SENT:  Tuesday, November 28, 2006 3:58 PM
SUBJECT:  MLCFC 2006-4 Revised FWP

Attached please find our free writing prospectus dated November 28, 2006, which
modifies and supplements the free writing prospectus dated November 20, 2006.

Also attached is a marked version of the November 28, 2006 free writing
prospectus showing the changes compared to the November 20, 2006 free writing
prospectus.

Summary of material changes:
-Deal size reduced by 10 loans totaling $95.7mm due primarily to loans not
closing.
-Subordination levels are unchanged.
-Pool DSCR unchanged @ 1.34x; LTV now 70.0% vs 70.1%.
-YPI is now correctly reflected as six crossed loans.
-Annex IDs readjusted to reflect updated pool composition.

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

Merrill Lynch, Pierce, Fenner & Smith Incorporated, Countrywide Securities
Corporation, IXIS Securities North America Inc., PNC Capital Markets LLC, Credit
Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. (and their
affiliates, officers, directors, partners and employees, including persons
involved in the preparation or issuance of this material may acquire, hold or
sell positions in these securities or in related derivatives and may have an
investment or other banking relationship with the depositor. The information set
forth herein is subject to change prior to the time of sale of any securities
sold to you.

Any legends, disclaimers or other notices that may appear at the bottom of, or
attached to, this communication, should be disregarded. Such legends,
disclaimers or other notices have been automatically generated as a result of
this message being sent via Bloomberg or another system.

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

THE DATE OF THIS FREE WRITING PROSPECTUS IS NOVEMBER 28, 2006

The depositor has filed a registration statement (including a prospectus) with the SEC (SEC File No. 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.

$4,121,318,000

(Approximate)

ML-CFC Commercial Mortgage Trust 2006-4

as Issuing Entity

Commercial Mortgage Pass-Through Certificates, Series 2006-4

Merrill Lynch Mortgage Investors, Inc.

as Depositor

Merrill Lynch Mortgage Lending, Inc.
Countrywide Commercial Real Estate Finance, Inc.
IXIS Real Estate Capital Inc.
PNC Bank, National Association

as Sponsors and Loan Sellers

We are Merrill Lynch Mortgage Investors, Inc., the depositor with respect to the securitization transaction that is the subject of this offering prospectus. This offering prospectus relates to, and is accompanied by, our base prospectus dated September 13, 2006. Only the classes of commercial mortgage pass-through certificates listed in the table below are being offered by this offering prospectus and the accompanying base prospectus. The offered certificates represent beneficial interests only in the issuing entity identified above and will not represent obligations of or interests in the depositor, any sponsor or any of their respective affiliates. The assets of the issuing entity will consist primarily of a pool of 279 commercial, multifamily and manufactured housing community mortgage loans with an initial mortgage pool balance of approximately $4,522,709,155 and the other characteristics described in this offering prospectus. The assets of the issuing entity will also include four (4) interest rate swap agreements between the issuing entity, which is identified above and Merrill Lynch Capital Services, Inc., relating to the class A-2FL, A-3FL, AM-FL, and AJ-FL certificates, respectively.

Investing in the offered certificates involves risks. You should carefully review the factors described under ‘‘Risk Factors’’ beginning on page 45 of this offering prospectus and on page 18 of the accompanying base prospectus.

The holders of each class of offered certificates will be entitled to receive monthly distributions of interest, principal or both, commencing in January 2007. The class A-2FL, A-3FL, AM-FL and AJ-FL certificates will accrue interest from the date of initial issuance of the offered certificates, while the other classes of offered certificates will accrue interest from December 1, 2006. The pass-through rates for the class A-2FL, A-3FL, AM-FL and AJ-FL certificates are variable. Credit enhancement for any particular class of the offered certificates is being provided through the subordination of various other classes, including multiple non-offered classes, of the certificates.

Expected Ratings (Moody’s/S&P)

Approximate Initial Total Principal Balance or Notional Amount

Approximate Initial Pass-Through Rate

Assumed Final Distribution Date

Rated Final Distribution Date

Class A-1

Aaa/AAA

$

71,548,000

%

June 2011

December 2049

Class A-2

Aaa/AAA

$

[901,666,000]

%

December 2011

December 2049

Class A-2FL

Aaa/AAA

$

[                      ]

LIBOR  +

%

December 2011

December 2049

Class A-3

Aaa/AAA

$

[1,283,828,000]

%

November 2016

December 2049

Class A-3FL

Aaa/AAA

$

[                      ]

LIBOR  +

%

November 2016

December 2049

Class A-SB

Aaa/AAA

$

119,014,000

%

December 2015

December 2049

Class A-1A

Aaa/AAA

$

789,840,000

%

November 2016

December 2049

Class AM

Aaa/AAA

$

[452,271,000]

%

November 2016

December 2049

Class AM-FL

Aaa/AAA

$

[                      ]

LIBOR  +

%

November 2016

December 2049

Class AJ

Aaa/AAA

$

[378,777,000]

%

November 2016

December 2049

Class AJ-FL

Aaa/AAA

$

[                    ]

LIBOR  +

%

November 2016

December 2049

Class B

Aa1/AA+

$

11,306,000

%

November 2016

December 2049

Class C

Aa2/AA

$

79,148,000

%

December 2016

December 2049

Class D

Aa3/AA−

$

33,920,000

%

December 2016

December 2049

Class XP

Aaa/AAA

$

4,426,243,000

%

December 2014

December 2049

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

Merrill Lynch, Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS Securities North America Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. are the underwriters of this offering. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Countrywide Securities Corporation are acting as joint bookrunning managers in the following manner: Countrywide Securities Corporation is acting as sole bookrunning manager with respect to       % of the class      certificates, and Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as sole bookrunning manager with respect to the remainder of the class      certificates and all other classes of offered certificates. IXIS Securities North America Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. will act as co-managers. We will sell the offered certificates to the underwriters, who will sell their respective allotments of those securities from time to time in negotiated transactions or otherwise at varying prices to be determined at the time of sale. The underwriters expect to deliver the offered certificates to purchasers on or about December 12, 2006. We will identify in a final prospectus supplement relating to the offered certificates the amount of sale proceeds that we expect to receive from this offering before deducting expenses payable by us. Not every underwriter will have an obligation to buy offered certificates from us. See ‘‘Method of Distribution’’ in this offering prospectus.

Merrill Lynch & Co. Countrywide Securities Corporation

IXIS Securities North America PNC Capital Markets LLC

Credit Suisse Deutsche Bank Securities

                                TABLE OF CONTENTS

                               OFFERING PROSPECTUS



IMPORTANT NOTICE ABOUT THE INFORMATION CONTAINED IN THIS OFFERING PROSPECTUS
   AND THE ACCOMPANYING BASE PROSPECTUS..................................................     5
IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS...................     5
NOTICE TO RESIDENTS OF UNITED KINGDOM....................................................     6
EUROPEAN ECONOMIC AREA...................................................................     6
SUMMARY OF OFFERING PROSPECTUS...........................................................     7
   Overview of the Series 2006-4 Certificates............................................     7
   Relevant Parties......................................................................    12
   Relevant Dates and Periods............................................................    15
   Description of the Offered Certificates...............................................    18
   The Mortgage Loans and the Mortgaged Real Properties..................................    34
   Legal and Investment Considerations...................................................    41
RISK FACTORS.............................................................................    45
   Risks Related to the Offered Certificates.............................................    45
   Risks Related to the Swap Agreements..................................................    52
   Risks Related to the Mortgage Loans...................................................    54
CAPITALIZED TERMS USED IN THIS OFFERING PROSPECTUS.......................................    79
FORWARD-LOOKING STATEMENTS...............................................................    79
DESCRIPTION OF THE MORTGAGE POOL.........................................................    79
   General...............................................................................    79
   Source of the Mortgage Loans..........................................................    81
   Cross-Collateralized and Cross-Defaulted Mortgage Loans, Multi-Property
      Mortgage Loans and Mortgage Loans with Affiliated Borrowers........................    82
   Terms and Conditions of the Mortgage Loans............................................    84
   Collateral Substitution and Partial Releases Other Than
      In Connection With Defeasance......................................................    91
   Mortgage Pool Characteristics.........................................................    95
   Significant Mortgage Loans............................................................    96
   The Loan Combinations.................................................................    96
   The Park La Brea Apartments Loan Combination..........................................    97
   The A/B Loan Combinations.............................................................    99
   Additional Loan and Property Information..............................................   101
   Assessments of Property Condition.....................................................   111
   Assignment of the Mortgage Loans......................................................   114
   Representations and Warranties........................................................   117
   Repurchases and Substitutions.........................................................   118
   Changes in Mortgage Pool Characteristics..............................................   120
TRANSACTION PARTICIPANTS.................................................................   121
   The Issuing Entity....................................................................   121
   The Depositor ........................................................................   121
   The Sponsors .........................................................................   122
   The Master Servicers..................................................................   132
   The Special Servicers.................................................................   135
   The Trustee ..........................................................................   139
AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..........................   141
SERVICING OF THE MORTGAGE LOANS..........................................................   141
   General...............................................................................   141
   Servicing and Other Compensation and Payment of Expenses..............................   143
   Trustee Compensation..................................................................   150
   Sub-Servicers.........................................................................   150
   The Controlling Class Representative and the Loan Combination Controlling Parties ....   151
   Replacement of the Special Servicer...................................................   157
   Beneficial Owners of the Controlling Class............................................   157
   Enforcement of Due-on-Sale and Due-on-Encumbrance Provisions..........................   157
   Modifications, Waivers, Amendments and Consents.......................................   159
   Required Appraisals...................................................................   161
   Collection Accounts...................................................................   162
   Realization Upon Defaulted Mortgage Loans.............................................   166
   REO Properties .......................................................................   169
   Inspections; Collection of Operating Information......................................   170
   Evidence as to Compliance.............................................................   171
   Events of Default.....................................................................   172
   Rights Upon Event of Default..........................................................   174
   Additional Matters Relating to the Trustee............................................   175
   Servicing of the Park La Brea Apartments Loan Combination.............................   175
DESCRIPTION OF THE OFFERED CERTIFICATES..................................................   178
   General...............................................................................   178
   Registration and Denominations........................................................   181
   Distribution Account..................................................................   182
   Floating Rate Account.................................................................   185
   Interest Reserve Account..............................................................   185
   Fees and Expenses.....................................................................   187
   Calculation of Pass-Through Rates.....................................................   193
   Payments .............................................................................   197



                                        3





   Reductions to Certificate Principal Balances in Connection
      with Realized Losses and Additional Trust Fund Expenses ...........................   214
   Advances of Delinquent Monthly Debt Service Payments and
      Reimbursement of Advances .........................................................   217
   Reports to Certificateholders; Available Information..................................   220
   Voting Rights ........................................................................   226
   Termination ..........................................................................   226
YIELD AND MATURITY CONSIDERATIONS........................................................   228
   Yield Considerations..................................................................   228
   CPR Model ............................................................................   232
   Yield Sensitivity of the Class XP Certificates........................................   232
   Weighted Average Lives................................................................   233
DESCRIPTION OF THE SWAP AGREEMENTS.......................................................   239
   General...............................................................................   239
   The Swap Agreements...................................................................   239
   Termination Fees......................................................................   243
   Significance Estimate.................................................................   244
   Additional Termination Event..........................................................   244
   The Swap Counterparty.................................................................   244
USE OF PROCEEDS..........................................................................   245
FEDERAL INCOME TAX CONSEQUENCES..........................................................   245
   General...............................................................................   245
   Discount and Premium; Prepayment Consideration........................................   246
   Constructive Sales of Class XP Certificates...........................................   247
   Characterization of Investments in Offered Certificates...............................   248
   The Class A-2FL Certificates..........................................................   249
   The Class A-3FL Certificates..........................................................   250
   The Class AM-FL Certificates..........................................................   252
   The Class AJ-FL Certificates..........................................................   253
ERISA CONSIDERATIONS.....................................................................   255
LEGAL INVESTMENT.........................................................................   259
METHOD OF DISTRIBUTION...................................................................   259
LEGAL MATTERS ...........................................................................   261
RATINGS .................................................................................   262
GLOSSARY ................................................................................   264


Annex A-1  --  Certain Characteristics of the Mortgage Loans
Annex A-2  --  Certain Statistical Information Regarding the Mortgage Loans
Annex A-3  --  Sonic Automotive II Amortization Schedule
Annex A-4  --  Sonoma Ridge Apartments Amortization Schedule
Annex A-5  --  Elm Ridge Center Amortization Schedule
Annex B    --  Certain Characteristics Regarding Multifamily Properties
Annex C    --  Structural and Collateral Term Sheet (which contains a
               description of the ten largest mortgage loans and/or groups of
               cross-collateralized mortgage loans)
Annex D    --  Form of Trustee Report
Annex E    --  Class A-SB Planned Principal Balance Schedule
Annex F    --  Global Clearance, Settlement And Tax Documentation Procedures
Annex G    --  Class XP Reference Rate Schedule
Annex H    --  Class XP Total Notional Amount


                                        4



        IMPORTANT NOTICE ABOUT THE INFORMATION CONTAINED IN THIS OFFERING
                PROSPECTUS AND THE ACCOMPANYING BASE PROSPECTUS

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

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

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

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

     You should read both this offering prospectus and the accompanying base
prospectus in full to obtain material information concerning the offered
certificates. We have not authorized any person to give any other information or
to make any representation that is different from the information contained in
this offering prospectus and the accompanying base prospectus.

     When reading the accompanying base prospectus in conjunction with this
offering prospectus, references in the accompanying base prospectus to
"prospectus supplement" should be read as references to this offering
prospectus.

     The annexes attached to this offering prospectus are hereby incorporated
into and made a part of this offering prospectus.

     This offering prospectus and the accompanying base prospectus do not
constitute an offer to sell or a solicitation of an offer to buy any security
other than the offered certificates, nor do they constitute an offer to sell or
a solicitation of an offer to buy any of the offered certificates to any person
in any jurisdiction in which it is unlawful to make such an offer or
solicitation to such person.

     Merrill Lynch Mortgage Investors, Inc., which is the depositor for the
subject securitization transaction, has prepared this offering prospectus and
the accompanying base prospectus. Accordingly references to "we", "us", "our"
and "depositor" in either this offering prospectus or the accompanying base
prospectus refer or relate to Merrill Lynch Mortgage Investors, Inc.

     IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL 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, that are substantially similar to or in
the nature of the following disclaimers, statements or language, are not
applicable to these materials and should be disregarded: (i) disclaimers
regarding accuracy or completeness of the information contained herein or
restrictions as to reliance on the information contained herein by investors;
(ii) disclaimers of responsibility or liability; (iii) statements requiring
investors to read or acknowledge that they have read or understand the
registration statement or any disclaimers or legends; (iv) language indicating
that this communication is neither a prospectus nor an offer to sell or a
solicitation or an offer to buy; (v) statements that this information is
privileged, confidential or otherwise restricted as to use or reliance; and (vi)
a legend that information contained in these materials will be superseded or
changed by the final prospectus, if the final prospectus is not delivered until
after the date of the contract for sale. Such legends, disclaimers or other
notices have been automatically generated as a result of these materials having
been sent via Bloomberg or another email system.


                                       5



                      NOTICE TO RESIDENTS OF UNITED KINGDOM

     Within the United Kingdom, this offering prospectus and the accompanying
base prospectus are directed only at persons who (i) have professional
experience in matters relating to investments or (ii) are persons falling within
Articles 49(2)(a) through (d) ("high net worth companies, unincorporated
associations, etc.") of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2001 (all such persons together being referred to as "Relevant
U.K. Persons"). This offering prospectus and the accompanying base prospectus
must not be acted on or relied on within the United Kingdom by persons who are
not Relevant U.K. Persons. Within the United Kingdom, any investment or
investment activity to which this offering prospectus and the accompanying base
prospectus relate, including the offered certificates, is available only to
Relevant U.K. Persons and will be engaged in only with Relevant U.K. Persons.

                             EUROPEAN ECONOMIC AREA

     Each underwriter has agreed with us that it will abide by certain selling
restrictions with respect to offers of series certificates to the public in the
European Economic Area. See "Method of Distribution" in this offering
prospectus.


                                       6



                         SUMMARY OF OFFERING PROSPECTUS

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

                   Overview of the Series 2006-4 CertificateS

     The offered certificates will be part of a series of commercial mortgage
pass-through certificates designated as Commercial Mortgage Pass-Through
Certificates, Series 2006-4, and issued in multiple classes. The immediately
following table identifies and specifies various characteristics for those
classes of certificates, both offered and non-offered, that bear interest.

          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4



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


Offered Certificates
A-1       Aaa/AAA       30.000%   $     71,548,000       1.582%                       %          2.629      01/07 - 06/11
A-2       Aaa/AAA       30.000%     [$901,666,000]    [19.936]%                       %          4.872      06/11 - 12/11
A-2FL     Aaa/AAA       30.000%               [$ ]         [ ]%      Floating    LIBOR + %       4.872      06/11 - 12/11
A-3       Aaa/AAA       30.000%   [$1,283,828,000]    [28.386]%                       %          9.777      12/15 - 11/16
A-3FL     Aaa/AAA       30.000%               [$ ]         [ ]%      Floating    LIBOR + %       9.777      12/15 - 11/16
A-SB      Aaa/AAA       30.000%   $    119,014,000       2.631%                       %          7.208      12/11 - 12/15
A-1A      Aaa/AAA       30.000%   $    789,840,000      17.464%                       %          9.421      01/07 - 11/16
AM        Aaa/AAA       20.000%     [$452,271,000]    [10.000]%                       %          9.917      11/16 - 11/16
AM-FL     Aaa/AAA       20.000%               [$ ]         [ ]%      Floating    LIBOR + %       9.917      11/16 - 11/16
AJ        Aaa/AAA       11.625%   $  [378,777,000]     [8.375]%                       %          9.917      11/16 - 11/16
AJ-FL     Aaa/AAA       11.625%                [ ]         [ ]%      Floating    LIBOR + %       9.917      11/16 - 11/16
B         Aa1/AA+       11.375%   $     11,306,000       0.250%                       %          9.917      11/16 - 11/16
C          Aa2/AA        9.625%   $     79,148,000       1.750%                       %          9.986      11/16 - 12/16
D         Aa3/AA-        8.875%   $     33,920,000       0.750%                       %         10.000      12/16 - 12/16
XP        Aaa/AAA            N/A  $  4,426,243,000       N/A         Variable         %           N/A            N/A

Certificates Not Offered
E          A2/A          7.375%   $     67,841,000       1.500%                       %         10.000      12/16 - 12/16
F          A3/A-         6.500%   $     39,574,000       0.875%                       %         10.000      12/16 - 12/16
G        Baa1/BBB+       5.375%   $     50,880,000       1.125%                       %         10.000      12/16 - 12/16
H        Baa2/BBB        4.375%   $     45,227,000       1.000%                       %         10.000      12/16 - 12/16
J        Baa3/BBB-       3.000%   $     62,187,000       1.375%                       %         10.000      12/16 - 12/16
K         Ba1/BB+        2.625%   $     16,961,000       0.375%                       %         10.000      12/16 - 12/16
L         Ba2/BB         2.500%   $      5,653,000       0.125%                       %         10.000      12/16 - 12/16
M         Ba3/BB-        2.000%   $     22,613,000       0.500%                       %         10.000      12/16 - 12/16
N          B1/B+         1.875%   $      5,654,000       0.125%                       %         10.000      12/16 - 12/16
P          B2/B          1.500%   $     16,960,000       0.375%                       %         10.000      12/16 - 12/16
Q          B3/B-         1.375%   $      5,653,000       0.125%                       %         10.000      12/16 - 12/16
S          NR/NR         0.000%   $     62,188,155       1.375%                       %         10.520      12/16 - 09/24
XC        Aaa/AAA          N/A    $  4,522,709,155         N/A      Variable          %           N/A            N/A


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


                                       7



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

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

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

     o    For purposes of calculating the amount of accrued interest on the
          class XP certificates, that class of certificates will have a total
          notional amount that initially equals the sum of (a) the lesser of $
          and the total principal balance of the class A-1 certificates
          outstanding from time to time, (b) the lesser of $ and the total
          principal balance of the class A-1A certificates outstanding from time
          to time and (c) the total principal balance of the class A-2, A-2FL,
          A-3, A-3FL, A-SB, AM, AM-FL, AJ, AJ-FL, B, C, D, E, F, G, H, J, K, L
          and M certificates outstanding from time to time. The total notional
          amount of the class XP certificates will decline from time to time, in
          the manner indicated on Annex H to this offering prospectus. In any
          event, the total notional amount of the class XP certificates will be
          zero following the distribution date in December 2014.

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

     o    The ratings shown in the table are those expected of Moody's Investors
          Service, Inc. and Standard & Poor's Ratings Services, a division of
          The McGraw-Hill Companies, Inc., respectively. It is a condition to
          the issuance of the offered certificates that they receive ratings no
          lower than those shown in the table. The rated final distribution date
          for the offered certificates is the distribution date in December
          2049. See "Ratings" in this offering prospectus.

     o    The percentages indicated under the column "Approx. % Total Credit
          Support" with respect to the class A-1, A-2, A-2FL, A-3, A-3FL, A-SB
          and A-1A certificates represent the approximate credit support for
          those classes of certificates, collectively. No class of certificates
          will provide any credit support to any of the class A-2FL, A-3FL,
          AM-FL or AJ-FL certificates for a failure by the swap counterparty to
          make any payment under the related swap agreement.

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

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

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


                                       8



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

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

     o    Each class of certificates identified in the table as having a
          "WAC-x%" pass-through rate will have a variable pass-through rate
          equal to a weighted average of the adjusted net mortgage interest
          rates on the mortgage loans from time to time, minus x%.

     o    The assets of the issuing entity will include swap agreements that
          relate to each of the class A-2FL, A-3FL, AM-FL and AJ-FL
          certificates. The class A-2FL certificates will represent undivided
          interests in, among other things, a regular interest in a real estate
          mortgage investment conduit that is designated as the class A-2FL
          REMIC II regular interest and the rights and obligations under the
          related swap agreement. The class A-3FL certificates will represent
          undivided interests in, among other things, a regular interest in a
          real estate mortgage investment conduit that is designated as the
          class A-3FL REMIC II regular interest and the rights and obligations
          under the related swap agreement. The class AM-FL certificates will
          represent undivided interests in, among other things, a regular
          interest in a real estate mortgage investment conduit that is
          designated as the class AM-FL REMIC II regular interest and the rights
          and obligations under the related swap agreement. The class AJ-FL
          certificates will represent undivided interests in, among other
          things, a regular interest in a real estate mortgage investment
          conduit that is designated as the class AJ-FL REMIC II regular
          interest and the rights and obligations under the related swap
          agreement. For so long as it is in effect, each swap agreement will
          provide, among other things, that fixed amounts payable by the issuing
          entity as interest with respect to the class A-2FL REMIC II regular
          interest, the class A-3FL REMIC II regular interest, the class AM-FL
          REMIC II regular interest, or the class AJ-FL REMIC II regular
          interest, as applicable, will be exchanged for floating amounts
          payable as interest by the swap provider under the subject swap
          agreement, with regularly scheduled payments to be made between the
          issuing entity and the swap counterparty on a net basis. Each swap
          agreement will provide for the calculation of interest accruing at a
          LIBOR-based rate on a notional amount equal to the total principal
          balance of the class A-2FL certificates, the class A-3FL certificates,
          the class AM-FL certificates, or the class AJ-FL certificates, as
          applicable, outstanding from time to time. The total principal balance
          of the class A-2FL certificates will at all times equal the total
          principal balance of the class A-2FL REMIC II regular interest, the
          total principal balance of the class A-3FL certificates will at all
          times equal the total principal balance of the class A-3FL REMIC II
          regular interest, the total principal balance of the class AM-FL
          certificates will at all times equal the total principal balance of
          the class AM-FL REMIC II regular interest, and the total principal
          balance of the class AJ-FL certificates will at all times equal the
          total principal balance of the class AJ-FL REMIC II regular interest.
          See "Description of the Swap Agreements" in this offering prospectus.

     o    The initial value of LIBOR will be calculated on the second LIBOR
          business day prior to the date of initial issuance of the offered
          certificates.


                                       9



     o    The pass-through rate for the class A-2FL REMIC II regular interest
          will be variable and, from time to time, will equal the lesser of (x)
          % per annum and (y) a weighted average coupon derived from the
          adjusted net interest rates on the mortgage loans. The pass-through
          rate for the class A-3FL REMIC II regular interest will be variable
          and, from time to time, will equal the lesser of (x) % per annum and
          (y) a weighted average coupon derived from the adjusted net interest
          rates on the mortgage loans. The pass-through rate for the class AM-FL
          REMIC II regular interest will be variable and, from time to time,
          will equal the lesser of (x) % per annum and (y) a weighted average
          coupon derived from the adjusted net interest rates on the mortgage
          loans. The pass-through rate for the class AJ-FL REMIC II regular
          interest will be variable and, from time to time, will equal the
          lesser of (x) % per annum and (y) a weighted average coupon derived
          from the adjusted net interest rates on the mortgage loans. If, in the
          case of any of the class A-2FL certificates, the class A-3FL
          certificates, the class AM-FL certificates or the class AJ-FL
          certificates, interest distributions with respect to the corresponding
          REMIC II regular interest are less than the applicable fixed amount
          payable to the related swap counterparty for any distribution date,
          then there will be a dollar-for-dollar reduction in the amounts
          payable by the swap counterparty under the applicable swap agreement
          and, accordingly, in the amount of interest payable on the class A-2FL
          certificates, the class A-3FL certificates, the class AM-FL
          certificates or the class AJ-FL certificates, as the case may be,
          thereby resulting in an effective pass-through rate for the subject
          class of certificates below the applicable LIBOR-based rate. See
          "Description of the Swap Agreements" in this offering prospectus.
          Furthermore, if there is a continuing payment default on the part of
          the swap counterparty under the swap agreement relating to the class
          A-2FL certificates, the class A-3FL certificates, the class AM-FL
          certificates or the class AJ-FL certificates, or if the swap agreement
          relating to the class A-2FL certificates, the class A-3FL
          certificates, the class AM-FL certificates or the class AJ-FL
          certificates is terminated and not replaced, then the pass-through
          rate applicable to the class A-2FL certificates, the class A-3FL
          certificates, the class AM-FL certificates or the class AJ-FL
          certificates, as the case may be, will convert to the pass-through
          rate applicable to the corresponding REMIC II regular interest.

     o    The respective pass-through rates for the class XC and XP certificates
          will, in the case of each class thereof, equal the weighted average of
          the respective strip rates at which interest accrues from time to time
          on the respective components of the total notional amount of the
          subject class of certificates provided that the class XP certificates
          will not accrue interest following the end of the interest accrual
          period for the December 2014 distribution date. See "Description of
          the Offered Certificates--Calculation of Pass-Through Rates" in this
          offering prospectus. The total strip rate applicable to the accrual of
          interest in respect of the class XC and XP certificates will generally
          equal the excess, if any, of--

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

          2.   the weighted average of the pass-through rates from time to time
               on the classes of certificates identified in the table that have
               principal balances and that constitute components of the subject
               class (or, in the case of each of the A-2FL, A-3FL, AM-FL and/or
               AJ-FL classes, the pass-through rate from time to time on the
               related REMIC II regular interest).

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


                                       10



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

     o    As to any given class of offered certificates, the principal window is
          the period during which holders of those certificates would receive
          distributions of principal. The distribution date in the last month of
          the principal window for any class of offered certificates would be
          the final principal distribution date for that class.

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

          1.   no mortgage loan is prepaid prior to maturity,

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

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

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

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

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

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

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

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

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

     The offered certificates will evidence beneficial ownership interests in
the assets of the issuing entity. The primary assets of the issuing entity will
consist of a segregated pool of commercial, multifamily and manufactured housing
community mortgage loans. When we refer to mortgage loans in this offering
prospectus, we are referring to the mortgage loans that we intend to transfer to
the issuing entity, unless the context clearly indicates otherwise. We identify
the mortgage loans that we intend to transfer to the issuing entity on Annex A-1
to this offering prospectus.


                                       11



     The governing document for purposes of issuing the offered certificates, as
well as the other certificates, and forming the issuing entity will be a pooling
and servicing agreement to be dated as of December 1, 2006. The pooling and
servicing agreement will also govern the servicing and administration of the
mortgage loans and the other assets that back the certificates. The parties to
the pooling and servicing agreement will include us, a trustee, two master
servicers and a special servicer. A copy of the pooling and servicing agreement
will be filed with the Securities and Exchange Commission as an exhibit to a
current report on Form 8-K following the initial issuance of the certificates.
The Securities and Exchange Commission will make that current report on Form 8-K
and its exhibits available to the public for inspection. See "Available
Information" in the accompanying base prospectus.

                                RELEVANT PARTIES

ISSUING ENTITY

     ML-CFC Commercial Mortgage Trust 2006-4, a New York common law trust, is
the entity that will hold and own the mortgage loans and in whose name the
certificates will be issued. See "Transaction Participants--The Issuing Entity"
in this offering prospectus and "The Trust Fund--Issuing Entities" in the
accompanying base prospectus.

DEPOSITOR

     We are Merrill Lynch Mortgage Investors, Inc., the depositor of the series
2006-4 securitization transaction. We are a special purpose Delaware
corporation. Our address is 4 World Financial Center, 16th Floor, 250 Vesey
Street, New York, New York 10080 and our telephone number is (212) 449-1000. We
will acquire the mortgage loans and transfer them to the issuing entity. We are
an affiliate of Merrill Lynch Mortgage Lending, Inc., one of the sponsors, and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, one of the underwriters. See
"Transaction Participants--The Depositor" in this offering prospectus and "The
Depositor" in the accompanying base prospectus.

SPONSORS / MORTGAGE LOAN SELLERS

     Merrill Lynch Mortgage Lending, Inc., Countrywide Commercial Real Estate
Finance, Inc., IXIS Real Estate Capital Inc. and PNC Bank, National Association
will be the sponsors with respect to the series 2006-4 securitization
transaction. Merrill Lynch Mortgage Lending, Inc. is our affiliate and an
affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, one of the
underwriters. Countrywide Commercial Real Estate Finance, Inc. is an affiliate
of Countrywide Securities Corporation, one of the underwriters. IXIS Real Estate
Capital Inc. is an affiliate of IXIS Securities North America Inc., one of the
underwriters. PNC Bank, National Association is an affiliate of Midland Loan
Services, Inc., one of the master servicers, and an affiliate of PNC Capital
Markets LLC, one of the underwriters.

     We will acquire the mortgage loans that will back the certificates from the
sponsors, each of which originated or acquired from a third party the mortgage
loans to be transferred to the issuing entity. Accordingly, the sponsors are
also referred to as mortgage loan sellers in this offering prospectus.

     The following table shows the number of mortgage loans that we expect will
be sold to us by each sponsor and the respective percentages that those mortgage
loans represent of the initial mortgage pool balance, the initial loan group 1
balance and the initial loan group 2 balance.


                                       12





                                                                         % OF      % OF      % OF
                                                         AGGREGATE     INITIAL    INITIAL   INITIAL
                                          NUMBER OF    CUT-OFF DATE    MORTGAGE     LOAN      LOAN
                                           MORTGAGE      PRINCIPAL     e POOL     GROUP 1   GROUP 2
          MORTGAGE LOAN SELLER              LOANS         BALANCE      BALANCE    BALANCE   BALANCE
---------------------------------------   ---------   --------------   --------   -------   -------


1. Merrill Lynch Mortgage Lending, Inc.      104      $2,393,751,335      52.9%     61.8%     11.1%
2. Countrywide Commercial Real Estate
       Finance, Inc.                         151       1,394,353,351      30.8%     32.3%     23.7%
3. IXIS Real Estate Capital Inc.               2         512,500,000      11.3%      3.3%     49.1%
4. PNC Bank, National Association             22         222,104,469       4.9%      2.5%     16.2%
                                             279      $4,522,709,155     100.0%    100.0%    100.0%
                                             ===      ==============     =====     =====     =====


     See "Transaction Participants--The Sponsors" in this offering prospectus
and "The Sponsor" in the accompanying base prospectus.

TRUSTEE

     Upon initial issuance of the certificates, LaSalle Bank National
Association, a national banking association with corporate trust offices located
in Chicago, Illinois, will act as trustee of the assets of the issuing entity on
behalf of all the certificateholders. The trustee will be responsible for: (a)
maintaining, directly or through one or more custodians appointed by it,
possession of the promissory notes for the mortgage loans and various other
important loan documents; (b) distributing payments to certificateholders; and
(c) delivering or otherwise making available certain reports to
certificateholders that provide various details regarding the certificates and
the mortgage loans. In addition, the trustee will be primarily responsible for
back-up advancing. The trustee will also have, or be responsible for appointing
an agent to perform, additional duties with respect to tax administration. See
"Transaction Participants--The Trustee" in this offering prospectus".

MASTER SERVICERS

     Upon initial issuance of the certificates, Midland Loan Services, Inc., a
Delaware corporation and Wells Fargo Bank, National Association, a national
banking association, will act as the master servicers with respect to the
mortgage loans. Midland Loan Services, Inc. is an affiliate of PNC Bank,
National Association, one of the sponsors, and of PNC Capital Markets LLC, one
of the underwriters.

     Midland Loan Services, Inc. will act as master servicer with respect to the
mortgage loans that we acquire from PNC Bank, National Association and IXIS Real
Estate Capital Inc. and transfer to the issuing entity. Wells Fargo Bank,
National Association will act as master servicer with respect to the mortgage
loans that we acquire from Merrill Lynch Mortgage Lending, Inc. and Countrywide
Commercial Real Estate Finance, Inc. and transfer to the issuing entity. The
master servicers will be primarily responsible for servicing and administering,
directly or through sub-servicers: (a) mortgage loans as to which there is no
default or reasonably foreseeable default that would give rise to a transfer of
servicing to the special servicer; and (b) mortgage loans as to which any such
default or reasonably foreseeable default has been corrected, including as part
of a work-out. In addition, the master servicers will be the primary parties
responsible for making delinquency advances and servicing advances under the
pooling and servicing agreement. See "Transaction Participants--The Master
Servicers and the Special Servicer" in this offering prospectus.

SPECIAL SERVICER

     Upon initial issuance of the certificates, LNR Partners, Inc., a Florida
corporation, will act as special servicer with respect to the mortgage loans and
any related foreclosure properties. The special servicer will be primarily
responsible for making decisions and performing certain servicing functions,
including work-outs and foreclosures, with respect to the mortgage loans that,
in general, are in default or as to which default is reasonably


                                       13



foreseeable and for liquidating foreclosure properties that are acquired as part
of the assets of the issuing entity. See "Transaction Participants--The Master
Servicers and the Special Servicer" in this offering prospectus.

PARK LA BREA APARTMENTS TRUST MORTGAGE LOAN MORTGAGEE, MASTER SERVICER AND
SPECIAL SERVICER

     The mortgage loan secured by the mortgaged real property identified on
Annex A-1 to this offering prospectus as Park La Brea Apartments, which we refer
to in this offering prospectus as the Park La Brea Apartments trust mortgage
loan, which represents approximately 8.6% of the initial mortgage pool balance
and 49.1% of the initial loan group 2 balance, is one of a pair of loans made to
the same borrower that are secured by the same mortgaged real property, which we
refer to as a loan combination. That other loan, which will not be included in
the assets of the issuing entity, is pari passu in right of payment and in other
respects to the Park La Brea Apartments trust mortgage loan.

     The Park La Brea Apartments pari passu non-trust loan has been deposited in
the trust fund for a commercial mortgage securitization involving the issuance
of a separate series of commercial mortgage-backed securities captioned J.P.
Morgan Chase Commercial Mortgage Securities Trust Series 2006-LDP8. Accordingly,
and notwithstanding the discussion under "--Master Servicers" above, the Park La
Brea Apartments trust mortgage loan will be serviced and administered pursuant
to the pooling and servicing agreement for the Series 2006-LDP8 transaction,
dated as of September 1, 2006, between Wells Fargo Bank, N.A., as master
servicer no. 1, Midland Loan Services, Inc., as master servicer no. 2, J.E.
Robert Company, Inc., as special servicer and LaSalle Bank National Association,
as trustee. The Series 2006-LDP8 pooling and servicing agreement provides for
servicing arrangements that are similar but not identical to those under the
pooling and servicing agreement for our series ML-CFC 2006-4 securitization. In
that regard--

     o    LaSalle Bank National Association, in its capacity as the trustee
          under the series 2006-LPD8 pooling and servicing agreement, will be
          the mortgagee of record for the loans comprising the Park La Brea
          Apartments loan combination;

     o    Midland Loan Services, Inc., in its capacity as the applicable master
          servicer for the Park La Brea Apartments loan combination under the
          Series 2006-LDP8 pooling and servicing agreement, will act as the
          master servicer for the Park La Brea Apartments trust mortgage loan;
          and

     o    J.E. Robert Company, Inc., in its capacity as the special servicer
          under the Series 2006-LDP8 pooling and servicing agreement, will act
          as the special servicer of the Park La Brea Apartments loan
          combination.

     Notwithstanding the foregoing, references in this offering prospectus to
the "trustee", the "master servicer" or the "special servicer" mean, unless
indicated otherwise, the parties acting in those capacities under the pooling
and servicing agreement for our series ML-CFC 2006-4 certificates.

CONTROLLING CLASS OF CERTIFICATEHOLDERS

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


                                       14



     o    replace the special servicer under the pooling and servicing agreement
          for our series ML-CFC 2006-4 certificates (but not the Series
          2006-LDP8 special servicer); and

     o    select a representative that may direct and advise the special
          servicer on various servicing matters with respect to the mortgage
          loans, except with respect to the Park La Brea Apartments trust
          mortgage loan.

     Unless there are significant losses on the mortgage loans, the controlling
class of certificateholders will be the holders of a non-offered class of
certificates. The initial controlling class of certificateholders will be the
class Q certificateholders.

THE LOAN COMBINATION CONTROLLING PARTIES

     As indicated above under "--Park La Brea Apartments Trust Mortgage Loan
Mortgagee, Master Servicer and Special Servicer" and below under "--The Mortgage
Loans and the Mortgaged Real Properties--The Loan Combinations", the Park La
Brea Apartments trust mortgage loan is part of a loan combination comprised of
that mortgage loan and a pari passu loan that was securitized in the Series
2006-LDP8 transaction.

     The controlling class representative of the Series 2006-LDP8 securitization
will have the right, subject to certain conditions set forth in the related
intercreditor agreement, to advise and direct the applicable Series 2006-LDP8
master servicer and/or the Series 2006-LDP8 special servicer with respect to
various servicing matters or mortgage loan modifications affecting the Park La
Brea Apartments loan combination. The controlling class of certificateholders
for our series ML-CFC 2006-4 certificates will not have any rights to direct the
servicing and/or administration of the Park La Brea Apartments loan combination,
but will have the right to consult with the applicable Series 2006-LDP8 master
servicer and/or the Series 2006-LDP8 special servicer regarding the servicing of
the Park La Brea Apartments trust mortgage loan and review certain proposed
actions to be taken in respect of that mortgage loan. See "Description of the
Mortgage Pool--The Loan Combinations--The Park La Brea Apartments Loan
Combination," "Servicing of the Mortgage Loans--The Controlling Class
Representative and the Loan Combination Controlling Parties" and "--Servicing of
the Park La Brea Apartments Loan Combination" in this offering prospectus.

SWAP COUNTERPARTY

     It is expected that Merrill Lynch Capital Services, Inc., one of our
affiliates and an affiliate of Merrill Lynch Mortgage Lending, Inc., one of the
mortgage loan sellers, and of Merrill Lynch, Pierce, Fenner & Smith
Incorporated, one of the underwriters, will be the counterparty under the swap
agreements relating to the class A-2FL, A-3FL, AM-FL and AJ-FL certificates. The
obligations of Merrill Lynch Capital Services, Inc. under the swap agreements
will be guaranteed by Merrill Lynch & Co., Inc., another of our affiliates. As
of the date of this offering prospectus, Merrill Lynch & Co., Inc. has been
assigned senior unsecured debt ratings of "AA-" by S&P and "Aa3" by Moody's
Investors Services, Inc. See "Description of the Swap Agreements" in this
offering prospectus.

                           RELEVANT DATES AND PERIODS

CUT-OFF DATE

     References in this offering prospectus to the "cut-off date" mean,
individually and collectively, as the context may require, with respect to each
mortgage loan, the related due date of that mortgage loan in December 2006 or,
with respect to any mortgage loan that has its first due date in or after
January 2007, the later of December 1, 2006 or its date of origination. All
payments and collections received on each mortgage loan after the cut-off date,
excluding any payments or collections that represent amounts due on or before
that date, will belong to the issuing entity.


                                       15



CLOSING DATE

     The date of initial issuance for the offered certificates will be on or
about December 12, 2006.

DETERMINATION DATE

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

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

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

DISTRIBUTION DATE

     Payments on the offered certificates are scheduled to occur monthly,
commencing in January 2007. During any given month, the distribution date will
be the 12th day of such month or, if the 12th day is not a business day, the
next succeeding business day.

RECORD DATE

     The record date for each monthly payment on an offered certificate will be
the last business day of the prior calendar month. The registered holders of the
offered certificates at the close of business on each record date will be
entitled to receive any payments on those certificates on the following
distribution date, except that the last payment on any offered certificate will
be made only upon presentation and surrender of that certificate.

RATED FINAL DISTRIBUTION DATE

     The rated final distribution date for each class of the offered
certificates with principal balances is the distribution date in December 2049.

ASSUMED FINAL DISTRIBUTION DATES

     Set forth opposite each class of offered certificates in the table below is
the distribution date on which the principal balance of that class is expected
to be paid in full (or, in the case of the class XP certificates, the
distribution date on which its notional amount is expected to be reduced to
zero), assuming, among other things, no delinquencies, losses, modifications,
extensions of maturity dates, repurchases or, except as contemplated by the next
sentence, prepayments of the mortgage loans after the initial issuance of the
certificates.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       16



                MONTH AND YEAR OF
 CLASS   ASSUMED FINAL DISTRIBUTION DATE
 -----   -------------------------------
  A-1               June 2011
  A-2             December 2011
 A-2FL            December 2011
  A-3             November 2016
 A-3FL            November 2016
  A-SB            December 2015
  A-1A            November 2016
   AM             November 2016
 AM-FL            November 2016
   AJ             November 2016
 AJ-FL            November 2016
   B              November 2016
   C              December 2016
   D              December 2016
   XP             December 2014

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

COLLECTION PERIOD

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

     o    will relate to a particular distribution date;

     o    will be approximately one month long;

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

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

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

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

INTEREST ACCRUAL PERIOD

     The amount of interest payable with respect to the offered certificates,
the class A-2FL REMIC II regular interest, the class A-3FL REMIC II regular
interest, the class AM-FL REMIC II regular interest and the class AJ-FL REMIC II
regular interest on any distribution date will be a function of the interest
accrued during the


                                       17



related interest accrual period. The interest accrual period with respect to
each class of interest-bearing certificates (exclusive of the class A-2FL,
A-3FL, AM-FL and AJ-FL certificates) and with respect to the class A-2FL REMIC
II regular interest, the class A-3FL REMIC II regular interest, the class AM-FL
REMIC II regular interest and the class AJ-FL REMIC II regular interest for any
distribution date will be the calendar month immediately preceding the month in
which that distribution date occurs. The interest accrual period for the class
A-2FL, A-3FL, AM-FL and AJ-FL certificates for any distribution date will be the
period from and including the 12th day of the month preceding the month in which
the related distribution date occurs (or, in the case of the first distribution
date, from and including the date of initial issuance of the class A-2FL, A-3FL,
AM-FL and AJ-FL certificates) to, and including, the 11th day of the month in
which the related distribution date occurs; except that, if there is a
continuing payment default on the part of the swap counterparty under the
related swap agreement, or if the related swap agreement is terminated and not
replaced, then the interest accrual period with respect to the class A-2FL,
A-3FL, AM-FL and/or AJ-FL certificates, as applicable, for any distribution date
will also be the calendar month preceding the month in which that distribution
date occurs. Interest will be calculated with respect to each class of
interest-bearing certificates (exclusive of the class A-2FL, A-3FL, AM-FL and
AJ-FL certificates) and with respect to the class A-2FL REMIC II regular
interest, the class A-3FL REMIC II regular interest, the class AM-FL REMIC II
regular interest and the class AJ-FL REMIC II regular interest assuming that
each interest accrual period consists of 30 days and each year consists of 360
days, and interest will be calculated with respect to the class A-2FL, A-3FL,
AM-FL and AJ-FL certificates based upon the actual number of days in the related
interest accrual period and a year consisting of 360 days; except that, if there
is a continuing payment default on the part of the swap counterparty under the
related swap agreement, or if the related swap agreement is terminated and not
replaced, then the class A-2FL, A-3FL, AM-FL and/or the AJ-FL certificates, as
applicable, will also accrue interest on the basis of a 360-day year consisting
of twelve 30-day months.

     LIBOR Determination Date. The applicable value of LIBOR, for purposes of
calculating the pass-through rate for the class A-2FL, A-3FL, AM-FL and AJ-FL
certificates as well as the payment obligations under the related swap
agreement, will initially be determined on the second LIBOR business day
preceding the date of initial issuance of the offered certificates and will
thereafter be determined monthly on the second LIBOR business day preceding the
applicable interest accrual period.

                     DESCRIPTION OF THE OFFERED CERTIFICATES

GENERAL

     The issuing entity will issue multiple classes of the certificates with an
approximate total principal balance at initial issuance equal to $4,522,709,155
Fifteen (15) of those classes of the certificates are being offered by this
offering prospectus. The classes offered by this offering prospectus are
identified on the cover hereof. The remaining classes of the certificates will
be offered separately in a private offering.

REGISTRATION AND DENOMINATIONS

     We intend to deliver the offered certificates in book-entry form in
original denominations of

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

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

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


                                       18



Registration and Denominations" in this offering prospectus and under
"Description of the Certificates--Book-Entry Registration" in the accompanying
base prospectus.

PAYMENTS

A.  GENERAL

     For purposes of making distributions with respect to the class A-1, A-2,
A-3, A-SB and A-1A certificates, the class A-2FL certificates (through the class
A-2FL REMIC II regular interest) and the class A-3FL certificates (through the
class A-3FL REMIC II regular interest), the mortgage loans will be deemed to
consist of two distinct groups, loan group 1 and loan group 2. Loan group 1 will
consist of 231 mortgage loans, with an initial loan group 1 balance of
$3,732,868,568 and representing approximately 82.5% of the initial mortgage pool
balance, that are secured by the various property types that constitute
collateral for those mortgage loans. Loan group 2 will consist of 48 mortgage
loans, with an initial loan group 2 balance of $789,840,587 and representing
approximately 17.5% of the initial mortgage pool balance, that are secured by
multifamily and manufactured housing community properties. Annex A-1 to this
offering prospectus sets forth the loan group designation with respect to each
mortgage loan.

     On each distribution date, to the extent of available funds attributable to
the mortgage loans as described below, which available funds will be net of
specified expenses of the issuing entity, including all servicing fees, trustee
fees and other compensation, the trustee will make payments of interest and,
except in the case of the class XC and XP certificates, principal to the holders
of the following classes of certificates (or, in the case of the reference to
"A-2FL" below, with respect to the class A-2FL REMIC II regular interest, in the
case of the reference to "A-3FL" below, with respect to the class A-3FL REMIC II
regular interest, in the case of the reference to "AM-FL" below, with respect to
the class AM-FL REMIC II regular interest, and in the case of the reference to
"AJ-FL" below, with respect to the class AJ-FL REMIC II regular interest), in
the following order:

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

     In general, payments of interest in respect of the class A-1, A-2, A-3 and
A-SB certificates, the class A-2FL REMIC II regular interest and the class A-3FL
REMIC II regular interest will be made pro rata, based on entitlement, out of
available funds attributable to the mortgage loans in loan group 1. Payments of
interest in respect of the class A-1A certificates will be made out of available
funds attributable to the mortgage loans in loan


                                       19



group 2. Payments of interest on the class XC and XP certificates will be made
out of available funds attributable to both loan groups. However, if the funds
available for those distributions of interest on any distribution date are
insufficient to pay in full the total amount of interest to be paid with respect
to any of the class A-1, A-2, A-3, A-SB, A-1A, XC and/or XP certificates, the
class A-2FL REMIC II regular interest and/or the class A-3FL REMIC II regular
interest, then the funds available for distribution will be allocated among all
these classes pro rata in accordance with their interest entitlements, without
regard to loan groups.

     The allocation of principal payments among the class A-1, A-2, A-3, A-SB
and A-1A certificates, the class A-2FL certificates (through the class A-2FL
REMIC II regular interest) and the class A-3FL certificates (through the class
A-3FL REMIC II regular interest) also takes into account loan groups and is
described under "--Payments--Payments of Principal" below. The class XC and XP
certificates do not have principal balances and do not entitle their holders to
payments of principal. See "Description of the Offered
Certificates--Payments--Priority of Payments" in this offering prospectus.

     The relative payment priority of each of the class A-2FL, A-3FL, AM-FL and
AJ-FL certificates is based solely on the priority of payments of interest and
principal with respect to the corresponding REMIC II regular interest out of
collections and advances on the mortgage loans. No class of certificates will
provide any credit support to the class A-2FL, A-3FL, AM-FL or AJ-FL
certificates for a failure by the related swap counterparty to make any payment
under the related swap agreement.

     Payments of interest made on or with respect to the class A-2FL REMIC II
regular interest will be applied to make payments to the swap counterparty
and/or the holders of the class A-2FL certificates, as applicable. Payments of
principal made on or with respect to the class A-2FL REMIC II regular interest
will be applied to make payments to the holders of the class A-2FL certificates.

     Payments of interest made on or with respect to the class A-3FL REMIC II
regular interest will be applied to make payments to the swap counterparty
and/or the holders of the class A-3FL certificates, as applicable. Payments of
principal made on or with respect to the class A-3FL REMIC II regular interest
will be applied to make payments to the holders of the class A-3FL certificates.

     Payments of interest made on or with respect to the class AM-FL REMIC II
regular interest will be applied to make payments to the swap counterparty
and/or the holders of the class AM-FL certificates, as applicable. Payments of
principal made on or with respect to the class AM-FL REMIC II regular interest
will be applied to make payments to the holders of the class AM-FL certificates.

     Payments of interest made on or with respect to the class AJ-FL REMIC II
regular interest will be applied to make payments to the swap counterparty
and/or the holders of the class AJ-FL certificates, as applicable. Payments of
principal made on or with respect to the class AJ-FL REMIC II regular interest
will be applied to make payments to the holders of the class AJ-FL certificates.

     No payments or other collections on the non-trust loans described under
"--The Mortgage Loans and the Mortgaged Real Properties--Loan Combinations"
below, which are not assets of the issuing entity, will be available for
distributions on the certificates. See "Description of the Mortgage Pool--Loan
Combinations" in this offering prospectus.

B.  PAYMENTS OF INTEREST

     Each class of certificates (other than the class R-I and R-II
certificates), the class A-2FL REMIC II regular interest, the class A-3FL REMIC
II regular interest, the class AM-FL REMIC II regular interest and the class
AJ-FL REMIC II regular interest will bear interest. With respect to each
interest-bearing class of certificates, the class A-2FL REMIC II regular
interest, the class A-3FL REMIC II regular interest, the class


                                       20



AM-FL REMIC II regular interest and the class AJ-FL REMIC II regular interest
that interest will accrue during each interest accrual period based upon--

     o    the pass-through rate applicable for the particular class of
          certificates, the class A-2FL REMIC II regular interest, the class
          A-3FL REMIC II regular interest, the class AM-FL REMIC II regular
          interest or the class AJ-FL REMIC II regular interest, as the case may
          be, for that interest accrual period;

     o    the total principal balance or notional amount, as the case may be, of
          the particular class of certificates, the class A-2FL REMIC II regular
          interest, the class A-3FL REMIC II regular interest, the class AM-FL
          REMIC II regular interest or the class AJ-FL REMIC II regular
          interest, as the case may be, outstanding immediately prior to the
          related distribution date; and

     o    the assumption that each year consists of twelve 30-day months (or, in
          the case of each of the A-2FL, A-3FL, AM-FL and AJ-FL classes, for so
          long as the related swap agreement is in effect and there is no
          continuing payment default thereunder on the part of the swap
          counterparty, based on the actual number of days in the applicable
          interest accrual period and the assumption that each year consists of
          360 days). In addition, if the pass-through rate of the class A-2FL
          REMIC II regular interest, the class A-3FL REMIC II regular interest,
          the class AM-FL REMIC II regular interest or the class AJ-FL REMIC II
          regular interest for any interest accrual period is limited by the
          weighted average of the adjusted net interest rates of the mortgage
          loans, then the amount by which the interest distributable with
          respect to the class A-2FL REMIC II regular interest, the class A-3FL
          REMIC II regular interest, the class AM-FL REMIC II regular interest
          or the class AJ-FL REMIC II regular interest, as the case may be, is
          reduced as a result of that limitation will result in the amount of
          interest payable by the issuing entity to the swap counterparty being
          reduced by that amount. As a result, there will be a dollar-for-dollar
          reduction in the amount payable by the related swap counterparty to
          the issuing entity, and a corresponding dollar-for-dollar reduction in
          the amount of interest payable with respect to the class A-2FL, A-3FL,
          AM-FL or AJ-FL certificates, as the case may be, on that distribution
          date.

     A whole or partial prepayment on a mortgage loan may not be accompanied by
the amount of one full month's interest on the prepayment. As and to the extent
described under "Description of the Offered Certificates--Payments--Payments of
Interest" in this offering prospectus, these shortfalls may be allocated (in the
case of the class A-2FL certificates, through the class A-2FL REMIC II regular
interest, in the case of the class A-3FL certificates, through the class A-3FL
REMIC II regular interest, in the case of the class AM-FL certificates, through
the class AM-FL REMIC II regular interest and, in the case of the class AJ-FL
certificates, through the class AJ-FL REMIC II regular interest) to reduce the
amount of accrued interest otherwise payable to the holders of the respective
interest-bearing classes of the certificates (other than the class XC and XP
certificates).

     On each distribution date, subject to available funds and the payment
priorities described under "--Payments--General" above, you will be entitled to
receive your proportionate share of: (a) all interest accrued with respect to
your class of offered certificates during the related interest accrual period;
plus (b) any interest that was payable with respect to your class of offered
certificates (or, in the case of each of the A-2FL, A-3FL, AM-FL and AJ-FL
classes, to the extent not otherwise payable to the related swap counterparty to
make up prior shortfalls, that was payable with respect to the corresponding
REMIC II regular interest) on all prior distribution dates, to the extent not
previously paid; less (c) except in the case of the class XC and XP
certificates, your class's (or, in the case of each of the A-2FL, A-3FL, AM-FL
and AJ-FL classes, the corresponding REMIC II regular interest's) share of any
shortfalls in interest collections due to prepayments on mortgage loans that are
not offset by certain payments made by, in each case, the applicable master
servicer.


                                       21



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

C. SWAP AGREEMENTS

     The assets of the issuing entity will include interest rate swap agreements
relating to each of the class A-2FL, A-3FL, AM-FL and AJ-FL certificates.

     Under the swap agreement that relates to the class A-2FL certificates, the
initial notional amount of the swap agreement will be equal to the total initial
principal balance of the class A-2FL certificates (and, correspondingly, of the
class A-2FL REMIC II regular interest). The notional amount of that swap
agreement for any distribution date will equal the total principal balance of
the class A-2FL certificates (and, correspondingly, of the class A-2FL REMIC II
regular interest) immediately prior to that distribution date. The maturity date
of that swap agreement will be the earlier of the rated final distribution date
for the class A-2FL certificates and the date on which the notional amount of
that swap agreement is zero (including as a result of the termination of the
issuing entity). Under the swap agreement relating to the class A-2FL
certificates, the issuing entity will generally be obligated to pay to the swap
counterparty with respect to each distribution date, out of interest amounts
paid or payable, as the case may be, with respect to the class A-2FL REMIC II
regular interest, an amount equal to the sum of (i) any prepayment premiums or
yield maintenance charges allocable to the class A-2FL REMIC II regular interest
and (ii) 1/12th of the product of (A) the notional amount of the swap agreement
for that distribution date and (B) % per annum. The swap counterparty will
generally be obligated to pay to the issuing entity with respect to each
distribution date an amount equal to the product of (i) the notional amount of
the swap agreement for that distribution date, (ii) LIBOR plus % per annum and
(iii) a fraction, the numerator of which is the actual number of days elapsed
during the interest accrual period with respect to the class A-2FL certificates
for that distribution date, and the denominator of which is 360.

     If the pass-through rate on the class A-2FL REMIC II regular interest is
reduced below % per annum or if there is an interest shortfall with respect to
the class A-2FL REMIC II regular interest, then the amount payable by the
issuing entity to the swap counterparty with respect to any distribution date
will be reduced by an amount equal to the excess, if any, of (1) 1/12th of the
product of (a) %, multiplied by (b) the notional amount of the swap agreement
for that distribution date over (2) the lesser of (x) 1/12th of the product of
(i) a weighted average coupon derived from the adjusted net interest rates of
the mortgage loans, multiplied by (ii) the notional amount of the swap agreement
for that distribution date and (y) the amount of interest distributions with
respect to the class A-2FL REMIC II regular interest pursuant to the priority of
distributions on that distribution date. As a result, the amount payable by the
swap counterparty to the issuing entity with respect to the class A-2FL
certificates for the subject distribution date will be reduced (to not less than
zero) by the exact same amount as the reduction determined as described in the
immediately preceding sentence.

     If the reduction in the amount payable by the issuing entity to the swap
counterparty with respect to the class A-2FL certificates for any distribution
date, which reduction is determined as described in the second to last sentence
of the prior paragraph, exceeds the total amount payable by the swap
counterparty to the issuing entity with respect to the class A-2FL certificates
for that distribution date without regard to that reduction, then the swap
counterparty will in the future be entitled to be reimbursed by the issuing
entity to the extent that such reduction more than offset the payment from the
swap counterparty; provided that any such reimbursement payment from the issuing
entity will, with respect to any future distribution date, generally be limited
to the excess, if any, of (a) the amount of interest distributions with respect
to the class A-2FL REMIC II regular interest with respect to that future
distribution date, over (b) 1/12th of the product of (i) % per annum and (ii)
the notional amount of the swap agreement for that distribution date.

     Under the swap agreement that relates to the class A-3FL certificates, the
initial notional amount of the swap agreement will be equal to the total initial
principal balance of the class A-3FL certificates (and, correspondingly, of the
class A-3FL REMIC II regular interest). The notional amount of that swap
agreement for


                                       22



any distribution date will equal the total principal balance of the class A-3FL
certificates (and, correspondingly, of the class A-3FL REMIC II regular
interest) immediately prior to that distribution date. The maturity date of that
swap agreement will be the earlier of the rated final distribution date for the
class A-3FL certificates and the date on which the notional amount of that swap
agreement is zero (including as a result of the termination of the issuing
entity). Under the swap agreement relating to the class A-3FL certificates, the
issuing entity will generally be obligated to pay to the swap counterparty with
respect to each distribution date, out of interest amounts paid or payable, as
the case may be, with respect to the class A-3FL REMIC II regular interest, an
amount equal to the sum of (i) any prepayment premiums or yield maintenance
charges allocable to the class A-3FL REMIC II regular interest and (ii) 1/12th
of the product of (A) the notional amount of the swap agreement for that
distribution date and (B) % per annum. The swap counterparty will generally be
obligated to pay to the issuing entity with respect to each distribution date an
amount equal to the product of (i) the notional amount of the swap agreement for
that distribution date, (ii) LIBOR plus % per annum and (iii) a fraction, the
numerator of which is the actual number of days elapsed during the interest
accrual period with respect to the class A-3FL certificates for that
distribution date, and the denominator of which is 360.

     If the pass-through rate on the class A-3FL REMIC II regular interest is
reduced below % per annum or if there is an interest shortfall with respect to
the class A-3FL REMIC II regular interest, then the amount payable by the
issuing entity to the swap counterparty with respect to any distribution date
will be reduced by an amount equal to the excess, if any, of (1) 1/12th of the
product of (a) %, multiplied by (b) the notional amount of the swap agreement
for that distribution date over (2) the lesser of (x) 1/12th of the product of
(i) a weighted average coupon derived from the adjusted net interest rates of
the mortgage loans, multiplied by (ii) the notional amount of the swap agreement
for that distribution date and (y) the amount of interest distributions with
respect to the class A-3FL REMIC II regular interest pursuant to the priority of
distributions on that distribution date. As a result, the amount payable by the
swap counterparty to the issuing entity with respect to the class A-3FL
certificates for the subject distribution date will be reduced (to not less than
zero) by the exact same amount as the reduction determined as described in the
immediately preceding sentence.

     If the reduction in the amount payable by the issuing entity to the swap
counterparty with respect to the class A-3FL certificates for any distribution
date, which reduction is determined as described in the second to last sentence
of the prior paragraph, exceeds the total amount payable by the swap
counterparty to the issuing entity with respect to the class A-3FL certificates
for that distribution date without regard to that reduction, then the swap
counterparty will in the future be entitled to be reimbursed by the issuing
entity to the extent that such reduction more than offset the payment from the
swap counterparty; provided that any such reimbursement payment from the issuing
entity will, with respect to any future distribution date, generally be limited
to the excess, if any, of (a) the amount of interest distributions with respect
to the class A-3FL REMIC II regular interest with respect to that future
distribution date, over (b) 1/12th of the product of (i) % per annum and (ii)
the notional amount of the swap agreement for that distribution date.

     Under the swap agreement that relates to the class AM-FL certificates, the
initial notional amount of the swap agreement will be equal to the total initial
principal balance of the class AM-FL certificates (and, correspondingly, of the
class AM-FL REMIC II regular interest). The notional amount of that swap
agreement for any distribution date will equal the total principal balance of
the class AM-FL certificates (and, correspondingly, of the class AM-FL REMIC II
regular interest) immediately prior to that distribution date. The maturity date
of that swap agreement will be the earlier of the rated final distribution date
for the class AM-FL certificates and the date on which the notional amount of
that swap agreement is zero (including as a result of the termination of the
issuing entity). Under the swap agreement relating to the class AM-FL
certificates, the trust will generally be obligated to pay to the swap
counterparty with respect to each distribution date, out of interest amounts
paid or payable, as the case may be, with respect to the class AM-FL REMIC II
regular interest, an amount equal to the sum of (i) any prepayment premiums or
yield maintenance charges allocable to the class AM-FL REMIC II regular interest
and (ii) 1/12th of the product of (A) the notional amount of the swap agreement
for that distribution date and (B) % per annum. The swap counterparty will
generally be obligated to pay to the issuing entity with respect to each
distribution date an amount equal to the product of (i) the notional amount of


                                       23



the swap agreement for that distribution date, (ii) LIBOR plus % per annum and
(iii) a fraction, the numerator of which is the actual number of days elapsed
during the interest accrual period with respect to the class AM-FL certificates
for that distribution date, and the denominator of which is 360.

     If the pass-through rate on the class AM-FL REMIC II regular interest is
reduced below % per annum or if there is an interest shortfall with respect to
the class AM-FL REMIC II regular interest, then the amount payable by the
issuing entity to the swap counterparty with respect to any distribution date
will be reduced by an amount equal to the excess, if any, of (1) 1/12th of the
product of (a) %, multiplied by (b) the notional amount of the swap agreement
for that distribution date over (2) the lesser of (x) 1/12th of the product of
(i) a weighted average coupon derived from the adjusted net interest rates of
the mortgage loans, multiplied by (ii) the notional amount of the swap agreement
for that distribution date and (y) the amount of interest distributions with
respect to the class AM-FL REMIC II regular interest pursuant to the priority of
distributions on that distribution date. As a result, the amount payable by the
swap counterparty to the issuing entity with respect to the class AM-FL
certificates for the subject distribution date will be reduced (to not less than
zero) by the exact same amount as the reduction determined as described in the
immediately preceding sentence.

     If the reduction in the amount payable by the issuing entity to the swap
counterparty with respect to the class AM-FL certificates for any distribution
date, which reduction is determined as described in the second to last sentence
of the prior paragraph, exceeds the total amount payable by the swap
counterparty to the issuing entity with respect to the class AM-FL certificates
for that distribution date without regard to that reduction, then the swap
counterparty will in the future be entitled to be reimbursed by the issuing
entity to the extent that such reduction more than offset the payment from the
swap counterparty; provided that any such reimbursement payment from the issuing
entity will, with respect to any future distribution date, generally be limited
to the excess, if any, of (a) the amount of interest distributions with respect
to the class AM-FL REMIC II regular interest with respect to that future
distribution date, over (b) 1/12th of the product of (i) % per annum and (ii)
the notional amount of the swap agreement for that distribution date.

     Under the swap agreement that relates to the class AJ-FL certificates, the
initial notional amount of the swap agreement will be equal to the total initial
principal balance of the class AJ-FL certificates (and, correspondingly, of the
class AJ-FL REMIC II regular interest). The notional amount of that swap
agreement for any distribution date will equal the total principal balance of
the class AJ-FL certificates (and, correspondingly, of the class AJ-FL REMIC II
regular interest) immediately prior to that distribution date. The maturity date
of that swap agreement will be the earlier of the rated final distribution date
for the class AJ-FL certificates and the date on which the notional amount of
that swap agreement is zero (including as a result of the termination of the
issuing entity). Under the swap agreement relating to the class AJ-FL
certificates, the issuing entity will generally be obligated to pay to the swap
counterparty with respect to each distribution date, out of interest amounts
paid or payable, as the case may be, with respect to the class AJ-FL REMIC II
regular interest, an amount equal to the sum of (i) any prepayment premiums or
yield maintenance charges allocable to the class AJ-FL REMIC II regular interest
and (ii) 1/12th of the product of (A) the notional amount of the swap agreement
for that distribution date and (B) % per annum. The swap counterparty will
generally be obligated to pay to the issuing entity with respect to each
distribution date an amount equal to the product of (i) the notional amount of
the swap agreement for that distribution date, (ii) LIBOR plus % per annum and
(iii) a fraction, the numerator of which is the actual number of days elapsed
during the interest accrual period with respect to the class AJ-FL certificates
for that distribution date, and the denominator of which is 360.

     If the pass-through rate on the class AJ-FL REMIC II regular interest is
reduced below % per annum or if there is an interest shortfall with respect to
the class AJ-FL REMIC II regular interest, then the amount payable by the
issuing entity to the swap counterparty with respect to any distribution date
will be reduced by an amount equal to the excess, if any, of (1) 1/12th of the
product of (a) %, multiplied by (b) the notional amount of the swap agreement
for that distribution date over (2) the lesser of (x) 1/12th of the product of
(i) a weighted average coupon derived from the adjusted net interest rates of
the mortgage loans, multiplied by (ii) the notional amount of the swap agreement
for that distribution date and (y) the amount of interest distributions with
respect to the


                                       24



class AJ-FL REMIC II regular interest pursuant to the priority of distributions
on that distribution date. As a result, the amount payable by the swap
counterparty to the issuing entity with respect to the class AJ-FL certificates
for the subject distribution date will be reduced (to not less than zero) by the
exact same amount as the reduction determined as described in the immediately
preceding sentence.

     If the reduction in the amount payable by the issuing entity to the swap
counterparty with respect to the class AJ-FL certificates for any distribution
date, which reduction is determined as described in the second to last sentence
of the prior paragraph, exceeds the total amount payable by the swap
counterparty to the issuing entity with respect to the class AJ-FL certificates
for that distribution date without regard to that reduction, then the swap
counterparty will in the future be entitled to be reimbursed by the issuing
entity to the extent that such reduction more than offset the payment from the
swap counterparty; provided that any such reimbursement payment from the issuing
entity will, with respect to any future distribution date, generally be limited
to the excess, if any, of (a) the amount of interest distributions with respect
to the class AJ-FL REMIC II regular interest with respect to that future
distribution date, over (b) 1/12th of the product of (i) % per annum and (ii)
the notional amount of the swap agreement for that distribution date.

     Payments by the issuing entity to the swap counterparty, and by the swap
counterparty to the issuing entity, as described above in this "--The Swap
Agreements" section will, in general, with respect to each of the A-2FL, A-3FL,
AM-FL and AJ-FL classes, be made on a net basis, and any such amounts paid to or
retained by the issuing entity will be available to make payments to the class
A-2FL, class A-3FL, class AM-FL or class AJ-FL certificateholders.

     See "Risk Factors--Risks Relating to the Swap Agreements" and "Description
of the Swap Agreements" in this offering prospectus.

D. PAYMENTS OF PRINCIPAL

     The class XC, XP, R-I and R-II certificates do not have principal balances
and do not entitle their holders to payments of principal. Subject to available
funds and the payment priorities described under "--Payments--General" above,
however, the holders of each class of principal balance certificates will be
entitled to receive a total amount of principal over time equal to the initial
principal balance of their particular class. The trustee will be required to
make payments of principal in a specified sequential order (in the case of the
class A-2FL certificates, through the class A-2FL REMIC II regular interest, in
the case of the class A-3FL certificates, through the class A-3FL REMIC II
regular interest, in the case of the class AM-FL certificates, through the class
AM-FL REMIC II regular interest or, in the case of the class AJ-FL certificates,
through the class AJ-FL REMIC II regular interest) to ensure that--

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

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

     o    except as described under "--Amortization, Liquidation and Payment
          Triggers" below, payments of principal will be made--

          (i)  to, first, the holders of the class A-1 certificates, until the
               total principal balance of such certificates is reduced to zero,
               second, the holders of the class A-2 and class A-2FL
               certificates, on a pro rata basis by principal balance, until the
               total principal balance of such certificates is reduced to zero,
               third, the holders of the class A-3 certificates and


                                       25



               class A-3FL certificates, on a pro rata basis by principal
               balance, until the total principal balance of such certificates
               is reduced to zero, fourth, the holders of the class A-SB
               certificates, until the total principal balance of such
               certificates is reduced to zero, in an aggregate amount equal to
               the funds allocated to principal with respect to mortgage loans
               in loan group 1 and, after the total principal balance of the
               class A-1A certificates has been reduced to zero, the funds
               allocated to principal with respect to mortgage loans in loan
               group 2, provided that, on each distribution date the total
               principal balance of the class A-SB certificates must, subject to
               available funds, be paid down, if necessary, to the scheduled
               principal balance for that class for that distribution date that
               is set forth on Annex E to this offering prospectus before any
               payments of principal are made with respect to the class A-1,
               A-2, A-2FL, A-3 and/or A-3FL certificates, and

          (ii) to the holders of the class A-1A certificates, until the total
               principal balance of such certificates is reduced to zero, in an
               aggregate amount equal to the funds allocated to principal with
               respect to mortgage loans in loan group 2 and, after the total
               principal balance of the class A-1, A-2, A-2FL, A-3, A-3FL and
               A-SB certificates has been reduced to zero, the funds allocated
               to principal with respect to mortgage loans in loan group 1.

     In the case of the class A-2FL certificates, any payments of principal will
first be made with respect to the class A-2FL REMIC II regular interest, after
which corresponding payments of principal will be made to the class A-2FL
certificateholders. All distributions of principal with respect to the class
A-2FL REMIC II regular interest will be made to a segregated account or
sub-account maintained by the trustee from which they will, in turn, be
distributed to the holders of the class A-2FL certificates. The total principal
balance of the class A-2FL certificates will equal the total principal balance
of the class A-2FL REMIC II regular interest.

     In the case of the class A-3FL certificates, any payments of principal will
first be made with respect to the class A-3FL REMIC II regular interest, after
which corresponding payments of principal will be made to the class A-3FL
certificateholders. All distributions of principal with respect to the class
A-3FL REMIC II regular interest will be made to a segregated account or
sub-account maintained by the trustee from which they will, in turn, be
distributed to the holders of the class A-3FL certificates. The total principal
balance of the class A-3FL certificates will equal the total principal balance
of the class A-3FL REMIC II regular interest.

     In the case of the class AM-FL certificates, any payments of principal will
first be made with respect to the class AM-FL REMIC II regular interest, after
which corresponding payments of principal will be made to the class AM-FL
certificateholders. All distributions of principal with respect to the class
AM-FL REMIC II regular interest will be made to a segregated account or
sub-account maintained by the trustee from which they will, in turn, be
distributed to the holders of the class AM-FL certificates. The total principal
balance of the class AM-FL certificates will equal the total principal balance
of the class AM-FL REMIC II regular interest.

     In the case of the class AJ-FL certificates, any payments of principal will
first be made with respect to the class AJ-FL REMIC II regular interest, after
which corresponding payments of principal will be made to the class AJ-FL
certificateholders. All distributions of principal with respect to the class
AJ-FL REMIC II regular interest will be made to a segregated account or
sub-account maintained by the trustee from which they will, in turn, be
distributed to the holders of the class AJ-FL certificates. The total principal
balance of the class AJ-FL certificates will equal the total principal balance
of the class AJ-FL REMIC II regular interest.

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


                                       26



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

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

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

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

     Reimbursements of the advances described in the prior two paragraphs will
generally be made first from principal collections on the mortgage loans
included in the loan group which includes the mortgage loan in respect of which
the advance was made, and if those collections are insufficient to make a full
reimbursement, then from principal collections on the mortgage loans in the
other loan group. As a result, distributions of principal with respect to the
class A-1, A-2, A-3, A-SB or A-1A certificates, the class A-2FL certificates
(through the class A-2FL REMIC II regular interest) or the class A-3FL
certificates (through the class A-3FL REMIC II regular interest) may be reduced
even if the advances being reimbursed were made in respect of mortgage loans
included in the loan group that does not primarily relate to such class of
certificates.

     If any advance described above is not reimbursed in whole on any
distribution date due to insufficient principal collections and, solely in the
case of an advance that is nonrecoverable on a loan-specific basis, interest
collections on the mortgage pool during the related collection period, then the
portion of that advance which remains unreimbursed will be carried over, and
continue to accrue interest, for reimbursement on the following distribution
date.

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

     See "Description of the Offered Certificates--Payments--Payments of
Principal" and "--Payments--Priority of Payments" and "--Payments on the Class
A-2FL, A-3FL, AM-FL and AJ-FL Certificates" in this offering prospectus.

E. AMORTIZATION, LIQUIDATION AND PAYMENT TRIGGERS

     As a result of losses on the mortgage loans and/or default-related or other
unanticipated expenses of the issuing entity, the total principal balance of the
class AM, AM-FL, AJ, AJ-FL, B, C, D, E, F, G, H, J, K, L, M, N,


                                       27



P, Q and S certificates could be reduced to zero at a time when the class A-1,
A-2, A-2FL, A-3, A-3FL, A-SB and A-1A certificates, or any two or more of those
classes, remain outstanding. See "--Description of the Offered
Certificates--Allocation of Losses on the Mortgage Loans and Other Unanticipated
Expenses" below. If the total principal balance of the class AM, AM-FL, AJ,
AJ-FL, B, C, D, E, F, G, H, J, K, L, M, N, P, Q and S certificates is reduced to
zero at a time when the class A-1, A-2, A-2FL, A-3, A-3FL, A-SB and A-1A
certificates, or any two or more of those classes, remain outstanding, any
payments of principal will be distributed to the holders of the outstanding
class A-1, A-2, A-2FL, A-3, A-3FL, A-SB and A-1A certificates, pro rata, rather
than sequentially, in accordance with their respective principal balances and
without regard to loan groups.

F. PAYMENTS OF PREPAYMENT PREMIUMS AND YIELD MAINTENANCE CHARGES

     You may, in certain circumstances, also receive distributions of prepayment
premiums and yield maintenance charges collected on the mortgage loans. Any
distributions of those amounts would be in addition to the distributions of
principal and interest described above.

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

     o    the holders of any of the class A-1, A-2, A-2FL, A-3, A-3FL, A-SB,
          A-1A, AM, AM-FL, AJ, AJ-FL, B, C, D, E, F, G, H and/or J certificates
          that are then entitled to receive (in the case of the holders of the
          class A-2FL certificates, through the class A-2FL REMIC II regular
          interest, in the case of the holders of the class A-3FL certificates,
          through the class A-3FL REMIC II regular interest, in the case of the
          holders of the class AM-FL certificates, through the class AM-FL REMIC
          II regular interest and, in the case of the holders of the class AJ-FL
          certificates, through the class AJ-FL REMIC II regular interest)
          payments of principal with respect to the loan group that includes the
          prepaid mortgage loan;

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

     o    the holders of the class XP certificates.

provided that payments of prepayment premiums and yield maintenance charges to
holders of certificates of each of classes A-2FL, A-3FL, AM-FL and AJ-FL will be
based on the portion of those items allocable to the corresponding REMIC II
regular interest; and provided, further, that, for so long as a swap agreement
is in effect with respect to the class A-2FL, A-3FL, AM-FL or AJ-FL certificates
and there is no continuing payment default thereunder, all prepayment premiums
and yield maintenance charges allocable to the corresponding REMIC II regular
interest will be payable to the related swap counterparty.

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

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

G. FEES AND EXPENSES

     The amounts available for distribution on the certificates on any
distribution date will generally be reduced by the fees and expenses described
below.


                                       28



     Master Servicers. The master servicers will earn a master servicing fee
with respect to each and every mortgage loan held by the issuing entity,
including each specially serviced mortgage loan, if any, and each mortgage loan,
if any, as to which the corresponding mortgaged real property has been acquired
as foreclosure property as part of the assets of the issuing entity. With
respect to each such mortgage loan, the master servicing fee will: (1) generally
be calculated for the same number of days and on the same principal amount as
interest accrues or is deemed to accrue on that mortgage loan; (2) accrue at an
annual rate that ranges, on a loan-by-loan basis, from 0.0200% to 0.0930% per
annum; and (3) be payable (a) monthly from amounts allocable as interest with
respect to that mortgage loan and/or (b) if the subject mortgage loan and any
related foreclosure property has been liquidated on behalf of, among others, the
certificateholders, out of general collections on the mortgage pool. Master
servicing fees with respect to any mortgage loan will include the primary
servicing fees payable by the applicable master servicer to any sub-servicer
with respect to that mortgage loan.

     Special Servicer. The special servicer will earn a special servicing fee
with respect to each mortgage loan that is being specially serviced or as to
which the corresponding mortgaged real property has been acquired as foreclosure
property as part of the assets of the issuing entity. With respect to each such
mortgage loan, the special servicing fee will: (a) accrue for the same number of
days and on the same principal amount as interest accrues or is deemed to accrue
from time to time on that mortgage loan; (b) accrue at a special servicing fee
rate of 0.35% per annum (but in any event not less than $4,000 per month with
respect to any specially serviced mortgage loan and each mortgage loan as to
which the corresponding mortgaged real property has been acquired by the issuing
entity through foreclosure, deed-in-lieu of foreclosure or otherwise following a
default); and (c) be payable monthly from general collections on the mortgage
pool.

     The special servicer will, in general, be entitled to receive a workout fee
with respect to each specially serviced mortgage loan that it successfully works
out. The workout fee will be payable out of, and will be calculated by
application of a workout fee rate of 1.0% to, each collection of interest and
principal received on the subject mortgage loan for so long as it is not
returned to special servicing by reason of an actual or reasonably foreseeable
default.

     Subject to the exceptions described under "Servicing of the Mortgage
Loans--Servicing and Other Compensation and Payment of Expenses--Principal
Special Servicing Compensation" and "--The Principal Recovery Fee" in this
offering prospectus, the special servicer will, in general, be entitled to
receive a principal recovery fee with respect to: (a) each specially serviced
mortgage loan--or any replacement mortgage loan substituted for it--as to which
the special servicer obtains a full or discounted payoff from the related
borrower; and (b) any specially serviced mortgage loan or foreclosure property
as to which the special servicer receives any liquidation proceeds, sale
proceeds, insurance proceeds or condemnation proceeds. As to each such specially
serviced mortgage loan or foreclosure property, the principal recovery fee will
be payable from, and will be calculated by application of a principal recovery
fee rate of 1.0% to, the related payment or proceeds.

     Trustee. The trustee will earn a trustee fee, which for any distribution
date, will equal one month's interest at 0.0004% per annum with respect to each
and every mortgage loan held by the issuing entity, including each specially
serviced mortgage loan, if any, and each mortgage loan, if any, as to which the
corresponding mortgaged real property has been acquired as foreclosure property
as part of the assets of the issuing entity.

     Other Fees and Expenses. The master servicers, the special servicer and the
trustee will be entitled to certain other additional compensation and the
reimbursement of expenses.

     Further information with respect to the foregoing fees and expenses,
including information regarding the general purpose of and the source of payment
for these fees and expenses, as well as information regarding other fees and
expenses, is set forth under "Description of the Offered Certificates--Fees and
Expenses" in this offering prospectus.


                                       29



     Series 2006 LDP8 Fees and Expenses. The applicable master servicer, the
special servicer and the trustee under the Series 2006-LDP8 pooling and
servicing agreement are each entitled to receive payments of their fees and
reimbursements of their expenses as provided in the Series 2006-LDP8 pooling and
servicing agreement. Certain fees and expenses payable to the applicable master
servicer, the special servicer and the trustee under the Series 2006-LDP8
pooling and servicing agreement will be payable first out of collections on the
Park La Brea Apartments loan combination and then out of general collections on
the other loans included in the Series 2006-LDP8 securitization trust and
general collections on the mortgage loans included in the assets of the issuing
entity for our series ML-CFC 2006-4 certificates for each securitization trust's
pro rata share of fees, costs and expenses related to the servicing of the Park
La Brea Apartments loan combination.

     The foregoing fees and expenses will generally be payable prior to
distribution on the offered certificates. If any of the foregoing fees and
expenses are identified as being payable out of a particular source of funds,
then the subject fee or expense, as the case may be, will be payable out of that
particular source of funds prior to any application of those funds to make
payments with respect to the offered certificates. In addition, if any of the
foregoing fees and expenses are identified as being payable out of general
collections with respect to the mortgage pool, then the subject fee or expense,
as the case may be, will be payable out of those general collections prior to
any application of those general collections to make payments with respect to
the offered certificates.

ALLOCATION OF LOSSES ON THE MORTGAGE LOANS AND OTHER UNANTICIPATED EXPENSES

     Because of losses on the mortgage loans, reimbursements of advances
determined to be nonrecoverable on a loan-specific basis and/or default-related
and other unanticipated expenses of the issuing entity (such as interest on
advances, special servicing fees, workout fees and principal recovery fees), the
total principal balance of the mortgage pool, less any related outstanding
advances of principal, may fall below the total principal balance of the
principal balance certificates. For purposes of this determination only, effect
will not be given to any reductions of the principal balance of any mortgage
loan for payments of principal collected on the mortgage loans that were used to
reimburse any advances outstanding after a workout of another mortgage loan to
the extent those advances are not otherwise determined to be nonrecoverable on a
loan-specific basis. If and to the extent that those losses, reimbursements and
expenses cause the total principal balance of the mortgage pool, less any
related outstanding advances of principal, to be less than the total principal
balance of the principal balance certificates following the payments made on the
certificates on any distribution date, the total principal balances of the
following classes of principal balance certificates (or, in the case of the
reference to "A-2FL" below, the class A-2FL REMIC II regular interest, in the
case of the reference to "A-3FL" below, the class A-3FL REMIC II regular
interest, in the case of the reference to "AM-FL" below, the class AM-FL REMIC
II regular interest and, in the case of the reference to "AJ-FL" below, the
class AJ-FL REMIC II regular interest) will be successively reduced in the
following order, until the deficit is eliminated:


                                       30



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

     Any reduction to the total principal balances of the class A-1, A-2, A-3,
A-SB and A-1A certificates, the class A-2FL REMIC II regular interest and the
class A-3FL REMIC II regular interest will be made on a pari passu and pro rata
basis in accordance with the relative sizes of those principal balances, without
regard to loan groups.

     Although losses on the mortgage loans, extraordinary expenses and available
funds shortfalls will not be directly allocated to the class A-2FL, A-3FL, AM-FL
and/or AJ-FL certificates, such losses and shortfalls may be allocated to the
class A-2FL REMIC II regular interest, the class A-3FL REMIC II regular
interest, the class AM-FL REMIC II regular interest or the class AJ-FL REMIC II
regular interest, as the case may be, in reduction of the total principal
balance thereof, and the amount of its interest entitlement, respectively. Any
decrease in the total principal balance of the class A-2FL REMIC II regular
interest, the class A-3FL REMIC II regular interest, the class AM-FL REMIC II
regular interest or the class AJ-FL REMIC II regular interest will result in a
corresponding decrease in the total principal balance of the class A-2FL
certificates, the class A-3FL certificates, the class AM-FL certificates or the
class AJ-FL, as applicable, and any interest shortfalls suffered by the class
A-2FL REMIC II regular interest, the class A-3FL REMIC II regular interest, the
class AM-FL REMIC II regular interest or the class AJ-FL REMIC II regular
interest (in each case for whatever reason) will reduce the amount of interest
distributed on the class A-2FL certificates, the class A-3FL certificates, the
class AM-FL certificates or the class AJ-FL certificates, as applicable, to the
extent described in this offering prospectus.

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

ADVANCES OF DELINQUENT MONTHLY DEBT SERVICE PAYMENTS

     Except as described below, each master servicer will be required to make
advances of principal and/or interest due on the mortgage loans master serviced
(which, in the case of Midland Loan Services, Inc., includes the Park La Brea
Apartments trust mortgage loan) by that master servicer with respect to any
delinquent monthly payments, other than balloon payments. In addition, the
trustee must make any of those advances that the applicable master servicer is
required but fails to make. As described under "Description of the Offered


                                       31



Certificates--Advances of Delinquent Monthly Debt Service Payments and
Reimbursement of Advances" in this offering prospectus, any party that makes an
advance will be entitled to be reimbursed for the advance, together with
interest at a published prime rate, as described in that section of this
offering prospectus.

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

     In addition, if any of the adverse events or circumstances that we refer to
under "Servicing of the Mortgage Loans--Required Appraisals" in, and describe in
the glossary to, this offering prospectus occur or exist with respect to any
mortgage loan or the mortgaged real property for that mortgage loan (excluding
the Park La Brea Apartments trust mortgage loan), the special servicer will be
obligated to obtain a new appraisal or, at the special servicer's option in
cases involving mortgage loans with relatively small principal balances, conduct
a valuation of that property. If, based on that appraisal or other valuation,
subject to the discussion below regarding the loan combinations, it is
determined that:

     o    the sum of the principal balance of the subject mortgage loan plus
          other delinquent amounts due under the subject mortgage loan exceeds

     o    an amount generally equal to:

          1.   90% of the new estimated value of the related mortgaged real
               property, which value may be reduced by the special servicer
               based on its review of the related appraisal and other relevant
               information; plus

          2.   certain other amounts, such as escrow funds,

then the amount otherwise required to be advanced with respect to interest on
that mortgage loan will be reduced in the same proportion that the excess,
sometimes referred to as an appraisal reduction amount, bears to the principal
balance of the mortgage loan, which will be deemed to be reduced by any
outstanding advances of principal in respect of that mortgage loan. In the event
advances of interest are so reduced, funds available to make payments on the
certificates then outstanding will be reduced.

     The calculation of any appraisal reduction amount in respect of any trust
mortgage loan that is part of a loan combination will take into account the
related B-note loan, which is not held by the issuing entity. The special
servicer will determine on a monthly basis whether an appraisal reduction amount
exists with respect to any of those loan combinations based on a calculation
that generally treats the subject loan combination as if it were a single
mortgage loan. Any resulting appraisal reduction amount with respect to any of
those loan combinations will be allocated, first to the related B-note loan (up
to the amount of the outstanding principal balance of that B-note loan), and
then to the related mortgage loan held by the issuing entity. The amount of
advances of interest on each of the mortgage loans held by the issuing entity
that is part of a loan combination will be reduced so as to take into account
any appraisal reduction amount allocable to the subject mortgage loan.

     In the case of the Park La Brea Apartments trust mortgage loan, if adverse
events or circumstances similar to those referred to above occur or exist with
respect to the Park La Brea Apartments loan combination, the Series


                                       32



2006-LDP8 special servicer will be similarly required to obtain a new appraisal
and determine, in a manner similar to the foregoing discussion, whether an
appraisal reduction amount exists with respect to the Park La Brea Apartments
loan combination, which would be treated as a single mortgage loan for those
purposes, taking into account the Park La Brea Apartments pari passu non-trust
loan. Any resulting appraisal reduction amount with respect to the Park La Brea
Apartments loan combination will be allocated to the Park La Brea Apartments
trust mortgage loan and the Park La Brea Apartments pari passu non-trust loan,
on a pari passu basis. The interest portion of any advance in respect of a
delinquent debt service payment with respect to the Park La Brea Apartments
trust mortgage loan will be reduced as a result of an appraisal reduction amount
determined by the Series 2006-LDP8 master servicer being allocated to that
mortgage loan.

     None of the master servicers or the trustee will be required to make
advances of principal and/or interest with respect to any mortgage loan that is
not held by the issuing entity.

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

REPORTS TO CERTIFICATEHOLDERS

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

     You may also review on the trustee's website or, upon reasonable prior
notice, at the trustee's offices during normal business hours, a variety of
information and documents that pertain to the mortgage loans and the mortgaged
real properties for those loans.

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

OPTIONAL AND OTHER TERMINATION

     Specified parties to the transaction may purchase all of the mortgage loans
and any foreclosure properties held by the issuing entity, and thereby terminate
the issuing entity, when the aggregate principal balance of the mortgage loans,
less any outstanding advances of principal, is less than approximately 1.0% of
the initial mortgage pool balance.

     In addition, if, following the date on which the total principal balance of
the offered certificates is reduced to zero, all of the remaining certificates,
including the class XP certificates (but excluding the class R-I and R-II
certificates) are held by the same certificateholder, the issuing entity may
also be terminated, subject to such additional conditions as may be set forth in
the pooling and servicing agreement, in connection with an exchange of all the
remaining certificates (other than the class R-I and R-II certificates) for all
the mortgage loans and any foreclosure properties held by the issuing entity at
the time of exchange.

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


                                       33



              THE MORTGAGE LOANS AND THE MORTGAGED REAL PROPERTIES

GENERAL

     In this section, we provide summary information with respect to the
mortgage loans that we intend to transfer to the issuing entity. For more
detailed information regarding those mortgage loans, you should review the
following sections in this offering prospectus:

     o    "Description of the Mortgage Pool";

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

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

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

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

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

     When reviewing the information that we have included in this offering
prospectus with respect to the mortgage loans that are to be transferred to the
issuing entity, please note that--

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

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

     o    all weighted average information provided with respect to the mortgage
          loans reflects a weighting of the subject mortgage loans based on
          their respective cut-off date principal balances;

     o    unless specifically indicated otherwise (for example, with respect to
          loan-to-value and debt service coverage ratios and cut-off date
          balances per unit of mortgaged real property of the Park La Brea
          Apartments trust mortgage loan, in which case, the Park La Brea
          Apartments pari passu non-trust loan is taken into account),
          statistical information presented in this offering prospectus with
          respect to any mortgage loan held by the issuing entity that is part
          of a loan combination excludes the related non-trust loan, which is
          not held by the issuing entity;

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

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

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


                                       34



SUBSTITUTIONS, ACQUISITIONS AND REMOVALS OF MORTGAGE LOANS

     On or prior to the date of initial issuance of the offered certificates, we
will acquire the mortgage loans from the sponsors and will transfer the mortgage
loans to the issuing entity. Except as contemplated in the following paragraphs
regarding the replacement of a defective mortgage loan, no mortgage loan may
otherwise be added to the assets of the issuing entity.

     Each sponsor, with respect to each mortgage loan transferred by it to us
for inclusion in the assets of the issuing entity, will:

     o    make, as of the date of initial issuance of the offered certificates,
          and subject to any applicable exceptions, the representations and
          warranties generally described under "Description of the Mortgage
          Pool--Representations and Warranties" in this offering prospectus; and

     o    agree to deliver the loan documents described under "Description of
          the Mortgage Pool--Assignment of the Mortgage Loans" in this offering
          prospectus.

     If there exists a breach of any of those representations and warranties, or
if there exists a document defect with respect to any mortgage loan, which
breach or document defect materially and adversely affects the value of the
subject mortgage loan or the interests of the certificateholders, and if that
breach or document defect is not cured within the period contemplated under
"Description of the Mortgage Pool--Repurchases and Substitutions" in this
offering prospectus, then the affected mortgage loan will be subject to
repurchase or substitution as described under "Description of the Mortgage
Pool--Repurchases and Substitutions" in this offering prospectus.

     If any mortgage loan experiences payment defaults similar to the payment
defaults that would result in a transfer of servicing from the applicable master
servicer to the special servicer, then it will be subject to a fair value
purchase option on the part of the special servicer, the holder--or, if
applicable, the beneficial owner--of certificates representing the largest
percentage interest of voting rights allocated to the controlling class or an
assignee of the foregoing, as described under "Servicing of the Mortgage
Loans--Realization Upon Defaulted Mortgage Loans--Fair Value Call" in this
offering prospectus.

     If, in the case of any mortgage loan held by the issuing entity, there
exists additional debt that is secured by the related mortgaged real property or
by an interest in the related borrower, which additional debt is not held by the
issuing entity, then the lender on that additional debt may be entitled to
acquire that mortgage loan--generally at a price no less than the unpaid
principal balance of the subject mortgage loan, plus interest, exclusive of
default interest, accrued thereon--upon the occurrence of a default or, in some
cases, a reasonably foreseeable default.

     The issuing entity will be subject to optional termination as discussed
under "Description of the Offered Certificates--Termination" in this offering
prospectus.

PAYMENT AND OTHER TERMS

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

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


                                       35



     Each of the mortgage loans currently accrues interest at the annual rate
specified with respect to that loan on Annex A-1 to this offering prospectus.
The mortgage interest rate for each mortgage loan is, in the absence of default,
fixed for the entire term of the mortgage loan.

A.  Partial Interest-Only Balloon Loans

     One hundred seventeen (117) of the mortgage loans, representing
approximately 32.9% of the initial mortgage pool balance (94 mortgage loans in
loan group 1, representing approximately 33.6% of the initial loan group 1
balance, and 23 mortgage loans in loan group 2, representing approximately 29.4%
of the initial loan group 2 balance), require:

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

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

     o    a substantial payment of principal on its maturity date.

     In the case of one (1) mortgage loan (loan number 30), there is an initial
amortization period before the interest-only period commences.

B. Interest-Only Balloon Loans

     Fifty-one (51) of the mortgage loans, representing approximately 46.7% of
the initial mortgage pool balance (47 mortgage loans in loan group 1,
representing approximately 44.5% of the initial loan group 1 balance, and four
(4) mortgage loans in loan group 2, representing approximately 57.2% of the
initial loan group 2 balance), require the payment of interest only until the
related maturity date and provide for the repayment of the entire principal
balance on the related maturity date.

C. Amortizing Balloon Loans

     One hundred nine (109) of the mortgage loans, representing approximately
20.2% of the initial mortgage pool balance (88 mortgage loans in loan group 1,
representing approximately 21.6% of the initial loan group 1 balance, and 21
mortgage loans in loan group 2, representing approximately 13.4% of the initial
loan group 2 balance), provide for:

     o    no interest-only period;

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

     o    a substantial payment of principal on its maturity date.

     These 109 balloon mortgage loans do not include any of the balloon mortgage
loans described under "--Partial Interest-Only Balloon Loans" above or
"--Interest-Only Balloon Loans" above.

D. Fully Amortizing Loans

     Two (2) of the mortgage loans, representing approximately 0.2% of the
initial mortgage pool balance and approximately 0.3% of the initial loan group 1
balance, each have a payment schedule that provides for the payment of principal
on the subject mortgage loan substantially in full by its maturity date.


                                       36



LOAN COMBINATIONS

     Three (3) mortgage loans are, in each case, part of a loan combination
comprised of two (2) or more mortgage loans that are obligations of the same
borrower, only one of which will be transferred to the issuing entity. The
remaining mortgage loan in each loan combination will not be transferred to the
issuing entity, however all of the mortgage loans in the subject loan
combination are together secured by the same mortgage instrument(s) encumbering
the same mortgaged real property or properties. In the case of each such loan
combination, the mortgage loan that will not be transferred to the issuing
entity is subordinate or pari passu (as indicated in the table below) in right
of payment with the mortgage loan in the same loan combination that has been
transferred to the issuing entity, to the extent set forth in the related
co-lender or intercreditor agreement. All of the mortgage loans comprising a
given loan combination are cross-defaulted with each other.

     The following mortgage loans are each part of a loan combination:



                                                                       ORIGINAL
                                                                  PRINCIPAL BALANCE         ORIGINAL
MORTGAGED REAL PROPERTY NAME                       % OF INITIAL       OF RELATED      PRINCIPAL BALANCE OF
(AS IDENTIFIED ON ANNEX A-1       CUT-OFF DATE       MORTGAGE         PARI PASSU         RELATED B-NOTE
TO THIS OFFERING PROSPECTUS)   PRINCIPAL BALANCE   POOL BALANCE   NON-TRUST LOAN(S)     NON-TRUST LOAN(S)
----------------------------   -----------------   ------------   -----------------     -----------------

Park La Brea Apartments          $387,500,000          8.6%          $387,500,000              N/A
Konover Hotel Portfolio          $ 67,000,000          1.5%          $    N/A               4,000,000
93-20 Roosevelt Avenue           $ 11,134,678          0.2%          $    N/A                 718,750


     See "Description of the Mortgage Pool--The Loan Combinations" in this
offering prospectus for a more detailed description, with respect to each loan
combination, of the related co-lender arrangement and the priority of payments
among the mortgage loans constituting such loan combination. Also, see
"Description of the Mortgage Pool--Additional Loan and Property
Information--Additional and Other Financing" in this offering prospectus.

DELINQUENCY STATUS

     None of the mortgage loans was 30 days or more delinquent with respect to
any monthly debt service payment as of its cut-off date or at any time since the
date of its origination. None of the mortgage loans has experienced any losses
of principal or interest (through forgiveness of debt or restructuring) since
origination.

PREPAYMENT LOCK-OUT PERIODS

     Except as described under "Description of the Mortgage Pool--Terms and
Conditions of the Mortgage Loans--Prepayment Lock-out Periods" in this offering
prospectus with respect to two (2) mortgage loans (loan numbers 2 and 145), the
mortgage loans restrict prepayment for a particular period commonly referred to
as a lock-out period and, in most cases (see "--Defeasance" below), a period
during which the subject mortgage loan may be defeased but not prepaid. The
weighted average remaining lock-out period and defeasance period of the mortgage
loans that provide for a lock-out period or for both lock-out and defeasance
periods, is approximately 93 payment periods.

DEFEASANCE

     Two hundred sixty-three (263) of the mortgage loans, representing
approximately 92.0% of the initial mortgage pool balance (222 mortgage loans in
loan group 1, representing approximately 92.5% of the initial loan group 1
balance, and 41 mortgage loans in loan group 2, representing approximately 89.7%
of the initial loan group 2 balance), permit the related borrower, under certain
conditions, to obtain a full or, in some cases, a partial release of the related
mortgaged real property from the mortgage lien by delivering U.S. Treasury
obligations or other non-callable government securities as substitute collateral
(or in some cases, other non-callable instruments


                                       37



meeting certain requirements (including that delivering such instruments as
substitute collateral would not result in adverse tax or ratings consequences to
the issuing entity or the certificates) specified in the related mortgage loan
documents). The payments on the defeasance collateral are required to be at
least equal to an amount sufficient to make, when due, all debt service payments
on the defeased mortgage loan or portion thereof or allocated to the related
mortgaged real property, including any balloon payment. Except as indicated in
the following sentence, none of these mortgage loans permits defeasance prior to
the second anniversary of the date of initial issuance of the certificates. In
the case of the Park La Brea Apartments loan combination, a REMIC election was
made with respect to the Park La Brea Apartments trust mortgage loan on the
closing date of the Series 2006-LDP8 securitization (which occurred on September
28, 2006), and defeasance is permitted following the second anniversary of that
closing date.

PREPAYMENT CONSIDERATION

     Twenty four (24) of the mortgage loans, representing approximately 17.9% of
the initial mortgage pool balance (12 mortgage loans in loan group 1,
representing approximately 8.3% of the initial loan group 1 balance, and 12
mortgage loans in loan group 2, representing approximately 63.0% of the initial
loan group 2 balance), provide for the payment of prepayment consideration in
connection with a voluntary prepayment during part of the loan term and, in all
but two (2) cases (loan numbers 2 and 145), following an initial prepayment
lock-out period. See "Description of the Mortgage Pool--Terms and Conditions of
the Mortgage Loans--Prepayment Consideration" in this offering prospectus.

     In the case of two (2) of the 24 mortgage loans referred to above (loan
numbers 1 and 65), the related borrower may either prepay the mortgage loan with
prepayment consideration (i.e. a yield maintenance amount or a prepayment
premium, as provided in the related loan documents) or defease the mortgage loan
following the initial lockout period (except that, in the case of the Park La
Brea Apartments loan combination, for the first month following the initial
lock-out period, only prepayment with prepayment consideration is permitted).

     In the case of four (4) of the 24 mortgage loans (loan numbers 99, 128, 231
and 261), the related loan documents provide for an initial lock out period
followed by a period during which the subject mortgage may be prepaid with
prepayment consideration, provided that in the event the cost to fully defease
any of those mortgage loans would be less than the prepayment consideration, the
related borrower will be required to defease the mortgage loan to obtain a
release of the related mortgaged real property.

     In the case of one mortgage loan (loan number 145), the related loan
documents provide for an initial period during which the subject mortgage loan
may be prepaid with prepayment consideration, followed by a period during which
the mortgage loan may only be defeased.

     In the case of one mortgage loan (loan number 203), the related loan
documents provide for an initial lock out period followed by a period which the
subject mortgage loan may only be defeased followed by a period where the
mortgage loan may be prepaid with prepayment consideration.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       38



ADDITIONAL STATISTICAL INFORMATION

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



                                                                                MORTGAGE POOL    LOAN GROUP 1    LOAN GROUP 2
                                                                                -------------    ------------    ------------

Initial mortgage pool/loan group balance                                       $4,522,709,155   $3,732,868,568   $789,840,587
Number of mortgage loans                                                                  279              231             48
Number of mortgaged real properties                                                       338              284             54
Percentage of investment grade, shadow rated loans (mortgage loan no. 17)(1)             1.1%             1.3%           0.0%
Average cut-off date principal balance                                             16,210,427       16,159,604     16,455,012
Largest cut-off date principal balance                                            387,500,000      225,000,000    387,500,000
Smallest cut-off date principal balance                                               759,360          759,360        914,000
Weighted average mortgage interest rate                                               5.8791%          5.8475%        6.0287%
Highest mortgage interest rate                                                        6.8600%          6.8600%        6.8000%
Lowest mortgage interest rate                                                         4.6500%          5.2430%        4.6500%
Number of cross-collateralized loans                                                       12               10              2
Cross-collateralized loan groups as a percentage of initial
mortgage pool/loan group balance                                                         5.7%             6.4%           2.1%
Number of multi-property mortgage loans                                                    16               14              2
Multi-property mortgage loans as a percentage of initial
mortgage pool/loan group balance                                                        13.1%            15.3%           2.6%
Weighted average underwritten debt service coverage ratio (2)(3)                        1.34x            1.35x          1.29x
Highest underwritten debt service coverage ratio (2)                                    3.01x            3.01x          1.43x
Lowest underwritten debt service coverage ratio(2)                                      1.10x            1.10x          1.12x
Weighted average cut-off date loan-to-value ratio(2)(3)                                 70.0%            70.8%          66.0%
Highest cut-off date loan-to-value ratio(2)                                             83.0%            80.2%          83.0%
Lowest cut-off date loan-to-value ratio(2)                                              32.2%            32.2%          49.9%
Weighted average original term to maturity (months)                                       108              106            118
Longest original term to maturity (months)                                                216              180            216
Shortest original term to maturity (months)                                                60               60             60
Weighted average remaining term to maturity (months)                                      106              104            115
Longest remaining term to maturity (months)                                               213              178            213
Shortest remaining term to maturity (months)                                               54               54             55


----------
(1)  It has been confirmed to us by each of Moody's and S&P, in accordance with
     their respective methodologies, that loan number 17 has credit
     characteristics consistent with an investment grade-rated obligation.

(2)  In the case of certain mortgage loans, the related debt service coverage
     ratio and/or loan-to-value ratio was calculated by taking into account a
     holdback amount and/or a letter of credit or calculated by taking into
     account various assumptions regarding the financial performance of the
     related mortgaged real property on a "stabilized" basis. See the footnotes
     to Annex A-1 to this offering prospectus for more information regarding the
     calculations of debt service coverage ratios and loan-to-value ratios with
     respect to the mortgage loans referred to above.

(3)  In the case of the Park La Brea Apartments trust mortgage loan, the debt
     service coverage ratio and the cut-off date loan-to-value ratio were
     determined taking into consideration, in the case of the debt service
     coverage ratio, the aggregate annualized amount of debt service that will
     be payable under the Park La Brea Apartments trust mortgage loan and the
     Park La Brea Apartments pari passu non-trust loan and, in the case of the
     cut-off date loan-to-value ratio, the cut-off date principal balance of the
     Park La Brea Apartments trust mortgage loan and the Park La Brea Apartments
     pari passu non-trust loan.

PROPERTY TYPE

     The table below shows the number of and the total cut-off date principal
balance and percentages of the initial mortgage pool balance, the loan group 1
balance and the loan group 2 balance, respectively, secured by mortgaged real
properties operated primarily for each indicated purpose:


                                       39





                               NUMBER OF      TOTAL
                               MORTGAGED   CUT-OFF DATE     % OF INITIAL    % OF INITIAL  % OF INITIAL
                                 REAL        PRINCIPAL        MORTGAGE       LOAN GROUP   LOAN GROUP 2
PROPERTY TYPES                PROPERTIES     BALANCE(1)   POOL BALANCE(1)   1 BALANCE(1)   BALANCE(1)
----------------------------  ----------  --------------  ---------------   ------------  ------------

Retail                            148     $2,182,107,348       48.2%            58.5%          0.0%
   Retail-Anchored                 70      1,734,438,177       38.3             46.5           0.0
   Retail-Unanchored               63        307,332,197        6.8              8.2           0.0
   Retail-Single Tenant             9        109,825,528        2.4              2.9           0.0
   Retail-Shadow-Anchored(2)        6         30,511,445        0.7              0.8           0.0
Multifamily                        67        882,191,881       19.5              2.5         100.0
   Multifamily                     61        846,494,365       18.7              2.1          97.3
   Manufactured Housing             6         35,697,516        0.8              0.4           2.7
      Communities
Office(3)                          42        748,166,898       16.5             20.0           0.0
Hospitality                        37        395,791,650        8.8             10.6           0.0
Mixed Use                          16        147,579,505        3.3              4.0           0.0
Industrial                          9         86,584,256        1.9              2.3           0.0
Self Storage                       17         72,914,436        1.6              2.0           0.0
Other                               2          7,373,181        0.2              0.2           0.0
                                  ---     --------------      -----            -----         -----
TOTAL:                            338     $4,522,709,155      100.0%           100.0%        100.0%
                                  ===     ==============      =====            =====         =====


----------

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

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

(3)  In the case of four (4) mortgage loans (loan numbers 120, 160, 194 and
     249), the related mortgaged real properties are medical offices, some of
     which include a surgical center tenant.

PROPERTY LOCATION

     The mortgaged real properties are located in 41 states and the District of
Columbia. The following table sets forth the indicated information regarding
those states where 5% or more of mortgaged real properties, based on allocated
loan balance, are located.



                 NUMBER OF       TOTAL
                 MORTGAGED   CUT-OFF DATE     % OF INITIAL   % OF INITIAL  % OF INITIAL
                   REAL        PRINCIPAL        MORTGAGE     LOAN GROUP 1  LOAN GROUP 2
STATE           PROPERTIES    BALANCE(1)    POOL BALANCE(1)   BALANCE(1)    BALANCE(1)
--------------  ----------  --------------  ---------------  ------------  ------------

California          80      $1,475,626,223        32.6%         28.2%          53.8%
   Southern(2)      57       1,155,765,003        25.6          20.1           51.3
   Northern(2)      23         319,861,220         7.1           8.0            2.5
Texas               40         544,212,058        12.0          11.2           15.9
Illinois             9         434,292,848         9.6          11.6            0.0
Other              209       2,068,758,026        45.7          49.0           30.3
                   ---      --------------       -----         -----          -----
TOTAL:             338      $4,522,709,155       100.0%        100.0%         100.0%
                   ===      ==============       =====         =====          =====


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


                                       40



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

ENCUMBERED INTERESTS

     The table below shows the number of, as well as the total cut-off date
principal balance and percentage of the initial mortgage pool balance, the
initial loan group 1 balance and the initial loan group 2 balance, respectively,
secured by mortgaged real properties for which the significant encumbered
interest is as indicated:



  ENCUMBERED
INTEREST IN THE     NUMBER OF             TOTAL          % OF INITIAL
MORTGAGED REAL      MORTGAGED         CUT-OFF DATE         MORTGAGE            % OF INITIAL             % OF INITIAL
   PROPERTY      REAL PROPERTIES  PRINCIPAL BALANCE(1)  POOL BALANCE(1)  LOAN GROUP 1 BALANCE(1)  LOAN GROUP 2 BALANCE(1)
---------------  ---------------  --------------------  ---------------  -----------------------  -----------------------

Fee(2)                 328           $4,283,200,150          94.7%                93.6%                    100.0%
Leasehold                6              178,939,005           4.0                  4.8                       0.0
Fee/Leasehold            4               60,570,000           1.3                  1.6                       0.0
                       ---           --------------         -----                -----                     -----
TOTAL:                 338           $4,522,709,155         100.0%               100.0%                    100.0%
                       ===           ==============         =====                =====                     =====


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

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

                       LEGAL AND INVESTMENT CONSIDERATIONS

FEDERAL INCOME TAX CONSEQUENCES

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

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

     1.   the mortgage loans (or, in the case of the Park La Brea Apartments
          mortgage loan, the regular interest in the individual loan REMIC), and

     2.   various other related assets; and

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

     The class R-I and R-II certificates will represent the respective residual
interests in those REMICs.

     Any assets not included in a REMIC will constitute one or more grantor
trusts for U.S. federal income tax purposes.

     The class A-2FL REMIC II regular interest, the class A-3FL REMIC II regular
interest, the class AM-FL REMIC II regular interest, the class AJ-FL REMIC II
regular interest, the swap agreements and the trustee's floating rate account,
will constitute one or more grantor trusts for federal income tax purposes. The
offered certificates (exclusive of the class A-2FL, A-3FL, AM-FL and AJ-FL
certificates), the class A-2FL REMIC II


                                       41



regular interest, the class A-3FL REMIC II regular interest, the class AM-FL
REMIC II regular interest and the class AJ-FL REMIC II regular interest will be
treated as regular interests in REMIC II. This means that they will be treated
as newly issued debt instruments for federal income tax purposes. The class
A-2FL certificates will represent undivided beneficial ownership interests in
the class A-2FL REMIC II regular interest, the related swap agreement and the
applicable sub-account of the trustee's floating rate account. The class A-3FL
certificates will represent undivided beneficial ownership interests in the
class A-3FL REMIC II regular interest, the related swap agreement and the
applicable sub-account of the trustee's floating rate account. The class AM-FL
certificates will represent undivided beneficial ownership interests in the
class AM-FL REMIC II regular interest, the related swap agreement and the
applicable sub-account of the trustee's floating rate account. The class AJ-FL
certificates will represent undivided beneficial ownership interests in the
class AJ-FL REMIC II regular interest, the related swap agreement and the
applicable sub-account of the trustee's floating rate account. You will have to
report income on your offered certificates in accordance with the accrual method
of accounting even if you are otherwise a cash method taxpayer. The offered
certificates (exclusive of the class A-2FL, A-3FL, AM-FL and AJ-FL certificates)
will not represent any interest in the grantor trusts referred to above.

     One or more classes of offered certificates may be issued with more than a
de minimis amount of original issue discount. If you own an offered certificate
issued with original issue discount, you may have to report original issue
discount income and be subject to a tax on this income before you receive a
corresponding cash payment.

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

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

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

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

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

ERISA CONSIDERATIONS

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

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

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

will be able to invest in the offered certificates without giving rise to a
prohibited transaction. This is based upon individual prohibited transaction
exemptions granted to Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Countrywide Securities Corporation by the U.S. Department of Labor plus, in the
case of the class A-2FL, A-3FL, AM-FL and AJ-FL certificates, satisfaction of
the conditions of any available investor-based exemption.

     If you are a fiduciary of any employee benefit plan or other retirement
plan or arrangement subject to Title I of ERISA or section 4975 of the Internal
Revenue Code of 1986, as amended, you are encouraged to review carefully with
your legal advisors whether the purchase or holding of the offered certificates
could give


                                       42



rise to a transaction that is prohibited under ERISA or section 4975 of the
Internal Revenue Code of 1986, as amended. See "ERISA Considerations" in this
offering prospectus and in the accompanying base prospectus.

LEGAL INVESTMENT

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

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

INVESTMENT CONSIDERATIONS

     The rate and timing of payments and other collections of principal on or
with respect to the mortgage loans -- and, in particular, in the case of the
class A-1, A-2, A-2FL, A-3, A-3FL and A-SB certificates, on or with respect to
the mortgage loans in loan group 1, and in the case of the class A-1A
certificates, on or with respect to the mortgage loans in loan group 2 -- may
affect the yield to maturity on each offered certificate. In the case of offered
certificates purchased at a discount, a slower than anticipated rate of payments
and other collections of principal on the mortgage loans -- and, in particular,
in the case of the class A-1, A-2, A-2FL, A-3, A-3FL and A-SB certificates, on
or with respect to the mortgage loans in loan group 1, and in the case of the
class A-1A certificates, on or with respect to the mortgage loans in loan group
2 -- could result in a lower than anticipated yield. In the case of the class XP
certificates and the offered certificates purchased at a premium, a faster than
anticipated rate of payments and other collections of principal on the mortgage
loans -- and, in particular, in the case of the class A-1, A-2, A-2FL, A-3,
A-3FL and A-SB certificates, on or with respect to the mortgage loans in loan
group 1, and in the case of the class A-1A certificates, on or with respect to
the mortgage loans in loan group 2 -- could result in a lower than anticipated
yield.

     The yield on the class A-2FL, A-3FL, AM-FL and AJ-FL certificates will be
highly sensitive to changes in the level of LIBOR.

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

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

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

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

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

     The yield on each of the class A-2FL, A-3FL, AM-FL and AJ-FL certificates,
as well as any offered certificate with a variable or capped pass-through rate,
could also be adversely affected if the mortgage loans with


                                       43



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

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

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


                                       44



                                  RISK FACTORS

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

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

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

     THE RISKS AND UNCERTAINTIES DESCRIBED BELOW AND UNDER "RISK FACTORS" IN THE
ACCOMPANYING BASE PROSPECTUS ARE NOT THE ONLY ONES RELATING TO YOUR OFFERED
CERTIFICATES. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US OR
THAT WE CURRENTLY DEEM IMMATERIAL MAY ALSO IMPAIR YOUR INVESTMENT.

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

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

                    RISKS RELATED TO THE OFFERED CERTIFICATES

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

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

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

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

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

     o    the characteristics and quality of the mortgage loans.

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


                                       45



Certificates Will Be Made Solely from the Limited Assets of the Related Trust,
and Those Assets May Be Insufficient to Make All Required Payments on Those
Certificates" in the accompanying base prospectus.

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

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

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

     Your offered certificates will not be listed on any national securities
exchange or traded on any automated quotation systems of any registered
securities association, and there is currently no secondary market for your
offered certificates. While one or more of the underwriters currently intend to
make a secondary market in the offered certificates, they are not obligated to
do so. Additionally, one or more purchasers may purchase substantial portions of
one or more classes of offered certificates. Moreover, if a secondary market
does develop, there can be no assurance that it will provide you with liquidity
of investment or that it will continue for the life of your offered
certificates. Accordingly, you may not have an active or liquid secondary market
for your offered certificates. Lack of liquidity could result in a substantial
decrease in the market value of your offered certificates. The market value of
your offered certificates also may be affected by many other factors, including
the then prevailing interest rates and market perceptions of risks associated
with commercial mortgage lending, and no representation is made by any person or
entity as to what the market value of any offered certificate will be at any
time. See "Risk Factors--Lack of Liquidity Will Impair Your Ability to Sell Your
Offered Certificates and May Have an Adverse Effect on the Market Value of Your
Offered Certificates" and "--The Market Value of Your Offered Certificates May
Be Adversely Affected by Factors Unrelated to the Performance of Your Offered
Certificates and the Underlying Mortgage Assets, such as Fluctuations in
Interest Rates and the Supply and Demand of CMBS Generally" in the accompanying
base prospectus.

THE OFFERED CERTIFICATES HAVE UNCERTAIN YIELDS TO MATURITY

     The yield on your offered certificates will depend on--

     o    the price you paid for your offered certificates; and

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

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

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

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

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

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


                                       46



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

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

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

     In general, the factors described in the preceding paragraph cannot be
predicted with any certainty. Accordingly, you may find it difficult to analyze
the effect that these factors might have on the yield to maturity of your
offered certificates. Further, in the absence of significant losses on the
mortgage pool, holders of the class A-1, A-2, A-2FL, A-3, A-3FL and A-SB
certificates should be concerned with the factors described in the second
through seventh bullets of the preceding paragraph primarily insofar as they
relate to the mortgage loans in loan group 1. Until the class A-1, A-2, A-2FL,
A-3, A-3FL and A-SB certificates are retired, holders of the class A-1A
certificates would, in the absence of significant losses on the mortgage pool,
be affected by the factors described in the second through seventh bullets of
the preceding paragraph primarily insofar as they relate to the mortgage loans
in loan group 2.

     The yield to investors in the class A-2FL, A-3FL, AM-FL, and AJ-FL
certificates will be highly sensitive to changes in the level of LIBOR.
Investors in the class A-2FL, A-3FL, AM-FL and AJ-FL certificates should
consider the risk that lower than anticipated levels of LIBOR could result in
actual yields that are lower than anticipated yields on the class A-2FL
certificates, the class A-3FL certificates, the class AM-FL certificates and the
class AJ-FL certificates, respectively.

     In addition, because interest payments on the class A-2FL, A-3FL, AM-FL or
AJ-FL certificates may be reduced or the pass-through rate on the class A-2FL,
A-3FL, AM-FL or AJ-FL certificates may convert to the pass-through rate on the
corresponding REMIC II regular interest following the occurrence of certain
events discussed in this offering prospectus, the yield to investors in the
class A-2FL, A-3FL, AM-FL and AJ-FL certificates under such circumstances may
not be as high as that offered by other LIBOR-based investments that are not
subject to such interest rate restrictions.

     In general, the earlier a change in the level of LIBOR, the greater the
effect on the yield to maturity to an investor in the class A-2FL, A-3FL, AM-FL
and AJ-FL certificates. As a result, the effect on such investor's yield to
maturity of a level of LIBOR that is lower than the rate anticipated by such
investor during the period immediately following the issuance of the class
A-2FL, A-3FL, AM-FL and AJ-FL certificates is not likely to be offset by a
subsequent like increase in the level of LIBOR. In the case of each of the
A-2FL, A-3FL, AM-FL and AJ-FL classes, the failure by the swap counterparty to
perform its obligation to make payments under the related swap agreement, the
conversion to a pass-through rate that is below the rate that would otherwise be
payable under the related swap agreement at the applicable floating rate and/or
the reduction of interest payments resulting from payment of interest to the
corresponding REMIC II regular interest based on a pass-through rate below % per
annum, in the case of the class A-2FL certificates, % per annum, in the case of
the class A-3FL certificates, % per annum, in the case of the class AM-FL
certificates would have such a negative impact, and in the case of the class
AJ-FL certificates, % per annum. There can be no assurance that a default by the
swap counterparty and/or the conversion of the pass-through rate from a rate
based on LIBOR to the pass-through rate on the corresponding REMIC II regular
interest would not adversely affect the amount and timing of distributions to
the holders of the class A-2FL, A-3FL, AM-FL and/or AJ-FL certificates. See
"Yield and Maturity Considerations" in this offering prospectus.

     See "Description of the Mortgage Pool", "Servicing of the Mortgage Loans",
"Description of the Offered Certificates--Payments" and "--Reductions to
Certificate Principal Balances in Connection with Realized Losses and Additional
Trust Fund Expenses" and "Yield and Maturity Considerations" in this offering
prospectus. See also "Risk Factors--The Investment Performance of Your Offered
Certificates Will Depend Upon Payments,


                                       47



Defaults and Losses on the Underlying Mortgage Loans; and Those Payments,
Defaults and Losses May Be Highly Unpredictable" and "Yield and Maturity
Considerations" in the accompanying base prospectus.

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

     If you purchase any offered certificates, other than the class XP
certificates, at a premium relative to their principal balances, and if payments
and other collections of principal on the mortgage loans--and, in particular, in
the case of the class A-1, A-2, A-2FL, A-3, A-3FL and A-SB certificates, on the
mortgage loans in loan group 1, and in the case of the class A-1A certificates,
on the mortgage loans in loan group 2--occur with a greater frequency than you
anticipated at the time of your purchase, then your actual yield to maturity may
be lower than you had assumed at the time of your purchase. Conversely, if you
purchase any offered certificates, other than the class XP certificates at a
discount from their principal balances, and if payments and other collections of
principal on the mortgage loans--and, in particular, in the case of the class
A-1, A-2, A-2FL, A-3, A-3FL and A-SB certificates, on the mortgage loans in loan
group 1, and in the case of the class A-1A certificates, on the mortgage loans
in loan group 2--occur with less frequency than you anticipated, then your
actual yield to maturity may be lower than you had assumed. You should consider
that prepayment premiums and yield maintenance charges may not be collected in
all circumstances and no prepayment premium or yield maintenance charge will be
paid in connection with a purchase or repurchase of a mortgage loan.
Furthermore, even if a prepayment premium or yield maintenance charge is
collected and payable on your offered certificates, it may not be sufficient to
offset fully any loss in yield on your offered certificates.

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

     Some of the mortgage loans may require the related borrower to make, or
permit the lender to apply reserve funds to make, partial prepayments if
specified conditions, such as meeting certain debt service coverage ratios
and/or satisfying certain leasing conditions, have not been satisfied. The
required prepayment may need to be made even though the subject mortgage loan is
in its lock-out period. See "Description of the Mortgage Pool--Terms and
Conditions of the Mortgage Loans--Mortgage Loans Which May Require Principal
Paydowns" in this offering prospectus.

     The yield on the class A-2FL, A-3FL, AM-FL and AJ-FL certificates and the
other offered certificates with variable or capped pass-through rates could also
be adversely affected if the mortgage loans with higher net mortgage interest
rates pay principal faster than the mortgage loans with lower net mortgage
interest rates. This is because those classes bear interest at pass-through
rates equal to, based upon or limited by, as applicable, a weighted average of
the adjusted net mortgage interest rates derived from the mortgage loans. In
addition, depending on timing and other circumstances, the pass-through rate for
the class XP certificates may vary with


                                       48



changes in the relative sizes of the total principal balances of the class A-1,
A-2, A-2FL, A-3, A-3FL, A-SB, AM, AM-FL, AJ, AJ-FL, B, C, D, E, F, G, H, J, K, L
and M certificates.

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

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

     o    the terms of the mortgage loans;

     o    the length of any prepayment lockout period;

     o    the level of prevailing interest rates;

     o    the availability of mortgage credit;

     o    the applicable yield maintenance charges or prepayment premiums;

     o    the applicable master servicer's or the special servicer's (or, in the
          case of the Park La Brea Apartments trust mortgage loan, the
          applicable Series 2006-LDP8 master servicer's or Series 2006-LDP8
          special servicer's) ability to enforce yield maintenance charges and
          prepayment premiums;

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

     o    the occurrence of casualties or natural disasters; and

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

     A borrower is generally less likely to prepay its mortgage loan if
prevailing interest rates are at or above the mortgage interest rate borne by
that mortgage loan. On the other hand, a borrower is generally more likely to
prepay its mortgage loan if prevailing rates fall significantly below the
mortgage interest rate borne by that mortgage loan. Borrowers are less likely to
prepay mortgage loans with lock-out periods or yield maintenance charge
provisions, to the extent enforceable, than otherwise identical mortgage loans
without these provisions, with shorter lock-out periods or with lower or no
yield maintenance charges. None of the master servicers (or, with respect to the
Park La Brea Apartments trust mortgage loan, the applicable Series 2006-LDP8
master servicer), the special servicer or the trustee will be required to
advance any yield maintenance charges.

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

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


                                       49



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

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

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

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

THE RIGHT OF THE MASTER SERVICERS, THE SPECIAL SERVICER AND THE TRUSTEE AND THE
RIGHT OF PARTIES ACTING IN SIMILAR CAPACITIES IN RESPECT OF THE SERIES 2006-LDP8
SECURITIZATION TO RECEIVE INTEREST ON ADVANCES, SPECIAL SERVICING FEES,
PRINCIPAL RECOVERY FEES AND WORKOUT FEES WILL AFFECT YOUR RIGHT TO RECEIVE
DISTRIBUTIONS

     To the extent described in this offering prospectus and provided in the
pooling and servicing agreement, the master servicers, the special servicer and
the trustee will each be entitled to receive interest (which will generally
accrue from the date on which the related advance is made through the date of
reimbursement) on unreimbursed advances made by it. In addition, the special
servicer will be entitled to receive, in connection with its servicing,
liquidation and/or workout of defaulted mortgage loans, compensation consisting
of special servicing fees, principal recovery fees and workout fees,
respectively. Furthermore, the Series 2006-LDP8 applicable master servicer,
special servicer and trustee will have similar rights under the Series 2006-LDP8
pooling and servicing agreement with respect to the Park La Brea Apartments
trust mortgage loan. The right to receive these amounts is senior to the rights
of certificateholders to receive distributions on the offered certificates and,
consequently, may result in shortfalls and losses being allocated to the offered
certificates that would not have otherwise resulted.


                                       50



YOUR LACK OF CONTROL OVER THE ISSUING ENTITY CAN CREATE RISKS

     You and other holders of the offered certificates generally do not have a
right to vote and do not have the right to make decisions with respect to the
administration of the issuing entity. See "Description of the Offered
Certificates--Voting Rights" in this offering prospectus. Those decisions are
generally made, subject to the express terms of the pooling and servicing
agreement, by a master servicer, the trustee or the special servicer, as
applicable. Any decision made by one of those parties in respect of the assets
of the issuing entity, even if that decision is determined to be in your best
interests by that party, may be contrary to the decision that you or other
holders of the offered certificates would have made and may negatively affect
your interests. Similarly, you will generally not have the right to vote or make
decisions with respect to the servicing of the Park La Brea Apartments trust
mortgage loan and your interests may be negatively affected by decisions made by
the applicable parties pursuant to the Series 2006-LDP8 pooling and servicing
agreement and the intercreditor agreement for the Park La Brea Apartments loan
combination.

POTENTIAL CONFLICTS OF INTEREST WITH RESPECT TO THE MASTER SERVICERS, THE
SPECIAL SERVICER AND THE CONTROLLING CLASS REPRESENTATIVE

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

     Midland Loan Services, Inc. is also the Series 2006-LDP8 master servicer
responsible for servicing the Park La Brea Apartments loan combination. This
dual role could result in a conflict between Midland's obligations as the
applicable Series 2006-LDP8 master servicer and Midland's obligation to the
trust as a holder of a mortgage loan serviced under the Series 2006-LDP8 pooling
and servicing agreement, notwithstanding the fact that the Series 2006-LDP8
pooling and servicing agreement provides that the loans serviced pursuant to
that agreement, including the Park La Brea Apartments trust mortgage loan, must
be administered in accordance with the servicing standard under the Series
2006-LDP8 pooling and servicing agreement without regard to an affiliation with
any other party involved in the Series 2006-LDP8 transaction or the servicing of
any other loan or property. See "Description of the Mortgage Pool--Park La Brea
Apartments Loan Combination" and "Servicing of the Park La Brea Apartments Loan
Combination" in this offering prospectus.

     A master servicer, the special servicer or any affiliate of a master
servicer or the special servicer may acquire certificates. This could cause a
conflict between a master servicer's or the special servicer's duties to the
issuing entity under the pooling and servicing agreement and its or its
affiliate's interest as a holder of certificates issued under that agreement. In
addition, the master servicers, the special servicer, the applicable series 2006
LDP8 master servicer and the Series 2006-LDP8 special servicer and certain of
their respective affiliates own and are in the business of acquiring assets
similar in type to the assets of the issuing entity. Accordingly, the assets of
those parties and their affiliates may, depending upon the particular
circumstances including the nature and location of those assets, compete with
the mortgaged real properties for tenants, purchasers, financing and in other
matters related to the management and ownership of real estate. See "Servicing
of the Mortgage Loans--Modifications, Waivers, Amendments and Consents" in this
offering prospectus.

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


                                       51



     In addition, in connection with the servicing of the specially serviced
mortgage loans (other than the Park La Brea Apartments trust mortgage loan), the
special servicer may, at the direction of the controlling class representative,
take actions with respect to the specially serviced mortgage loans that could
adversely affect the holders of some or all of the classes of offered
certificates. Similarly, the special servicer may, at the direction of the
holder of a B-note non-trust loan or its designee (prior to the occurrence of a
"change of control" event with respect to that B-note non-trust loan), take
generally similar but not identical actions with respect to the related loan
combination that could adversely affect the holders of some or all of the
classes of offered certificates. Furthermore, the holders of the Konover Hotel
Portfolio and 92-30 Roosevelt Avenue B-note non-trust loans have a par purchase
option with respect to the related A-note mortgage loans that will be assets of
the issuing entity, upon the occurrence of specified adverse circumstances with
respect to the related loan combination. In addition, in connection with the
servicing of the Park La Brea Apartments loan combination if it has become a
specially serviced mortgage loan pursuant to the Series 2006-LDP8 pooling and
servicing Agreement, the Series 2006-LDP8 special servicer may, at the direction
of the controlling class representative of the Series 2006-LDP8 securitization,
take actions with respect to the Park La Brea Apartments loan combination that
could adversely affect the holders of some or all of the classes of offered
certificates. See "Description of the Mortgage Pool--The Loan Combinations--The
Park La Brea Apartments Loan Combination" and "--The A/B Loan Combinations" and
"Servicing of the Mortgage Loans--The Controlling Class Representative and the
Loan Combination Controlling Parties" in this offering prospectus

     The controlling class representative will be selected by the holders of
certificates representing a majority interest in the controlling class. The
controlling class of certificateholders, the controlling class of
certificateholders under the Series 2006-LDP8 pooling and servicing agreement
and the holders of the Konover Hotel Portfolio and 92-30 Roosevelt Avenue B-Note
non-trust loans may have interests that conflict with those of the holders of
the offered certificates. As a result, it is possible that the controlling class
representative, the controlling class of certificateholders under the Series
2006-LDP8 pooling and servicing agreement or the holders of the Konover Hotel
Portfolio and 92-30 Roosevelt Avenue B-Note non-trust loans may direct the
special servicer to take actions which conflict with the interests of the
holders of certain classes of the offered certificates. However, neither the
special servicer for our series ML-CFC 2006-4 securitization nor the series
2006-LDP8 special servicer is permitted to take actions which are prohibited by
law or violate the servicing standard or the terms of the mortgage loan
documents.

                      RISKS RELATED TO THE SWAP AGREEMENTS

DISTRIBUTIONS ON THE CLASS A-2FL, A-3FL, AM-FL AND AJ-FL CERTIFICATES WILL
DEPEND, IN PART, ON PAYMENTS RECEIVED FROM THE SWAP COUNTERPARTY

     The class A-2FL certificateholders, the class A-3FL certificateholders, the
class AM-FL certificateholders and the class AJ-FL certificateholders will have
the benefit of swap agreements with Merrill Lynch Capital Services, Inc. Because
the class A-2FL REMIC II regular interest, the class A-3FL REMIC II regular
interest, the class AM-FL REMIC II regular interest and the class AJ-FL REMIC II
regular interest each accrues interest at a fixed rate of interest subject to a
maximum pass-through rate equal to a weighted average coupon derived from the
adjusted net interest rates on the mortgage loans, the ability of the class
A-2FL certificateholders, the A-3FL certificateholders, the AM-FL
certificateholders and the AJ-FL certificateholders, respectively, to obtain the
payment of interest at the designated LIBOR-based pass-through rate (which
payment of interest may be reduced in certain circumstances as described in this
offering prospectus) will from time to time depend on payment by the swap
counterparty pursuant to each swap agreement. See "Description of the Swap
Agreements" in this offering prospectus.


                                       52



A DECLINE IN THE SWAP COUNTERPARTY'S RATINGS MAY ADVERSELY AFFECT THE RATINGS OF
THE CLASS A-2FL, A-3FL, AM-FL AND AJ-FL CERTIFICATES AND MAY RESULT IN THE
TERMINATION OF THE SWAP AGREEMENTS WITH THE RESULT THAT THE PASS-THROUGH RATES
ON THE CLASS A-2FL, A-3FL, AM-FL AND AJ-FL CERTIFICATES CONVERT TO FIXED RATES

     If the swap counterparty's long-term or short-term ratings (or the
long-term or short-term ratings of any affiliated entity guaranteeing the
obligations of the swap counterparty) fall below the ratings specified under
"Description of the Swap Agreements--The Swap Agreements" in this offering
prospectus, the ratings of the class A-2FL, A-3FL, AM-FL and AJ-FL certificates
may be qualified, downgraded or withdrawn. As a result, the value and
marketability of the class A-2FL, A-3FL, AM-FL and AJ-FL certificates would
likely be adversely affected. See "Description of the Swap Agreements--The Swap
Agreements" in this offering prospectus.

     Also, if the swap counterparty's long-term or short-term ratings (or the
long-term or short-term ratings of any affiliated entity guaranteeing the
obligations of the swap counterparty) fall below the ratings specified under
"Description of the Swap Agreements--The Swap Agreements" in this offering
prospectus, then the swap counterparty may be required to (i) post collateral,
(ii) find a suitable replacement swap counterparty or (iii) find a suitable
guarantor of its obligations under the swap agreements, in each case, as
specified under "Description of the Swap Agreements--The Swap Agreements" in
this offering prospectus.

     If the swap counterparty fails to post acceptable collateral, find a
suitable replacement swap counterparty or find a suitable guarantor of its
obligations under any of the swap agreements as specified under "Description of
the Swap Agreements--The Swap Agreements", or if another event of default or a
termination event occurs under any swap agreement, then the trustee will be
required to take such actions (following the expiration of any applicable grace
period), unless otherwise directed in writing by the holders of 51% (by balance)
of the class A-2FL certificates, the class A-3FL certificates, the class AM-FL
certificates or the class AJ-FL certificates, as applicable, to enforce the
rights of the trustee under that swap agreement as may be permitted by the terms
of that swap agreement, including the termination of that swap agreement, and,
in accordance with the requirements of the pooling and servicing agreement, use
any termination fees received from the swap counterparty to enter into a
replacement swap agreement on substantially similar terms. Other events of
default under each swap agreement will include the failure of either party to
make any payment required thereunder, which failure is not remedied within one
(1) business day following notice thereof. Each swap agreement will provide for
other customary events of default and termination events.

     If a guarantor of the swap counterparty's obligations under any of the swap
agreements is in place, then the ratings requirements of that swap agreement
with respect to the swap counterparty will be satisfied provided that the
ratings of that guarantor satisfy those rating requirements.

     If the costs attributable to entering into a replacement swap agreement
would exceed the net proceeds of the liquidation of the swap agreement with
respect to the class A-2FL, A-3FL, AM-FL or AJ-FL certificates, then a
replacement swap agreement will not be entered into and any such proceeds will
instead be distributed to that class of certificates. There can be no assurance
that the swap counterparty will maintain the required ratings or have sufficient
assets or otherwise be able to fulfill its obligations under the swap
agreements, and there can be no assurance that any termination fee payable by
the swap counterparty under any swap agreement will be sufficient for the
trustee to engage a replacement swap counterparty. Furthermore, a termination
fee may not be payable by the swap counterparty in connection with certain
termination events.

     In addition, and notwithstanding the foregoing, the trustee will not be
obligated to take any enforcement action with respect to any of the swap
agreements unless it has received from the related class of certificateholders
(i.e., class A-2FL, class A-3FL, class AM-FL or class AJ-FL) an indemnity
satisfactory to it with respect to the costs, expenses and liabilities
associated with enforcing the rights of the trust under that swap agreement. No
such costs, expenses and/or liabilities will be payable out of the trust fund.


                                       53



     During the occurrence of a continuing payment default on the part of the
swap counterparty under any swap agreement, or if any swap agreement is
terminated and no replacement swap counterparty is found, the pass-through rate
for the related class of certificates (i.e., class A-2FL, class A-3FL, class
AM-FL, class AJ-FL) will convert to the pass-through rate on the corresponding
REMIC II regular interest, which is a fixed rate of interest subject to a
maximum pass-through rate equal to a weighted average coupon derived from the
adjusted net interest rates on the mortgage loans. Any such conversion to the
pass-through rate on the corresponding REMIC II regular interest might result in
a temporary delay of payment of the distributions to the holders of the class
A-2FL certificates, the class A-3FL certificates, the class AM-FL certificates
or the class AJ-FL certificates, as applicable, if notice of the resulting
change in payment terms of the class A-2FL certificates, the class A-3FL
certificates, the class AM-FL or the class AJ-FL certificates, as applicable, is
not given to DTC within the time frame in advance of the payment date that DTC
requires to modify the payment.

IF THE PASS-THROUGH RATE OF THE CORRESPONDING REMIC II REGULAR INTEREST IS
LIMITED BY A WEIGHTED AVERAGE OF THE ADJUSTED NET INTEREST RATES ON THE MORTGAGE
LOANS, OR IF INTEREST DISTRIBUTIONS WITH RESPECT TO CORRESPONDING REMIC II
REGULAR INTEREST ARE INSUFFICIENT TO MAKE THE REQUIRED PAYMENT TO THE SWAP
COUNTERPARTY, INTEREST DISTRIBUTIONS ON THE CLASS A-2FL, THE CLASS A-3FL
CERTIFICATES, THE CLASS AM-FL OR THE CLASS AJ-FL CERTIFICATES, AS APPLICABLE,
WILL BE REDUCED

     Interest distributions with respect to each of the class A-2FL REMIC II
regular interest, the class A-3FL REMIC II regular interest, the class AM-FL
REMIC II regular interest and the class AJ-FL REMIC II regular interest will be
subject to a maximum pass-through rate equal to a weighted average coupon
derived from the adjusted net interest rates on the mortgage loans. If, in the
case of the class A-2FL REMIC II regular interest, this weighted average coupon
drops below % per annum, then interest distributions on the class A-2FL
certificates will be reduced dollar-for-dollar with the reduction in the amount
of interest allocated to the class A-2FL REMIC II regular interest as a result
of that weighted average coupon dropping below % per annum. If, in the case of
the class A-3FL REMIC II regular interest, this weighted average coupon drops
below % per annum, then interest distributions on the class A-3FL certificates
will be reduced dollar-for-dollar with the reduction in the amount of interest
allocated to the class A-3FL REMIC II regular interest as a result of that
weighted average coupon dropping below % per annum. If in the case of the class
AM-FL REMIC II regular interest, this weighted average coupon drops below % per
annum, then interest distributions on the class AM-FL certificates will be
reduced dollar-for-dollar with the reduction in the amount of interest allocated
to the class AM-FL REMIC II regular interest as a result of that weighted
average coupon dropping below % per annum. If in the case of the class AJ-FL
REMIC II regular interest, this weighted average coupon drops below % per annum,
then interest distributions on the class AJ-FL certificates will be reduced
dollar-for-dollar with the reduction in the amount of interest allocated to the
class AJ-FL REMIC II regular interest as a result of that weighted average
coupon dropping below % per annum. In addition, if for any other reason the
funds allocated to payment of interest distributions on the class A-2FL REMIC II
regular interest, the class A-3FL REMIC II regular interest, the class AM-FL
REMIC II regular interest or the class AJ-FL REMIC II regular interest are
insufficient to make all required interest payments on that REMIC II regular
interest (for example, as a result of prepayment interest shortfalls), then
interest distributions on the class A-2FL certificates, the class A-3FL
certificates, the class AM-FL certificates or the class AJ-FL certificates, as
applicable, will also be reduced dollar-for-dollar. See "Description of the Swap
Agreements" in this offering prospectus.

                       RISKS RELATED TO THE MORTGAGE LOANS

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

     The inclusion, among the assets of the issuing entity, of a significant
concentration of mortgage loans that are secured by mortgage liens on a
particular type of income-producing property makes the overall performance of
the mortgage pool materially more dependent on the factors that affect the
operations at and value of that property type.


                                       54



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

     One hundred forty-eight (148) of the mortgaged real properties, which
represent security for approximately 48.2% of the initial mortgage pool balance
and approximately 58.5% of the initial loan group 1 balance, are fee and/or
leasehold interests in retail properties. Mortgage loans that are secured by
liens on those types of properties are exposed to unique risks particular to
those types of properties.

     For a more detailed discussion of factors uniquely affecting retail
properties, you should refer to the section in the accompanying base prospectus
captioned "Risk Factors--Various Types of Income-Producing Properties May Secure
Mortgage Loans Underlying a Series of Offered Certificates and Each Type of
Income-Producing Property May Present Special Risks as Collateral for a
Loan--Retail Properties".

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

     Forty-two (42) of the mortgaged real properties, which represent security
for approximately 16.5% of the initial mortgage pool balance and approximately
20.0% of the initial loan group 1 balance, are fee and/or leasehold interests in
office properties. Mortgage loans that are secured by liens on those types of
properties are exposed to unique risks particular to those types of properties.

     For a more detailed discussion of factors uniquely affecting office
properties, you should refer to the section in the accompanying base prospectus
captioned "Risk Factors--Various Types of Income-Producing Properties May Secure
Mortgage Loans Underlying a Series of Offered Certificates and Each Type of
Income-Producing Property May Present Special Risks as Collateral for a
Loan--Office Properties".

     In the case of four mortgage loans (loan numbers 120, 160, 194 and 249)
which represent approximately 0.5% of the initial mortgage pool balance and
approximately 0.6% of the initial loan group 1 balance, the related mortgaged
real properties are medical offices. Mortgage loans secured by liens on medical
office properties are also exposed to the unique risks particular to health care
related properties. For a more detailed discussion of factors uniquely affecting
medical offices, you should refer to the section in the accompanying base
prospectus captioned "Risk Factors--Various Types of Income-Producing Properties
May Secure Mortgage Loans Underlying a Series of Offered Certificates and Each
Type of Income-Producing Property May Present Special Risks as Collateral for a
Loan--Health Care Related Properties".

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

     Thirty-seven (37) of the mortgaged real properties, which represent
security for approximately 8.8% of the initial mortgage pool balance and
approximately 10.6% of the initial loan group 1 balance, are fee and/or
leasehold interests in hospitality properties. Mortgage loans secured by liens
on those types of properties are exposed to unique risks particular to those
types of properties. Some of the mortgaged real properties secured by
hospitality properties may not be franchises of a national or regional hotel
chain. In addition, for certain of the mortgage loans secured by hospitality
properties that are a franchise of a national or regional hotel chain, the
related franchise agreement may be scheduled to terminate during the term of the
related mortgage loan.

     For a more detailed discussion of factors uniquely affecting hospitality
properties, you should refer to the section in the accompanying base prospectus
captioned "Risk Factors--Various Types of Income-Producing Properties May Secure
Mortgage Loans Underlying a Series of Offered Certificates and Each Type of
Income-Producing Property May Present Special Risks as Collateral for a
Loan--Hospitality Properties".

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

     Sixty-one (61) of the mortgaged real properties, which represent security
for approximately 18.7% of the initial mortgage pool balance (11 mortgaged real
properties representing security for approximately 2.1% of the initial loan
group 1 balance, and 50 mortgaged real properties representing security for
approximately 97.3% of


                                       55



the initial loan group 2 balance), are fee and/or leasehold interests in
multifamily properties. Mortgage loans that are secured by liens on those types
of properties are exposed to unique risks particular to those types of
properties.

     For a more detailed discussion of factors uniquely affecting multifamily
properties, you should refer to the section in the accompanying base prospectus
captioned "Risk Factors--Various Types of Income-Producing Properties May Secure
Mortgage Loans Underlying a Series of Offered Certificates and Each Type of
Income-Producing Property May Present Special Risks as Collateral for a
Loan--Multifamily Rental Properties".

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

     Nine (9) of the mortgaged real properties, which represent security for
approximately 1.9% of the initial mortgage pool balance and approximately 2.3%
of the initial loan group 1 balance, are fee and/or leasehold interests in
industrial properties. Mortgage loans that are secured by liens on those types
of properties are exposed to unique risks particular to those types of
properties.

     For a more detailed discussion of factors uniquely affecting industrial
properties, you should refer to the section in the accompanying base prospectus
captioned "Risk Factors--Various Types of Income-Producing Properties May Secure
Mortgage Loans Underlying a Series of Offered Certificates and Each Type of
Income-Producing Property May Present Special Risks as Collateral for a
Loan--Industrial Properties".

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

     Seventeen (17) of the mortgaged real properties, which represent security
for approximately 1.6% of the initial mortgage pool balance and approximately
2.0% of the initial loan group 1 balance, are fee and/or leasehold interests in
self storage facility properties. Mortgage loans that are secured by liens on
those types of properties are exposed to unique risks particular to those types
of properties.

     For a more detailed discussion of factors uniquely affecting self storage
facilities, you should refer to the section in the accompanying base prospectus
captioned "Risk Factors--Various Types of Income-Producing Properties May Secure
Mortgage Loans Underlying a Series of Offered Certificates and Each Type of
Income-Producing Property May Present Special Risks as Collateral for a
Loan--Warehouse, Mini-Warehouse and Self Storage Facilities".

MANUFACTURED HOUSING COMMUNITIES, MOBILE HOME PARKS AND RECREATIONAL VEHICLE
PARKS ARE SUBJECT TO UNIQUE RISKS WHICH MAY REDUCE PAYMENTS ON YOUR CERTIFICATES

     Six (6) of the mortgaged real properties, which represent security for
approximately 0.8% of the initial mortgage pool balance (comprised of two (2)
mortgage loans in loan group 1, representing approximately 0.4% of the initial
loan group 1 balance and four (4) mortgage loans in loan group 2, representing
approximately 2.7% of the initial loan group 2 balance), are fee and/or
leasehold interests in manufactured housing community properties, mobile home
parks and/or recreational vehicle parks. Mortgage loans that are secured by
liens on those types of properties are exposed to unique risks particular to
those types of properties.

     For a more detailed discussion of factors uniquely affecting manufactured
housing community properties, you should refer to the section in the
accompanying base prospectus captioned "Risk Factors--Various Types of
Income-Producing Properties May Secure Mortgage Loans Underlying a Series of
Offered Certificates and Each Type of Income-Producing Property May Present
Special Risks as Collateral for a Loan--Manufactured Housing Communities, Mobile
Home Parks and Recreational Vehicle Parks".

RISKS ASSOCIATED WITH ALTERNATIVE FORMS OF PROPERTY OWNERSHIP

     Five (5) mortgage loans (loan numbers 13, 60, 149, 237 and 251),
representing in the aggregate approximately 2.2% of the initial mortgage pool
balance and approximately 2.7% of the initial loan group 1 balance, are or may
become, secured by the related borrower's interest in residential and/or
commercial


                                       56



condominium units. Condominiums may create risks for lenders that are not
present when lending on properties that are not condominiums. See "Risk
Factors--Lending on Condominium Units Creates Risks for Lenders That Are Not
Present When Lending on Non-Condominiums" in the base prospectus.

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

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

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

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

     See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage Loan
Depends upon the Performance and Value of the Underlying Real Property, Which
May Decline Over Time, and the Related Borrower's Ability to Refinance the
Property, of Which There Is No Assurance" and "Risk Factors--Various Types of
Income-Producing Properties May Secure Mortgage Loans Underlying a Series of
Offered Certificates and Each Type of Income-Producing Property May Present
Special Risks as Collateral for a Loan" in the accompanying base prospectus.

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

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

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

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

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


                                       57



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

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

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

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

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

     In the case of 134 mortgaged real properties, securing approximately 30.8%
of the initial mortgage pool balance and approximately 37.3% of the initial loan
group 1 balance, the related borrower has leased the property to one tenant that
occupies 25% or more of the particular property. In the case of 40 of those
properties, securing approximately 6.7% of the initial mortgage pool balance and
approximately 8.1% of the initial loan group 1 balance, the related borrower has
leased the particular property to a single tenant that occupies 80% or more of
the particular property. In the case of thirty-five (35) mortgaged real
properties, securing approximately 5.8% of the initial mortgage pool balance and
approximately 7.0% of the initial loan group 1 balance, the related borrower has
leased the particular property to a single tenant that occupies approximately
100% of the particular property. Accordingly, the full and timely payment of
each of the related mortgage loans is highly dependent on the continued
operation of the major tenant or tenants, which, in some cases, is the sole
tenant, at the mortgaged real property. In addition, the leases of some of these
tenants may terminate prior to the maturity date of the related mortgage loan
and some of these tenants may have early termination options prior to the
maturity date of the related mortgage loan. For information regarding the lease
expiration dates of significant tenants at the mortgaged real properties, see
Annex A-1 to this offering prospectus. See "Risk Factors--Repayment of a
Commercial or Multifamily Mortgage Loan Depends upon the Performance and Value
of the Underlying Real Property, Which May Decline Over Time and the Related
Borrower's Ability to Refinance the Property, of Which There Is No Assurance" in
the accompanying base prospectus.

THE BANKRUPTCY OR INSOLVENCY OF A TENANT WILL HAVE A NEGATIVE IMPACT ON THE
RELATED MORTGAGED REAL PROPERTY

     The bankruptcy or insolvency of a major tenant, or a number of smaller
tenants, in retail, industrial and office properties may adversely affect the
income produced by a mortgaged real property. Under the Bankruptcy Code, a
tenant has the option of assuming or rejecting any unexpired lease. If the
tenant rejects the lease, the landlord's claim for breach of the lease would be
a general unsecured claim against the tenant (absent collateral securing the
claim) and the amounts the landlord could claim would be limited. One or more
tenants at a particular mortgaged real property may have been the subject of
bankruptcy or insolvency proceedings. See


                                       58



"Risk Factors--Bankruptcy Proceedings Entail Certain Risks" in this offering
prospectus and "Risk Factors--The Investment Performance of Your Offered
Certificates Will Depend Upon Payments, Defaults and Losses on the Underlying
Mortgage Loans; and Those Payments, Defaults and Losses May Be Highly
Unpredictable--Dependence on a Single Tenant or a Small Number of Tenants Makes
a Property Riskier Collateral" in the accompanying base prospectus.

CERTAIN ADDITIONAL RISKS RELATING TO TENANTS

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

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

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

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

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

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

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

     The risks described above are increased if there is a concentration of
tenants in a particular industry at one or more of the mortgaged real
properties. For example, if a particular industry experiences an economic
downturn, a concentration among tenants of any mortgaged real property in that
industry may lead to losses on the related mortgage loan that are substantially
more severe than would be the case if its tenants were in diversified
industries. In addition, business objectives for tenants at mortgaged real
properties may change over time. A business may downsize, creating a need for
less space, or a business may expand or increase its size and/or number of
employees, creating a need for more space. For example, in the case of one (1)
mortgage loan (loan number 30), which represents 0.7% of the initial mortgage
pool balance and 0.9% of the initial loan group 1 balance, the appraisal for the
related mortgaged real property reported that Wal-Mart, a current tenant at the
related mortgaged real property, is considering opening a Wal-Mart super center
in the vicinity of the mortgaged real property, and that Wal-Mart's desire to
expand its space at the related mortgaged real property has been opposed by
another tenant at the mortgaged real property that has a right of first refusal.
There can be no assurance that Wal-Mart will remain at the mortgaged real
property.

     Additionally, in certain jurisdictions, if tenant leases are subordinated
to the liens created by the mortgage but do not contain attornment provisions
(provisions requiring the tenant to recognize as landlord under the lease a
successor owner following foreclosure), the leases may terminate upon the
transfer of the property to a foreclosing lender or purchaser at foreclosure.
Accordingly, if a mortgaged real property is located in such a


                                       59



jurisdiction and is leased to one or more desirable tenants under leases that
are subordinate to the mortgage and do not contain attornment provisions, such
mortgaged real property could experience a further decline in value if such
tenants' leases were terminated.

     Certain of the mortgaged real properties may have tenants that are related
to or affiliated with a borrower. In such cases a default by the borrower may
coincide with a default by the affiliated tenants. Additionally, even if the
property becomes a foreclosure property, it is possible that an affiliate of the
borrower may remain as a tenant. If a mortgaged real property is leased in whole
or substantial part to an affiliate of the borrower, it may be more likely that
a landlord will waive lease conditions for an affiliated tenant than it would
for an unaffiliated tenant. We cannot assure you that the conflicts arising
where a borrower is affiliated with a tenant at a mortgaged real property will
not adversely impact the value of the related mortgage loan. In some cases this
affiliated lessee may be physically occupying space related to its business; in
other cases, the affiliated lessee may be a tenant under a master lease with the
borrower, under which the tenant is obligated to make rent payments but does not
occupy any space at the mortgaged real property. These master leases are
typically used to bring occupancy to a "stabilized" level but may not provide
additional economic support for the mortgage loan. We cannot assure you the
space "leased" by a borrower affiliate will eventually be occupied by third
party tenants and consequently, a deterioration in the financial condition of
the borrower or its affiliates can be particularly significant to the borrower's
ability to perform under the mortgage loan as it can directly interrupt the cash
flow from the related mortgaged real property if the borrower's or its
affiliate's financial condition worsens.

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

MORTGAGE LOANS SECURED BY MORTGAGED REAL PROPERTIES SUBJECT TO ASSISTANCE AND
AFFORDABLE HOUSING PROGRAMS ARE SUBJECT TO THE RISK THAT THOSE PROGRAMS MAY
TERMINATE OR BE ALTERED.

     Certain of the mortgaged real properties may be secured by mortgage loans
that are eligible (or may become eligible in the future) for and have received
(or in the future may receive) low income housing tax credits pursuant to
Section 42 of the Internal Revenue Code in respect of various units within the
related mortgaged real property or have a material concentration of tenants that
rely on rent subsidies under various government funded programs, including the
Section 8 Tenant Based Assistance Rental Certificate Program of the United
States Department of Housing and Urban Development. With respect to certain of
the mortgage loans, the related borrowers may receive subsidies or other
assistance from government programs. Generally, in the case of mortgaged real
properties that are subject to assistance programs of the kind described above,
the subject mortgaged real property must satisfy certain requirements, the
borrower must observe certain leasing practices and/or the tenant(s) must
regularly meet certain income requirements. No assurance can be given that any
government or other assistance programs will be continued in their present form
during the terms of the related mortgage loans, that the borrower will continue
to comply with the requirements of the programs to enable the borrower to
receive the subsidies or assistance in the future, or that the owners of a
borrower will continue to receive tax credits or that the level of assistance
provided will be sufficient to generate enough revenues for the related borrower
to meet its obligations under the related mortgage loans even though the related
mortgage loan seller may have underwritten the related mortgage loan on the
assumption that any applicable assistance program would remain in place. Loss of
any applicable assistance could have an adverse effect on the ability of a
borrower whose property is subject to an assistance program to make debt service
payments. Additionally, the restrictions described above relating to the use of
the related mortgaged real property could reduce the market value of the related
mortgaged real property.


                                       60



GEOGRAPHIC CONCENTRATION EXPOSES INVESTORS TO GREATER RISKS ASSOCIATED WITH THE
RELEVANT GEOGRAPHIC AREAS

     Mortgaged real properties located in California, Texas and Illinois will
represent approximately 32.6%, 12.0% and 9.6%, respectively, by allocated loan
amount, of the initial mortgage pool balance and approximately 28.2%, 11.2% and
11.6%, respectively, of the initial loan group 1 balance. Mortgaged real
properties located in California, Texas and New York will represent
approximately 53.8%, 15.9% and 5.4%, respectively, of the initial loan group 2
balance). The inclusion of a significant concentration of mortgage loans that
are secured by mortgage liens on real properties located in a particular state
makes the overall performance of the mortgage pool materially more dependent on
economic and other conditions or events in that state. See "Certain
State-Specific Considerations" below and "Risk Factors--Geographic Concentration
Within a Trust Exposes Investors to Greater Risk of Default and Loss" in the
accompanying base prospectus.

CERTAIN STATE-SPECIFIC CONSIDERATIONS

     Eighty (80) mortgaged real properties, representing security for
approximately 32.6% of the initial mortgage pool balance, approximately 28.2% of
the initial loan group 1 balance and approximately 53.8% of the initial loan
group 2 balance, are located in California. Mortgage loans in California are
generally secured by deeds of trust on the related real estate. Foreclosure of a
deed of trust in California may be accomplished by a non-judicial trustee's sale
under a specific provision in the deed of trust or by judicial foreclosure.
Public notice of either the trustee's sale or the judgment of foreclosure is
given for a statutory period of time after which the mortgaged real property may
be sold by the trustee, if foreclosed pursuant to the trustee's power of sale,
or by court appointed sheriff under a judicial foreclosure. Following a judicial
foreclosure sale, the borrower or its successor in interest may, for a period of
up to one year, redeem the property. California's "one action rule" requires the
lender to exhaust the security afforded under the deed of trust by foreclosure
in an attempt to satisfy the full debt before bringing a personal action (if
otherwise permitted) against the borrower for recovery of the debt, except in
certain cases involving environmentally impaired real property. California
courts have held that acts such as an offset of an unpledged account constitute
violations of such statutes. Violations of such statutes may result in the loss
of some or all of the security under the loan. Other statutory provisions in
California limit any deficiency judgment (if otherwise permitted) against the
borrower following a foreclosure to the amount by which the indebtedness exceeds
the fair value at the time of the public sale and in no event greater than the
difference between the foreclosure sale price and the amount of the
indebtedness. Further, under California law, once a property has been sold
pursuant to a power-of-sale clause contained in a deed of trust, the lender is
precluded from seeking a deficiency judgment from the borrower or, under certain
circumstances, guarantors. California statutory provisions regarding assignments
of rents and leases require that a lender whose loan is secured by such an
assignment must exercise a remedy with respect to rents as authorized by statute
in order to establish its right to receive the rents after an event of default.
Among the remedies authorized by statute is the lender's right to have a
receiver appointed under certain circumstances.

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

     Two hundred seventy-seven (277) of the mortgage loans, representing
approximately 99.8% of the initial mortgage pool balance (229 mortgage loans in
loan group 1, representing approximately 99.7% of the initial loan group 1
balance, and 48 mortgage loans in loan group 2, representing approximately
100.0% of the initial loan group 2 balance), are balloon loans that will have
substantial remaining principal balances at their respective stated maturity
dates. The ability of a borrower to make the required balloon payment on a
balloon loan at maturity, in each case depends upon its ability either to
refinance the mortgage loan or to sell the mortgaged real property. The ability
of a borrower to effect a refinancing or sale will be affected by a number of
factors, including--

     o    the value of the related mortgaged real property;


                                       61



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

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

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

     o    tax laws;

     o    prevailing general and regional economic conditions;

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

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

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

     See "Description of the Mortgage Pool--Terms and Conditions of the Mortgage
Loans" in this offering prospectus and "Risk Factors--The Investment Performance
of Your Offered Certificates Will Depend Upon Payments, Defaults and Losses on
the Underlying Mortgage Loans; and Those Payments, Defaults and Losses May Be
Highly Unpredictable" in the accompanying base prospectus.

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

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

     o    The largest mortgage loan or group of cross-collateralized mortgage
          loans to be included in the assets of the issuing entity, represents
          approximately 8.6% of the initial mortgage pool balance. The largest
          mortgage loan or group of cross-collateralized mortgage loans in loan
          group 1 represents approximately 6.0% of the initial loan group 1
          balance and the largest mortgage loan in loan group 2 represents
          approximately 49.1% of the initial loan group 2 balance.

     o    The five (5) largest mortgage loans and groups of cross-collateralized
          mortgage loans to be included in the assets of the issuing entity
          represent approximately 25.9% of the initial mortgage pool balance.
          The five (5) largest mortgage loans and groups of cross-collateralized
          mortgage loans in loan group 1 represent approximately 24.4% of the
          initial loan group 1 balance and the five (5) largest mortgage loans
          and groups of cross-collateralized mortgage loans in loan group 2
          represent approximately 63.2% of the initial loan group 2 balance.

     o    The 10 largest mortgage loans and groups of cross-collateralized
          mortgage loans to be included in the assets of the issuing entity
          represent approximately 35.0% of the initial mortgage pool balance.
          The 10 largest mortgage loans and groups of cross-collateralized
          mortgage loans in loan group 1 represent approximately 33.3% of the
          initial loan group 1 balance and the 10 largest mortgage loans and
          groups of cross-collateralized mortgage loans in loan group 2
          represent approximately 73.6% of the initial loan group 2 balance.

     See "Description of the Mortgage Pool--General", "--Cross-Collateralized
and Cross-Defaulted Mortgage Loans, Multi-Property Mortgage Loans and Mortgage
Loans with Affiliated Borrowers" and "--


                                       62



Significant Mortgage Loans" in this offering prospectus and "Risk Factors--Loan
Concentration Within a Trust Exposes Investors to Greater Risk of Default and
Loss" in the accompanying base prospectus.

ONE OF THE MORTGAGE LOANS THAT WE INTEND TO TRANSFER TO THE ISSUING ENTITY IS
BEING SERVICED AND ADMINISTERED PURSUANT TO THE SERVICING ARRANGEMENTS FOR A
DIFFERENT SECURITIZATION; THEREFORE, CERTIFICATEHOLDERS OF OUR ML-CFC 2006-4
SECURITIZATION WILL HAVE LIMITED ABILITY TO CONTROL THE SERVICING OF THAT
MORTGAGE LOAN.

     The mortgage loan secured by the mortgaged real property identified on
Annex A-1 to this offering prospectus as Park La Brea Apartments, which mortgage
loan represents approximately 8.6% of the initial mortgage pool balance and
approximately 49.1% of the initial loan group 2 balance, is part of a loan
combination consisting of that mortgage loan and another loan (which we
sometimes refer to as a pari passu non-trust loan) that is secured by the same
mortgage instrument encumbering the same mortgaged real property and is pari
passu in right of payment and in other respects with the Park La Brea Apartments
trust mortgage loan. The Park La Brea Apartments pari passu non-trust loan will
not be included in the trust. The Park La Brea Apartments pari passu non-trust
loan has been included in the trust fund established in connection with the J.P.
Morgan Chase Commercial Mortgage Securities Trust Series 2006-LDP8
securitization.

     The Park La Brea Apartments trust mortgage loan and the Park La Brea
Apartments pari passu non-trust loan are being serviced and administered
pursuant to the pooling and servicing agreement governing the Series 2006-LDP8
securitization. Neither the certificateholders nor the trustee on their behalf
will have any right, title or interest in or to, or any other claim to any asset
of the Series 2006-LDP8 securitization issuing entity, including as security for
or in satisfaction of any claim it might have arising from the performance or
failure of performance by any party under the Series 2006-LDP8 pooling and
servicing agreement, except as related to the trust's rights to receive payments
of principal and interest on the Park La Brea Apartments trust mortgage loan and
certain rights to payments of servicing fees and to reimbursement for advances.
However, the issuing entity, as the holder of the Park La Brea Apartments trust
mortgage loan, will be a third party beneficiary of the Series 2006-LDP8 pooling
and servicing agreement. Furthermore, the master servicers, the special servicer
and trustee under the pooling and servicing agreement for our ML-CFC 2006-4
certificates may not independently exercise remedies following a default with
respect to the Park La Brea Apartments trust mortgage loan. The controlling
class representative will be entitled to consult with the applicable Series
2006-LDP8 master servicer and the series 2006-LDP 8 special servicer regarding
certain servicing matters or mortgage loan modifications affecting the Park La
Brea Apartments trust mortgage loan and the Park La Brea Apartments pari passu
non-trust loan. The applicable master servicer and the special servicer under
the Series 2006-LDP8 pooling and serving agreement are required to service the
Park La Brea Apartments trust mortgage loan and the Park La Brea Apartments pari
passu non-trust loan in accordance with the servicing standard set forth in the
2006-LDP8 pooling and servicing agreement on behalf of the Series 2006-LDP8
securitization certificateholders and the holders of our ML-CFC 2006-4
certificates, as a collective whole.

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

     In the case of six (6) mortgaged real properties representing security for
approximately 4.0% of the initial mortgage pool balance and approximately 4.8%
of the initial loan group 1 balance, the related mortgage constitutes a lien on
the related borrower's leasehold interest, but not on the corresponding fee
interest, in all or a material portion of the related mortgaged real property,
which leasehold interest is subject to a ground lease. Because of possible
termination of the related ground lease, lending on a leasehold interest in a
real property is riskier than lending on an actual fee interest in that property
notwithstanding the fact that a lender, such as the trustee on behalf of the
issuing entity, generally will have the right to cure defaults under the related
ground lease. In addition, the terms of certain ground leases may require that
insurance proceeds or condemnation awards be applied to restore the property or
be paid, in whole or in part, to the ground lessor rather than be applied
against the outstanding principal balance of the related mortgage loan. Finally,
there can be no assurance that any of the ground leases securing a mortgage loan
contain all of the provisions, including a lender's right to obtain a new


                                       63



lease if the current ground lease is rejected in bankruptcy that a lender may
consider necessary or desirable to protect its interest as a lender with respect
to a leasehold mortgage loan. See "Description of the Mortgage Pool--Additional
Loan and Property Information--Ground Leases" in this offering prospectus. See
also "Risk Factors--Lending on Ground Leases Creates Risks for Lenders that Are
Not Present When Lending on an Actual Ownership Interest in a Real Property" and
"Legal Aspects of Mortgage Loans--Foreclosure--Leasehold Considerations" in the
accompanying base prospectus.

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

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

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

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

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

     Three (3) mortgage loans, which represent approximately 10.3% of the
initial mortgage pool balance (two (2) mortgage loans in loan group 1,
representing approximately 2.1% of the initial loan group 1 balance, and one
mortgage loans in loan group 2, representing approximately 49.1% of the initial
loan group 2 balance), are each, individually or together with one or more other
loans that will not be included in the assets of the issuing entity, senior or
pari passu loans in multiple loan structures that we refer to as loan
combinations. The other loans will not be included in the assets of the issuing
entity but are secured in each case by the same mortgage instrument on the same
mortgaged real property that secures the related trust mortgage loan. See
"Description of the Mortgage Pool--The Loan Combinations" and "Description of
the Mortgage Pool--Additional Loan and Property Information--Additional and
Other Financing" in this offering prospectus.

     In the case of six (6) mortgage loans, which represent approximately 1.3%
of the initial mortgage pool balance (five (5) mortgage loans in loan group 1,
representing approximately 1.3% of the initial loan group 1 balance and one (1)
mortgage loan in loan group 2, representing 1.0% of the initial loan group 2
balance, the related borrower has incurred or is permitted to incur in the
future additional debt that is secured by the related mortgaged real property as
identified under "Description of the Mortgage Pool--Additional Loan and Property
Information--Additional and Other Financing" in this offering prospectus.


                                       64



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

     In the case of 47 of the mortgage loans, representing approximately 44.4%
of the initial mortgage pool balance (40 mortgage loans in loan group 1,
representing approximately 40.8% of the initial loan group 1 balance, and 7
mortgage loans in loan group 2, representing approximately 61.4% of the initial
loan group 2 balance), as identified under "Description of the Mortgage
Pool--Additional Loan and Property Information--Additional and Other Financing"
in this offering prospectus, direct and indirect equity owners of the related
borrower have pledged, or are permitted in the future to pledge, their
respective equity interests to secure financing generally referred to as
mezzanine debt. Holders of mezzanine debt may have the right to purchase the
related borrower's mortgage loan from the issuing entity if certain defaults on
the mortgage loan occur and, in some cases, may have the right to cure certain
defaults occurring on the related mortgage loan. Under certain of the mortgage
loans, the borrower has incurred or is permitted to incur additional financing
that is not secured by the mortgaged real property. In addition, borrowers that
have not agreed to certain special purpose covenants in the related loan
documents are not generally prohibited from incurring additional debt. Such
additional debt may be secured by other property owned by those borrowers. Also,
certain of these borrowers may have already incurred additional debt. In
addition, the owners of such borrowers generally are not prohibited from
incurring mezzanine debt secured by pledges of their equity interests in those
borrowers.

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

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

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

     When a mortgage loan borrower, or its constituent members, also has one or
more other outstanding loans, even if the loans are subordinated or are
mezzanine loans not directly secured by the mortgaged real property, the issuing
entity is subjected to additional risks. For example, the borrower may have
difficulty servicing and repaying multiple loans. Also, the existence of another
loan generally will make it more difficult for the borrower to obtain
refinancing of the mortgage loan or sell the related mortgaged real property and
may thus jeopardize the borrower's ability to make any balloon payment due under
the mortgage loan at maturity. Moreover, the need to service additional debt may
reduce the cash flow available to the borrower to operate and maintain the
mortgaged real property. If the mortgaged real property depreciates for whatever
reason, the related borrower's equity is more likely to be wiped out, thereby
eliminating the related borrower's incentive to continue making payments on its
mortgage loan.

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


                                       65



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

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

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

COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS MAY RESULT IN LOSSES

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

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

     Thirty-one (31) separate groups of mortgage loans, representing
approximately 43.3% of the initial mortgage pool balance, are loans made to
borrowers that, in the case of each of those groups, are the same or under
common control. Mortgaged real properties owned by affiliated borrowers are
likely to:

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

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

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

     In addition, there may be tenants which lease space at more than one
mortgaged real property securing mortgage loans. There may also be tenants that
are related to or affiliated with a borrower. See Annex A-1 to this offering
prospectus for a list of the three most significant tenants at each of the
mortgaged real properties used for retail, office and industrial purposes.

     The bankruptcy or insolvency of, or other financial problems with respect
to, any borrower or tenant that is, directly or through affiliation, associated
with two or more of the mortgaged real properties could have an


                                       66



adverse effect on all of those properties and on the ability of those properties
to produce sufficient cash flow to make required payments on the related
mortgage loans. See "Risk Factors--Repayment of a Commercial or Multifamily
Mortgage Loan Depends upon the Performance and Value of the Underlying Real
Property, Which May Decline Over Time, and the Related Borrower's Ability to
Refinance the Property, of Which There Is No Assurance", "--Borrower
Concentration Within a Trust Exposes Investors to Greater Risk of Default and
Loss" and "--Borrower Bankruptcy Proceedings Can Delay and Impair Recovery on a
Mortgage Loan Underlying Your Offered Certificates" in the accompanying base
prospectus.

THE MORTGAGE LOANS HAVE NOT BEEN RE-UNDERWRITTEN BY US

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

ASSUMPTIONS MADE IN DETERMINING UNDERWRITTEN NET CASH FLOW MAY PROVE TO BE
INAPPROPRIATE

     Underwritten net cash flow means cash flow as adjusted based on a number of
assumptions used by the mortgage loan sellers. No representation is made that
the underwritten net cash flows set forth in Annex A-1 to this offering
prospectus as of the cut-off date or any other date is predictive of future net
cash flows. Each investor should review the assumptions discussed in this
offering prospectus and make its own determination of the appropriate
assumptions to be used in determining underwritten net cash flow.

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

     Some of the mortgaged real properties securing the mortgage loans may not
be readily convertible to alternative uses if those properties were to become
unprofitable for any reason. For example, any vacant theater space would not
easily be converted to other uses due to the unique construction requirements of
theaters. Certain of the mortgaged real properties are secured by mortgaged real
properties that include multiplex movie theaters or other performing arts
theaters, that generate a material portion of the revenue of those mortgaged
real properties. Converting commercial properties to alternate uses generally
requires substantial capital expenditures. The liquidation value of any such
mortgaged real property consequently may be substantially less than would be the
case if the property were readily adaptable to other uses. See "--Industrial
Facilities are Subject to Unique Risks Which May Reduce Payments on Your
Certificates", "--Self Storage Facilities are Subject to Unique Risks Which May
Reduce Payments on Your Certificates" and "--Manufactured Housing Community
Properties, Mobile Home Parks and Recreational Vehicle Parks are Subject to
Unique Risks Which May Reduce Payments on Your Certificates" above.

LENDING ON INCOME-PRODUCING REAL PROPERTIES ENTAILS ENVIRONMENTAL RISKS

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


                                       67



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

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

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

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

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

     A third-party consultant conducted an environmental site assessment, or
updated a previously conducted assessment (which update may have been pursuant
to a database update), with respect to all of the mortgaged real properties for
the mortgage loans. Generally, if any assessment or update revealed a material
adverse environmental condition or circumstance at any mortgaged real property
and the consultant recommended action, then, depending on the nature of the
condition or circumstance, one of the actions identified under "Description of
the Mortgage Pool--Assessments of Property Condition--Environmental Assessments"
in this offering prospectus, was taken. See "Description of the Mortgage
Pool--Assessments of Property Condition--Environmental Assessments" for further
information regarding these environmental site assessments and the resulting
environmental reports, including information regarding the periods during which
these environmental reports were prepared.

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

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

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

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

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

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

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


                                       68



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

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

     Any appraisal performed with respect to a mortgaged real property
represents only the analysis and opinion of a qualified expert and is not a
guarantee of present or future value. One appraiser may reach a different
conclusion than the conclusion that would be reached if a different appraiser
were appraising that property. Moreover, appraisals seek to establish the amount
a typically motivated buyer would pay a typically motivated seller and, in
certain cases, may have taken into consideration the purchase price paid by the
borrower. That amount could be significantly higher than the amount obtained
from the sale of a mortgaged real property under a distress or liquidation sale.
We cannot assure you that the information set forth in this offering prospectus
regarding appraised values or loan-to-value ratios accurately reflects past,
present or future market values of the mortgaged real properties. See
"Description of the Mortgage Pool--Assessments of Property
Condition--Appraisals" in this offering prospectus for a description of the
appraisals that were performed with respect to the mortgaged real properties.
Any engineering reports or site inspections obtained with respect to a mortgaged
real property represents only the analysis of the individual engineers or site
inspectors preparing such reports at the time of such report, and may not reveal
all necessary or desirable repairs, maintenance or capital improvement items.
See "Description of the Mortgage Pool--Assessments of Property
Condition--Property Inspections" and "--Engineering Assessments" in this
offering prospectus for a description of the engineering assessments and site
inspections that were performed with respect to the mortgaged real properties.

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

     The mortgage pool will include 27 mortgage loans, representing
approximately 17.7% of the initial mortgage pool balance (23 mortgage loans in
loan group 1, representing approximately 20.5% of the initial loan group 1
balance, and four (4) mortgage loans in loan group 2, representing approximately
4.7% of the initial loan group 2 balance) that are, in each case, individually
or through cross-collateralization with other mortgage loans, secured by two or
more real properties and, in the case of cross-collateralized mortgage loans,
are cross-defaulted with the mortgage loans with which they are
cross-collateralized. However, the amount of the mortgage lien encumbering any
particular one of those properties may be less than the full amount of the
related mortgage loan or group of cross-collateralized mortgage loans, as it may
have been limited to avoid or reduce mortgage recording tax. The reduced
mortgage amount may equal the appraised value or allocated loan amount for the
particular mortgaged real property. This would limit the extent to which
proceeds from the property would be available to offset declines in value of the
other mortgaged real properties securing the same mortgage loan or group of
cross-collateralized mortgage loans. These mortgage loans are identified in the
tables contained in Annex A-1. The purpose of securing any particular mortgage
loan or group of cross-collateralized mortgage loans with multiple real
properties is to reduce the risk of default or ultimate loss as a result of an
inability of any particular property to generate sufficient net operating income
to pay debt service. However, certain of these mortgage loans, as described
under "Description of the Mortgage Pool--Cross-Collateralized and
Cross-Defaulted Mortgage Loans, Multi-Property Mortgage Loans and Mortgage Loans
with Affiliate Borrowers" in this offering prospectus, entitle the related
borrower(s) to obtain a release of one or more of the corresponding


                                       69



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

     Nineteen (19) of the mortgage loans referred to in the preceding paragraph,
representing approximately 15.9% of the initial mortgage pool balance (17
mortgage loans in loan group 1, representing approximately 18.8% of the initial
loan group 1 balance and two (2) mortgage loans in loan group 2, representing
approximately 2.1% of the initial loan group 2 balance), are secured by deeds of
trust or mortgages, as applicable, on multiple properties that, through
cross-collateralization arrangements, secure the obligations of multiple
borrowers. Such multi-borrower arrangements could be challenged as fraudulent
conveyances by creditors of any of the related borrowers or by the
representative of the bankruptcy estate of any related borrower if one or more
of such borrowers becomes a debtor in a bankruptcy case. Generally, under
federal and most state fraudulent conveyance statutes, a lien granted by any
such borrower could be voided if a court determines that:

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

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

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

     Two (2) mortgage loans, representing approximately 3.7% of the initial
mortgage pool balance and approximately 4.5% of the initial loan group 1
balance, are, in each case, secured by real properties located in two or more
states. Foreclosure actions are brought in state court and the courts of one
state cannot exercise jurisdiction over property in another state. Upon a
default under any of these mortgage loans, it may not be possible to foreclose
on the related mortgaged real properties simultaneously.

THE BORROWER'S FORM OF ENTITY MAY CAUSE SPECIAL RISKS AND/OR HINDER RECOVERY

     The borrowers under certain of the mortgage loans (for example, loan
numbers 226, 227, 242, 243, 248, 256 and 271), representing in aggregate
approximately 0.3% of the initial mortgage pool balance (six (6) mortgage loans
in loan group 1, representing 0.3% of the initial loan group 1 balance, and one
(1) mortgage loan in loan group 2, representing 0.3% of the initial loan group 2
balance), are either individuals or entities that are not subject to limitations
on the amount of additional debt they may incur and/or not structured to
diminish the likelihood of their becoming bankrupt. Some of the borrowers that
have been structured with the intent of diminishing the likelihood of their
becoming bankrupt may not satisfy all the characteristics of special purpose
entities. Further, some of the borrowing entities may have been in existence and
conducting business prior to the origination of the related mortgage loan, may
own other property that is not part of the collateral for the mortgage loans
and, further, may not have always satisfied all the characteristics of special
purpose entities even if they currently do so. The related mortgage documents
and/or organizational documents of such borrowers may not contain the
representations, warranties and covenants customarily made by a borrower that is
a special purpose entity (such as limitations on indebtedness and affiliate
transactions and restrictions on the borrower's ability to dissolve, liquidate,
consolidate, merge, sell all of its assets, or amend its organizational
documents). These provisions are designed to mitigate the possibility that the
borrower's financial condition would be adversely impacted by factors unrelated
to the related mortgaged real property and the related mortgage loan.


                                       70



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

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

     o    individuals that have personal liabilities unrelated to the property.

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

     With respect to those borrowers that are structured as special purposes
entities, although the terms of the borrower's organizational documents and/or
related loan documents require that the related borrower covenants to be a
special purpose entity, in some cases those borrowers are not required to
observe all covenants and conditions which typically are required in order for
such an entity to be viewed under the standard rating agency criteria as a
special purpose entity. For example, in many cases, the entity that is the
related borrower does not have an independent director.

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

RISKS RELATED TO REDEVELOPMENT AND RENOVATION AT THE MORTGAGED PROPERTIES.

     Certain of the mortgaged real properties are properties which are currently
undergoing or are expected to undergo redevelopment or renovation in the future.
There can be no assurance that current or planned redevelopment or renovation
will be completed, that such redevelopment or renovation will be completed in
the time frame contemplated, or that, when and if redevelopment or renovation is
completed, such redevelopment or renovation will improve the operations at, or
increase the value of, the subject property. Failure of any of the foregoing to
occur could have a material negative impact on the related mortgage loan, which
could affect the ability of the related borrower to repay the related mortgage
loan.

     In the event the related borrower fails to pay the costs of work completed
or material delivered in connection with such ongoing redevelopment or
renovation, the portion of the mortgaged real property on which there are
renovations may be subject to mechanic's or materialmen's liens that may be
senior to the lien of the related mortgage loan.

TENANCIES IN COMMON MAY HINDER RECOVERY

     Twenty-seven (27) of the mortgage loans (loan numbers 19, 25, 31, 32, 36,
58, 59, 62, 69, 80, 82, 94, 96, 99, 119, 120, 139, 150, 169, 180, 192, 230, 249,
258, 262, 269 and 270), representing approximately 8.7% of the initial mortgage
pool balance (22 mortgage loans in loan group 1, representing approximately 8.4%
of the initial loan group 1 balance, and five (5) mortgage loans in loan group
2, representing approximately 10.1% of the initial loan group 2 balance), have
borrowers that own the related mortgaged real properties as tenants-in-common.
In addition, some of the mortgage loans permit the related borrower to convert
into a tenant-in-common structure in the future. Generally, in tenant-in-common
ownership structures, each tenant-in-common owns an undivided share in the
subject real property. If a tenant-in-common desires to sell its interest in the
subject real property and is unable to find a buyer or otherwise desires to
force a partition, the tenant-in-common has the ability to request


                                       71



that a court order a sale of the subject real property and distribute the
proceeds to each tenant-in-common owner proportionally. To reduce the likelihood
of a partition action, except as discussed in the paragraph below, each
tenant-in-common borrower under the mortgage loan(s) referred to above has
waived its partition right. However, there can be no assurance that, if
challenged, this waiver would be enforceable or that it would be enforced in a
bankruptcy proceeding.

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

     The bankruptcy, dissolution or action for partition by one or more of the
tenants-in-common could result in an early repayment of the related mortgage
loan, a significant delay in recovery against the tenant-in-common borrowers, a
material impairment in property management and a substantial decrease in the
amount recoverable upon the related mortgage loan. Not all tenants-in-common for
these mortgage loans may be special purpose entities and some of those
tenants-in-common may be individuals.

BANKRUPTCY PROCEEDINGS ENTAIL CERTAIN RISKS

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

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

     Additionally, pursuant to subordination agreements for certain of the
mortgage loans, the subordinate lenders may have agreed that they will not take
any direct actions with respect to the related subordinated debt, including any
actions relating to the bankruptcy of the borrower, and that the holder of the
mortgage loan will have all rights to direct all such actions. There can be no
assurance that in the event of the borrower's bankruptcy, a court will enforce
such restrictions against a subordinated lender. In its decision in In re 203
North LaSalle Street Partnership, 246 B.R. 325 (Bankr. N.D. Ill. March 10,
2000), the United States Bankruptcy Court for the Northern District of Illinois
refused to enforce a provision of a subordination agreement that allowed a first
mortgagee to vote a second mortgagee's claim with respect to a Chapter 11
reorganization plan on the grounds


                                       72



that pre-bankruptcy contracts cannot override rights expressly provided by the
Bankruptcy Code. This holding, which one court has already followed, potentially
limits the ability of a senior lender to accept or reject a reorganization plan
or to control the enforcement of remedies against a common borrower over a
subordinated lender's objections.

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

     Certain of the mortgage loans have a sponsor that has filed for bankruptcy
protection in the last ten years. In each case, the related entity or person has
emerged from bankruptcy. However, we cannot assure you that those sponsors will
not be more likely than other sponsors to utilize their rights in bankruptcy in
the event of any threatened action by the lender to enforce its rights under the
related loan documents.

LITIGATION OR OTHER LEGAL PROCEEDINGS MAY HAVE ADVERSE EFFECTS ON BORROWERS

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

     In the case of two (2) mortgage loans (loan numbers 31 and 139), which are
secured by the mortgaged real properties identified on Annex A-1 as Las Colinas
Highlands and Met Center Business Park, respectively, and representing
approximately 0.9% of the initial mortgage pool balance and approximately 1.1%
of the initial loan group 1 balance, the sponsor is Triple Net Properties, LLC
and its affiliate Triple Net Properties Realty, Inc., is the property manager
for the related mortgaged property. Triple Net Properties, LLC has advised the
related mortgage loan seller that the SEC has opened an investigation regarding
certain of its activities (and the activities of certain of its affiliates). In
its filing with the SEC, T REIT, Inc. an affiliate of Triple Net Properties LLC,
indicated that the SEC has requested information relating to disclosure in
securities offerings and exemptions from the registration requirements of the
Securities Act of 1933, as amended, for the private offerings in which Triple
Net Properties LLC and its affiliated entities were involved and exemptions from
the registration requirements of the Securities Exchange Act of 1934, as
amended, for several entities. In addition, the SEC has requested financial
information regarding real estate investment trusts and other companies advised
by Triple Net Properties LLC.

     In recent filings with the SEC, T REIT, Inc. indicated that the information
disclosed in connection with these securities offerings relating to the prior
performance of all public and non-public investment programs sponsored by Triple
Net Properties, LLC contained certain errors. T REIT, Inc. reported that these
errors included the following: (i) the prior performance tables included in the
offering documents were stated to be presented on a GAAP basis but generally
were not; (ii) a number of prior performance data figures were themselves
erroneous, even as presented on a tax or cash basis; and (iii) with respect to
certain programs sponsored by Triple Net Properties, LLC, where Triple Net
Properties, LLC invested either alongside or in other programs sponsored by
Triple Net Properties, LLC, the nature and results of these investments were not
fully and accurately disclosed in the tables resulting in an overstatement of
Triple Net Properties, LLC's program and aggregate portfolio operating results.
We cannot assure you that T REIT, Inc. or Triple Net Properties, LLC will be
able to adequately address these disclosure issues or that these investigations
will not result in fines, penalties or administrative remedies or otherwise have
an adverse effect on the performance, operations or financial condition of T
REIT, Inc. or Triple Net Properties, LLC. In addition, we cannot assure you that
if litigation were to commence or securityholders were to assert claims related
to the foregoing, it would not have a material adverse effect on your
investment.


                                       73



     In the case of the mortgage loans (loan numbers 3, 4, 5, 6, 7 and 8)
secured by the mortgaged real properties identified on Annex A-1 as the
YPI-Transwestern Portfolio Properties, representing approximately 5.0% of the
initial mortgage pool balance and approximately 6.0% of the initial loan group 1
balance, the related sponsor and the non-recourse carve-out guarantor have each
been named in a litigation by a former employee alleging, among other things,
breach of contract, wrongful termination, fraud and tax evasion. Although
counsel to the borrower concluded that it is unlikely the plaintiff will prevail
on the merits, there can be no assurance that the plaintiff will not be
successful or that the lawsuit (or the allegations made therein) will not
materially and adversely affect the value the mortgaged real properties or the
borrower's ability to meet its obligations under the mortgage loans.

     In the case of one mortgage loan (loan number 94), representing
approximately 0.3% of the initial mortgage pool balance and 0.4% of the initial
group 1 balance, the related sponsor is currently a defendant in a civil suit
with respect to an open debt. In addition in the case of one mortgage loan (loan
number 129), representing approximately 0.2% of the initial mortgage pool
balance and 0.2% of the initial group 1 balance, the related guarantor is
currently involved in litigation with a business partner with respect to a
$5,000,000 investment in an unrelated transaction.

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

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

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

     o    responding to changes in the local market;

     o    planning and implementing the rental structure;

     o    operating the property and providing building services;

     o    managing operating expenses; and

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

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

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

     Each mortgage loan seller is the sole warranting party in respect of the
mortgage loans sold by such mortgage loan seller to us. Neither we nor any of
our affiliates (except, in certain circumstances, for Merrill


                                       74



Lynch Mortgage Lending, Inc. in its capacity as a mortgage loan seller) are
obligated to repurchase or substitute any mortgage loan in connection with
either a material breach of any mortgage loan seller's representations and
warranties or any material document defects, if such mortgage loan seller
defaults on its obligation to do so. We cannot assure you that the mortgage loan
sellers will have the financial ability to effect such repurchases or
substitutions. Any mortgage loan that is not repurchased or substituted and that
is not a "qualified mortgage" for a REMIC may cause the issuing entity to fail
to qualify as one or more REMICs or cause the issuing entity to incur a tax. See
"Description of the Mortgage Pool--Assignment of the Mortgage Loans",
"--Representations and Warranties" and "--Repurchases and Substitutions" in this
offering prospectus and "Description of the Governing Documents--Representations
and Warranties with Respect to Mortgage Assets" in the accompanying base
prospectus.

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

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

LIMITED INFORMATION CAUSES UNCERTAINTY

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

TAX CONSIDERATIONS RELATED TO FORECLOSURE

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


                                       75



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

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

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

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

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

     Further, certain mortgage loans may have been refinancings of debt
previously held by a mortgage loan seller or an affiliate of one of the mortgage
loan sellers and/or the mortgage loan sellers or their affiliates may have or
have had equity investments in the borrowers or mortgaged real properties under
certain of the mortgage loans. Each of the mortgage loan sellers and its
affiliates have made and/or may make loans to, or equity investments in, or
otherwise have business relationships with, affiliates of borrowers under the
mortgage loans. For example, in the case of certain of the mortgage loans, the
holder of related mezzanine debt secured by a principal's interest in the
related borrower may be the related mortgage loan seller, which relationship
could represent a conflict of interest.

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

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

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

     After the terrorist attacks of September 11, 2001, the cost of insurance
coverage for acts of terrorism increased and the availability of such insurance
decreased. In response to this situation, Congress enacted the Terrorism Risk
Insurance Act of 2002 (TRIA), which was amended and extended by the Terrorism
Risk Insurance Extension Act of 2005 (TRIA Extension Act), signed into law by
President Bush on December 22, 2005. The TRIA Extension Act requires that
qualifying insurers offer terrorism insurance coverage in all property and
casualty insurance policies on terms not materially different than terms
applicable to other losses. The federal government covers 90% (85% for acts of
terrorism occurring in 2007) of the losses from covered certified acts of
terrorism on commercial risks in the United States only, in excess of a
specified deductible amount calculated as a percentage of an affiliated
insurance group's prior year premiums on commercial lines policies covering
risks in the United States. This specified deductible amount is 17.5% of such
premiums for losses occurring in 2006, and 20% of such premiums for losses
occurring in 2007. Further, to trigger coverage under the TRIA Extension Act,
the aggregate industry property and casualty insurance losses resulting from an
act of terrorism must exceed $5


                                       76



million prior to April 2006, $50 million from April 2006 through December 2006,
and $100 million for acts of terrorism occurring in 2007. The TRIA Extension Act
now excludes coverage for commercial auto, burglary and theft, surety,
professional liability and farm owners' multiperil. The TRIA Extension Act will
expire on December 31, 2007. The TRIA Extension Act applies only to losses
resulting from attacks that have been committed by individuals on behalf of a
foreign person or foreign interest, and does not cover acts of purely domestic
terrorism. Further, any such attack must be certified as an "act of terrorism"
by the federal government, which decision is not subject to judicial review. As
a result, insurers may continue to try to exclude from coverage under their
policies losses resulting from terrorist acts not covered by the TRIA Extension
Act. Moreover, the TRIA Extension Act's deductible and co-payment provisions
still leave insurers with high potential exposure for terrorism-related claims.
Because nothing in the TRIA Extension Act prevents an insurer from raising
premium rates on policyholders to cover potential losses, or from obtaining
reinsurance coverage to offset its increased liability, the cost of premiums for
such terrorism insurance coverage is still expected to be high.

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

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

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

     o    such insurance is not available at any rate.

     If the related loan documents do not expressly require insurance against
acts of terrorism, but permit the lender to require such other insurance as is
reasonable, the related borrower may challenge whether maintaining insurance
against acts of terrorism is reasonable in light of all the circumstances,
including the cost. The applicable master servicer's efforts to require such
insurance may be further impeded if the originating lender did not require the
subject borrower to maintain such insurance, regardless of the terms of the
related loan documents.

     If a borrower is required, under the circumstances described above, to
maintain insurance coverage with respect to terrorist or similar acts that was
not previously maintained, the borrower may incur higher costs for insurance
premiums in obtaining that coverage which would have an adverse effect on the
net cash flow of the related mortgaged real property. Further, If the federal
insurance back-stop program referred to above is not extended or renewed,
premiums for terrorism insurance coverage will likely increase and/or the terms
of such insurance may be materially amended to enlarge stated exclusions or to
otherwise effectively decrease the scope of coverage available (perhaps to the
point where it is effectively not available). In addition, to the extent that
any policies contain "sunset clauses" (i.e., clauses that void terrorism
coverage if the federal insurance backstop


                                       77



program is not renewed), then such policies may cease to provide terrorism
insurance coverage upon the expiration of the federal insurance backstop
program.

     Most of the mortgage loans specifically require terrorism insurance, but
such insurance may be required only to the extent it can be obtained for
premiums less than or equal to a "cap" amount specified in the related loan
documents, only if it can be purchased at commercially reasonable rates and/or
only with a deductible at a certain threshold. Further, in certain cases,
terrorism insurance coverage may be required solely with respect to "certified
acts of terrorism" within the meaning of TRIA. Additionally, in the case of
mortgage loans that are secured by mortgaged real properties that are not
located in or near major metropolitan areas, the terrorism insurance coverage
required may be limited to acts of domestic terrorism (i.e., non-certified acts
of terrorism under TRIA).

     In the case of six (6) mortgage loans (loan numbers 51, 54, 57, 76, 89 and
121), representing approximately 2.3% of the initial mortgage pool balance and
2.8% of the initial loan group 1 balance, the requirement that terrorism
insurance be maintained has been fully or partially waived.

     In the case of one mortgage loan (loan number 1), representing
approximately 8.6% of the initial mortgage pool balance and approximately 49.1%
of the initial loan group 2 balance, the related borrower is not required to
maintain terrorism insurance unless required by law.

     In the case of one mortgage loan (loan number 129), representing
approximately 0.2% of the initial mortgage pool balance and 0.2% of the initial
group 1 balance, the related borrower is not required to maintain terrorism
insurance with respect to a portion of the Mortgaged Property, provided that
SuperValu, Inc. is in occupancy of such space.

     In the case of one mortgage loan (loan numbers 40), representing
approximately 0.6% of the initial mortgage pool balance and approximately 0.7%
of the initial loan group 1 balance, the requirement that terrorism insurance be
maintained has been waived, because the related borrower has satisfied certain
conditions in the related loan documents permitting it to self-insure the
related mortgaged real property.

     In addition, with respect to any mortgage loans that are secured by the
related borrower's fee or leasehold interest in land and not the improvements,
if any, on the related mortgaged real property, the related borrower may not be
required to maintain terrorism insurance on the land or for any improvements on
the subject mortgaged real property, or, with respect to any mortgage loan that
is secured by a mortgaged real property where certain of the improvements are
not owned by the related borrower, that borrower may not be required to maintain
terrorism insurance for those improvements.

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

     IN THE EVENT THAT ANY MORTGAGED REAL PROPERTY SECURING A MORTGAGE LOAN
SUSTAINS DAMAGE AS A RESULT OF AN UNINSURED ACT OR IF THE INSURANCE POLICIES
WITH RESPECT TO THAT MORTGAGED REAL PROPERTY DO NOT ADEQUATELY COVER THE DAMAGE
SUSTAINED, SUCH DAMAGED MORTGAGED REAL PROPERTY MAY NOT GENERATE ADEQUATE CASH
FLOW TO PAY, AND/OR PROVIDE ADEQUATE COLLATERAL TO SATISFY, ALL AMOUNTS OWING
UNDER SUCH MORTGAGE LOAN, WHICH COULD RESULT IN A DEFAULT ON THAT MORTGAGE LOAN
AND, POTENTIALLY, LOSSES ON SOME CLASSES OF THE CERTIFICATES.

MORTGAGE ELECTRONIC REGISTRATION SYSTEMS (MERS)

     The mortgages or assignments of mortgages for some of the mortgage loans
have been or may be recorded in the name of MERS, solely as nominee for the
related mortgage loan seller and its successor and assigns. Subsequent
assignments of those mortgages are registered electronically through the MERS
system. The


                                       78



recording of mortgages in the name of MERS is a new practice in the commercial
mortgage lending industry. Public recording officers and others have limited, if
any, experience with lenders seeking to foreclose mortgages, assignments of
which are registered with MERS. Accordingly, delays and additional costs in
commencing, prosecuting and completing foreclosure proceedings and conducting
foreclosure sales of the mortgaged properties could result. Those delays and the
additional costs could in turn delay the distribution of liquidation proceeds to
certificateholders and increase the amount of losses on the mortgage loans.

               CAPITALIZED TERMS USED IN THIS OFFERING PROSPECTUS

     From time to time we use capitalized terms in this offering prospectus.
Frequently used capitalized terms will have the respective meanings assigned to
them in the glossary attached to this offering prospectus.

                           FORWARD-LOOKING STATEMENTS

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

                        DESCRIPTION OF THE MORTGAGE POOL

GENERAL

     We intend to include the 279 mortgage loans identified on Annex A-1 to this
offering prospectus in the trust. The mortgage pool consisting of those loans
will have an initial mortgage pool balance of $4,522,709,155. However, the
actual initial mortgage pool balance may be as much as 5.0% smaller or larger
than such amount if any of those mortgage loans are removed from the mortgage
pool or any other mortgage loans are added to the mortgage pool. See "--Changes
in Mortgage Pool Characteristics" below.

     For purposes of making distributions with respect to the class A-1, A-2,
A-3, A-SB and A-1A certificates, the class A-2FL certificates (through the class
A-2FL REMIC II regular interest), the class A-3FL certificates (through the
class A-3FL REMIC II regular interest), the class AM-FL certificates (through
the class AM-FL REMIC II regular interest) and the class AJ-FL certificates
(through the class AJ-FL REMIC II regular interest) as described under
"Description of the Offered Certificates", the pool of mortgage loans will be
deemed to consist of two loan groups, loan group 1 and loan group 2. Loan group
1 will consist of 231 mortgage loans, representing approximately 82.5% of the
initial mortgage pool balance that are secured by the various property types
that constitute collateral for those mortgage loans. Loan group 2 will consist
of 48 mortgage loans, representing approximately 17.5% of the initial mortgage
pool balance, that are secured by multifamily and manufactured housing community
properties (representing approximately 90.8% of all the mortgaged real
properties that are multifamily properties and 59.4% of the mortgaged real
properties that are manufactured housing community properties). Annex A-1 to
this offering prospectus indicates the loan group designation for each mortgage
loan.

     The initial mortgage pool balance will equal the total cut-off date
principal balance of the mortgage loans included in the trust. The initial loan
group 1 balance and the initial loan group 2 balance will equal the cut-off date
principal balance of the mortgage loans in loan group 1 and loan group 2,
respectively. The cut-off date principal balance of any mortgage loan is equal
to its unpaid principal balance as of the cut-off date, after application of all
monthly debt service payments due with respect to the mortgage loan on or before
that date,


                                       79



whether or not those payments were received. The cut-off date principal balance
of each mortgage loan is shown on Annex A-1 to this offering prospectus. The
cut-off date principal balances of all the mortgage loans in the trust range
from $759,360 to $387,500,000 and the average of those cut-off date principal
balances is $16,210,427; the cut-off date principal balances of the mortgage
loans in loan group 1 range from $759,360 to $225,000,000, and the average of
those cut-off date principal balances is $16,159,604; and the cut-off date
principal balances of the mortgage loans in loan group 2 range from $914,000 to
$387,500,000, and the average of those cut-off date principal balances is
$16,455,012.

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

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

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

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

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

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

     o    all weighted average information provided with respect to the mortgage
          loans reflects a weighting of the subject mortgage loans based on
          their respective cut-off date principal balances; the initial mortgage
          pool balance will equal the total cut-off date principal balance of
          the entire mortgage pool, and the initial loan group 1 balance and the
          initial loan group 2 balance will each equal the total cut-off date
          principal balance of the mortgage loans in the subject loan group; we
          show the cut-off date principal balance for each of the mortgage loans
          on Annex A-1 to this offering prospectus;

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

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


                                       80



          subject individual property, securing that mortgage loan and (iii) an
          allocated loan balance specified in the related loan documents;

     o    when information with respect to mortgaged real properties is
          expressed as a percentage of the initial mortgage pool balance, the
          percentages are based upon the cut-off date principal balances of the
          related mortgage loans in the case of those mortgaged real properties
          that constitute the sole properties securing the related mortgage
          loans and/or upon allocated portions of the cut-off date principal
          balances of the related mortgage loans in the case of those mortgaged
          real properties that do not constitute the sole properties securing
          the related mortgage loans;

     o    unless specifically indicated otherwise (for example, with respect to
          loan-to-value and debt service coverage ratios and cut-off date
          balances per unit of mortgaged real property of the Park La Brea
          Apartments Trust Mortgage Loan, in which case, the Park La Brea
          Apartments Pari Passu Non-Trust Loan is taken into account),
          statistical information presented in this offering prospectus with
          respect to any mortgage loan that is part of a Loan Combination
          excludes the related Non-Trust Loan;

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

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

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

     o    with respect to one mortgage loan (loan number 79), which is evidenced
          by a single promissory note, the related loan documents provide for
          different payment terms related to each of the three (3) mortgaged
          real properties securing that mortgage loan, which payment terms are
          described on Annex A-1; for purposes of providing aggregate interest
          rate and amortization information throughout this offering prospectus,
          loan number 79 is presented as three separate loans.

SOURCE OF THE MORTGAGE LOANS

     The mortgage loans that will constitute the primary assets of the issuing
entity will be acquired on the date of initial issuance of the certificates by
us from the mortgage loan sellers, who acquired or originated the mortgage
loans.

     Merrill Lynch Mortgage Lending, Inc. originated or acquired 104 of the
mortgage loans to be included in the assets of the issuing entity, representing
approximately 52.9% of the initial mortgage pool balance (comprised of 96
mortgage loans in loan group 1, representing approximately 61.8% of the initial
loan group 1 balance and eight (8) mortgage loans in loan group 2, representing
approximately 11.1% of the initial loan group 2 balance).

     Countrywide Commercial Real Estate Finance, Inc. originated or acquired 151
of the mortgage loans to be included in the assets of the issuing entity,
representing approximately 30.8% of the initial mortgage pool balance (comprised
of 123 mortgage loans in loan group 1, representing approximately 32.3% of the
initial loan group 1 balance and 28 mortgage loans in loan group 2, representing
approximately 23.7% of the initial loan group 2 balance).

     IXIS Real Estate Capital Inc. originated or acquired two (2) of the
mortgage loans to be included in the assets of the issuing entity, representing
approximately 11.3% of the initial mortgage pool balance (comprised of


                                       81



one (1) mortgage loan in loan group 1, representing approximately 3.3% of the
initial loan group 1 balance and one (1) mortgage loan in loan group 2,
representing approximately 49.1% of the initial loan group 2 balance).

     PNC Bank, National Association originated or acquired 22 of the mortgage
loans to be included in the assets of the issuing entity, representing
approximately 4.9% of the initial mortgage pool balance (comprised of 11
mortgage loans in loan group 1, representing approximately 2.5% of the initial
loan group 1 balance and 11 mortgage loans in loan group 2, representing
approximately 16.2% of the initial loan group 2 balance).

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

     The mortgage pool will include 27 mortgage loans, representing
approximately 17.7% of the initial mortgage pool balance (23 mortgage loans in
loan group 1, representing approximately 20.5% of the initial loan group 1
balance, and four (4) mortgage loans in loan group 2, representing approximately
4.7% of the initial loan group 2 balance) that are, in each case, individually
or through cross-collateralization with other mortgage loans, secured by two or
more real properties and, in the case of cross-collateralized mortgage loans,
are cross-defaulted with the mortgage loans with which they are
cross-collateralized. These mortgage loans are identified in the tables
contained in Annex A-1. However, the amount of the mortgage lien encumbering any
particular one of those properties may be less than the full amount of the
related mortgage loan or group of cross-collateralized mortgage loans, as it may
have been limited to avoid or reduce mortgage recording tax. The reduced
mortgage amount may equal the appraised value or allocated loan amount for the
particular mortgaged real property. This would limit the extent to which
proceeds from the property would be available to offset declines in value of the
other mortgaged real properties securing the same mortgage loan or group of
cross-collateralized mortgage loans.

     Fifteen (15) of the mortgage loans (loan numbers 3, 4, 5, 6, 7, 8, 12, 13,
53, 75, 77, 106, 132, 160 and 174) referred to in the prior paragraph entitle
the related borrower(s) to obtain a release of one or more of the corresponding
mortgaged real properties and/or a termination of any applicable
cross-collateralization and cross-default provisions, subject, in each case, to
the fulfillment of one or more of the following conditions--

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

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

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

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

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

     In addition, cross-collateralization arrangements may be terminable in
connection with a sale of the mortgaged real property securing one or more of
the mortgage loans in a group of cross-collateralized mortgage loans and the
assumption of the related mortgaged real property by a third party purchaser.

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


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

     o    are owned by the same or affiliated borrowers; and

     o    secure in total two or more mortgage loans that are not
          cross-collateralized and that represent in the aggregate at least 1.0%
          of the initial mortgage pool balance.




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

  1     Anaheim Plaza                                                     $ 61,750,000           1.4%
  1     Sahara Pavilion North                                               56,250,000           1.2
  1     Pavillions Place                                                    45,600,000           1.0
  1     Olympia Place                                                       44,200,000           1.0
  1     Larwin Square                                                       33,200,000           0.7
  1     Pine Creek Shopping Center                                          31,100,000           0.7
  1     Frontier Village                                                    30,900,000           0.7
  1     Country Fair Shopping Center                                        28,550,000           0.6
  1     Rheem Valley Shopping Center                                        25,750,000           0.6
  1     Brookhurst Center                                                   25,500,000           0.6
  1     Lakewood Village                                                    23,290,000           0.5
  1     San Dimas Marketplace                                               22,500,000           0.5
  1     Marina Village                                                      21,600,000           0.5
  1     Plaza 580 Shopping Center                                           21,040,000           0.5
  1     Brookvale Center                                                    19,300,000           0.4
  1     Square One Shopping Center                                          18,640,000           0.4
  1     Gateway Shopping Center                                             18,500,000           0.4
  1     La Verne Town Center                                                18,200,000           0.4
  1     Fashion Faire Place                                                 17,150,000           0.4
  1     Caughlin Ranch Shopping Center                                      16,800,000           0.4
  1     Cable Park Center                                                   16,700,000           0.4
  1     Olympia West Center                                                 14,000,000           0.3
  1     Lakewood Shopping Center                                            13,800,000           0.3
  1     Sycamore Plaza                                                      11,825,000           0.3
  1     Northridge Plaza                                                     8,700,000           0.2
  1     East Burnside Plaza                                                  6,295,000           0.1
                                                                          ------------          ----
                                                           5              $651,140,000          14.4%
                                                                          ============          ====
  1     First Colony Mall                                                 $194,612,784           4.3%
  1     Pinnacle Hills Promenade                                           140,000,000           3.1
  1     Northgate Mall                                                      46,364,964           1.0
                                                                          ------------          ----
                                                           3              $380,977,747           8.4%
                                                                          ============          ====
  1     200 North LaSalle                                                  $92,000,000           2.0%
  1     Energy Square I & II                                                47,900,000           1.1
  1     Bannockburn Corporate Center                                        28,800,000           0.6
  1     6688 North Central                                                  28,000,000           0.6
  1     1600 Corporate Center                                               18,900,000           0.4
  1     Kensington Corporate Center                                          8,800,000           0.2
                                                                          ------------          ----
                                                           2              $224,400,000           5.0%
                                                                          ============          ====



                                       83






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

  1     Carmax - Duarte                                                    $21,375,000           0.5%
  1     Carmax - Florida                                                    20,900,000           0.5
  1     Carmax - Dulles                                                     19,700,000           0.4
  1     Carmax - White Marsh, MD                                            16,325,000           0.4
  1     Carmax - Laurel, MD                                                 10,200,000           0.2
                                                                           -----------           ---
                                                           4               $88,500,000           2.0%
                                                                           ===========           ===
  1     Doubletree Guest Suites Washington, DC                             $25,600,000           0.6%
  1     Residence Inn Tysons Corner Mall                                    25,200,000           0.6
  1     Homewood Suites San Antonio Riverwalk                               24,200,000           0.5
                                                                           -----------           ---
                                                           3               $75,000,000           1.7%
                                                                           ===========           ===
  1     Martin's Plaza - Dunkirk                                           $14,981,286           0.3%
  1     Courtyard by Marriott - Danbury                                     14,347,478           0.3
  1     Courtyard by Marriott - Lincoln                                     12,530,004           0.3
  1     Hampton Inn - Ellenton, FL                                           9,681,234           0.2
  1     Martin's Plaza - Derby                                               9,488,148           0.2
  1     Hampton Inn - Windsor                                                8,766,519           0.2
                                                                           -----------           ---
                                                           4               $69,794,669           1.5%
                                                                           ===========           ===
  1     The Parkdales                                                      $50,250,000           1.1%
  1     Pentagon Park                                                       18,500,000           0.4
                                                                           -----------           ---
                                                           1               $68,750,000           1.5%
                                                                           ===========           ===


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

TERMS AND CONDITIONS OF THE MORTGAGE LOANS

     Due Dates. One hundred twenty five (125) of the mortgage loans,
representing approximately 54.7% of the initial mortgage pool balance, provide
for monthly debt service payments to be due on the first day of each month. One
hundred fifty two (152) of the mortgage loans, representing approximately 33.9%
of the initial mortgage pool balance, provide for monthly debt-service payments
to be due on the 8th day of each month. One mortgage loan, representing
approximately 8.6% of the initial mortgage pool balance, provides for monthly
debt service payments to be due on the ninth day of each month. One mortgage
loan, representing approximately 2.8% of the initial mortgage pool balance,
provides for monthly debt service payments to be due on the fifth day of each
month. Except as described below in the following paragraph, no mortgage loan
has a grace period that extends payments beyond the 10th day of any calendar
month.

     Eight (8) mortgage loans, representing approximately 1.5% of the initial
mortgage pool balance (six (6) mortgage loans in loan group 1, representing
approximately 1.4% of the initial loan group 1 balance and two (2) mortgage
loans in loan group 2, representing approximately 1.8% of the initial loan group
2 balance), each have a grace period that extends payments beyond the 8th day of
any calendar month. However, although each of those mortgage loans has a due
date on the 8th day of each month and any of a 2-, 5- or 10-day grace period,
default interest is due and payable if payment is not made by the related
borrower on the 8th of the month. In addition, there is no grace period with
respect to the balloon payment due on the mortgage loans' stated maturity dates.

     Mortgage Rates; Calculations of Interest. In general, each of the mortgage
loans bears interest at a mortgage interest rate that, in the absence of
default, is fixed until maturity. Notwithstanding the foregoing, one


                                       84



mortgage loan (loan number 59), provides for ascending interest rates of 4.65%,
4.80% and 5.29%, respectively, for the first three years of the loan term and a
fixed interest rate of 5.89% for the last seven loan years of the loan term. The
monthly debt service payment has been calculated based on the rate of 5.89% per
annum and a 360-month amortization. However, for purposes of the aggregation of
interest rate information in this offering prospectus, a rate of 4.65% was used.

     The mortgage interest rate for each of the mortgage loans is shown on Annex
A-1 to this offering prospectus. The mortgage interest rates of the mortgage
loans range from 4.6500% per annum to 6.8600% per annum and, as of the cut-off
date, the weighted average of those mortgage interest rates was 5.8791% per
annum. The mortgage interest rates of the mortgage loans in loan group 1 range
from 5.2430% to 6.8600% per annum and, as of the cut-off date, the weighted
average of those mortgage interest rates was 5.8475% per annum. The mortgage
interest rates of the mortgage loans in loan group 2 range from 4.6500% to
6.8000% per annum and, as of the cut-off date, the weighted average of those
mortgage interest rates was 6.0287% per annum.

     None of the mortgage loans provides for negative amortization or for the
deferral of interest. All the mortgage loans accrue interest on an Actual/360
Basis.

     Partial Interest-Only Balloon Loans. One hundred seventeen (117) of the
mortgage loans, representing approximately 32.9% of the initial mortgage pool
balance (94 mortgage loans in loan group 1, representing approximately 33.6% of
the initial loan group 1 balance, and 23 mortgage loans in loan group 2,
representing approximately 29.4% of the initial loan group 2 balance), provide
for the payment of interest only to be due on each due date until the expiration
of a designated interest-only period, and the amortization of principal
commencing on the due date following the expiration of such interest-only period
on the basis of an amortization schedule that is significantly longer than the
remaining term to stated maturity, with a substantial payment of principal to be
due on the maturity date. In the case of one (1) mortgage loan (loan number 30),
there is an initial amortization period before the interest-only period
commences.

     Interest-Only Balloon Loans. Fifty-one (51) of the mortgage loans,
representing approximately 46.7% of the initial mortgage pool balance (47
mortgage loans in loan group 1, representing approximately 44.5% of the initial
loan group 1 balance, and four (4) mortgage loans in loan group 2, representing
approximately 57.2% of the initial loan group 2 balance) require the payment of
interest only until the related maturity date and provide for the repayment of
the entire principal balance on the related maturity date.

     Amortizing Balloon Loans. One hundred nine (109) of the mortgage loans,
representing approximately 20.2% of the initial mortgage pool balance (88
mortgage loans in loan group 1, representing approximately 21.6% of the initial
loan group 1 balance, and 21 mortgage loans in loan group 2, representing
approximately 13.4% of the initial loan group 2 balance), are characterized by--

     o    no interest only period;

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

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

     These 109 mortgage loans do not include any of the subject mortgage loans
described under "--Partial Interest-Only Balloon Loans" and "Interest-Only
Balloon Loans" above.

     Fully Amortizing Loans. Two (2) of the mortgage loans, representing
approximately 0.2% of the initial mortgage pool balance and approximately 0.3%
of the initial loan group 1 balance--

     o    constant monthly debt service payments throughout the term of the
          mortgage loan; and


                                       85



     o    an amortization schedule that is approximately equal to the actual
          term of the mortgage loan.

     These fully amortizing loans have neither--

     o    an anticipated repayment date; nor

     o    the associated repayment incentives.

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

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

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

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

     All of the mortgage loans permit voluntary prepayment without payment of a
yield maintenance charge or prepayment premium at any time during open periods
that range from the final payment period to the final 37 payment periods prior
to the stated maturity date.

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

     As described below under "--Defeasance Loans", most of the mortgage loans
will permit the related borrower to obtain a full or partial release of the
corresponding mortgaged real property from the related mortgage lien by
delivering U.S. government securities or other non-callable securities as
substitute collateral. Except as indicated in the following sentence, none of
the mortgage loans permits defeasance prior to the second anniversary of the
date of initial issuance of the certificates. In the case of the Park La Brea
Apartments loan combination, a REMIC election was made with respect to the Park
La Brea Apartments trust mortgage loan on the closing date of the Series
2006-LDP8 securitization (which occurred on September 28, 2006), and defeasance
is permitted following the second anniversary of that closing date.

     Prepayment Lock-out Periods. Except as described below in the second
following sentence (in the case of two (2) of the mortgage loans, representing
approximately 5.2% of the initial mortgage pool balance) and except in the case
of loan numbers 2 and 145, the loan documents for the mortgage loans prepayment
lock-out periods as of the cut-off date and, in most cases (see "--Defeasance
Loans" below), a period during which they may be defeased but not prepaid. The
weighted average remaining prepayment lock-out period and defeasance period of
the mortgage loans as of the cut-off date is approximately 93 months
(approximately 101 months for the mortgage loans in loan group 1 and
approximately 59 months for the mortgage loans in loan group 2).

     With respect to two mortgage loans (loan numbers 75 and 145), although in
most cases the respective borrowers' only option for release of the lien is
through defeasance, the following exceptions apply: (i) the borrower under loan
number 72 is permitted to obtain a partial release of 2 of the mortgaged
properties securing that loan prior to the defeasance lockout date by prepaying
the allocated portion with prepayment consideration;


                                       86



and (ii) in the event the sole tenant at the property exercises its purchase
option prior to the expiration of the defeasance lockout period, the borrower
will be required to prepay the loan with prepayment consideration.

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

     Prepayment Consideration. Twenty four (24) of the mortgage loans,
representing approximately 17.9% of the initial mortgage pool balance (12
mortgage loans in loan group 1, representing approximately 8.3% of the initial
loan group 1 balance, and 12 mortgage loans in loan group 2, representing
approximately 63.0% of the initial loan group 2 balance), provide for the
payment of prepayment consideration in connection with a voluntary prepayment
during part of the loan term and, in all but two (2) cases (loan numbers 2 and
145), following an initial prepayment lock-out period.

     In the case of two (2) of the 24 mortgage loans referred to above (loan
numbers 1 and 65), the related borrower may either prepay the mortgage loan with
prepayment consideration (i.e. a yield maintenance amount or a prepayment
premium, as provided in the related loan documents) or defease the mortgage loan
following the initial lockout period (except that, in the case of the Park La
Brea Apartments loan combination, for the first month following the initial
lock-out period, only prepayment with prepayment consideration is permitted).

     In the case of four (4) of the 24 mortgage loans (loan numbers 99, 128, 231
and 261), the related loan documents provide for an initial lock out period
followed by a period during which the subject mortgage may be prepaid with
prepayment consideration, provided that in the event the cost to fully defease
any of those mortgage loans would be less than the prepayment consideration, the
related borrower will be required to defease the mortgage loan to obtain a
release of the related mortgaged real property.

     In the case of one mortgage loan (loan number 145), the related loan
documents provide for an initial period during which the subject mortgage loan
maybe prepaid with prepayment consideration, followed by a period where the
mortgage loan may only be defeased.

     In the case of one mortgage loan (loan number 203), the related loan
documents provide for an initial lock out period followed by a period which the
subject mortgage loan may only be defeased followed by a period during which the
mortgage loan may be prepaid with prepayment consideration.

     Prepayment premiums and yield maintenance charges received on the mortgage
loans, whether in connection with voluntary or involuntary prepayments, will be
allocated and paid to the certificateholders (or, if allocable to the class
A-2FL REMIC II regular interest, the class A-3FL REMIC II regular interest, the
class AM-FL REMIC II regular interest and the class AJ-FL REMIC II regular
interest while the related swap agreement is in effect and there is no
continuing payment default thereunder on the part of the swap counterparty, to
the applicable swap counterparty), in the amounts and in accordance with the
priorities described under "Description of the Offered
Certificates--Payments--Payments of Prepayment Premiums and Yield Maintenance
Charges" in this offering prospectus. However, limitations may exist under
applicable state law on the enforceability of the provisions of the mortgage
loans that require payment of prepayment premiums or yield maintenance charges.
In addition, in the event of a liquidation of a defaulted mortgage loan,
prepayment consideration will be one of the last items to which the related
liquidation proceeds will be applied. Neither we nor the underwriters make, and
none of the mortgage loan sellers has made, any representation or warranty as to
the collectability of any prepayment premium or yield maintenance charge with
respect to any of the mortgage loans or with respect to the enforceability of
any provision in a mortgage loan that requires the payment of a prepayment
premium or yield maintenance charge. See "Risk Factors--Yield Maintenance
Charges or Defeasance Provisions May Not Fully Protect Against Prepayment Risk"
in this offering prospectus, "Risk Factors--Some Provisions in the Mortgage
Loans Underlying Your Offered Certificates May Be Challenged As


                                       87



Being Unenforceable--Prepayment Premiums, Fees and Charges" and "Legal Aspects
of Mortgage Loans--Default Interest and Limitations on Prepayments" in the
accompanying base prospectus.

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

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

     Additionally, the exercise of a purchase option by a tenant with respect to
all or a portion of a mortgaged real property may result in the related mortgage
loan being prepaid during a period when voluntary prepayments are otherwise
prohibited.

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

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

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

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

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

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

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

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

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


                                       88



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

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

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

     o    a transfer of a controlling ownership interest in the related borrower
          subject to receipt of written confirmation from the rating agencies
          that the proposed transfer would not result in a qualification,
          downgrade or withdrawal of any of the then current ratings of the
          offered certificates;

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

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

     o    a transfer of ownership interests for estate planning purposes;

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

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

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

     o    other transfers similar in nature to the foregoing.

     Mortgage Loans Which May Require Principal Paydowns. Certain of the
mortgage loans are secured by letters of credit or cash reserves that in each
such case:

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

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

     See also "--Other Prepayment Provisions" above.

     In the case of one (1) mortgage loan (loan number 143), which represents
approximately 0.2% of the initial mortgage pool balance and 0.2% of the initial
loan group 1 balance, the related borrower will be required to pay down the
mortgage loan in the amount of $1,800,000, together with a prepayment premium,
if the franchise agreement relating to the related mortgaged real property is
not extended by a specified time.


                                       89



     Defeasance Loans. Two hundred sixty-three (263) mortgage loans,
representing approximately 92.0% of the initial mortgage pool balance (222
mortgage loans in loan group 1, representing approximately 92.5% of the initial
loan group 1 balance and 41 mortgage loans in loan group 2, representing
approximately 89.7% of the initial loan group 2 balance), permit the borrower to
defease the related mortgage loan, in whole or in part, by delivering U.S.
government securities or other non-callable government securities within the
meaning of Section 2(a)(16) of the Investment Company Act of 1940 (or in some
cases, other non-callable instruments meeting certain requirements (including
that delivering such instruments as substitute collateral would not result in
adverse tax or ratings consequences to the issuing entity or the certificates)
specified in the related mortgage loan documents) and that satisfy applicable
U.S. Treasury regulations regarding defeasance, as substitute collateral during
a period in which voluntary prepayments are generally prohibited. See
"--Prepayment Lock-out Periods" in this offering prospectus for a description of
those periods during which voluntary prepayments are prohibited.

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

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

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

     If less than all of the real property securing any particular mortgage loan
or group of cross-collateralized mortgage loans is to be released in connection
with any defeasance, the requisite defeasance collateral will be calculated
based on any one or more of: (i) the allocated loan amount for the property (or
portion thereof) to be released and the portion of the monthly debt service
payments attributable to the property (or portion thereof) to be released, (ii)
an estimated or otherwise determined sales price of the property (or portion
thereof) to be released or (iii) the achievement or maintenance of a specified
debt service coverage ratio with respect to the real property that is not being
released. Twenty-three (23) mortgage loans, representing approximately 22.8% of
the initial mortgage pool balance (21 mortgage loans in loan group 1,
representing approximately 16.9% of the initial loan group 1 balance, and two
(2) mortgage loans in loan group 2, representing approximately 50.7% of the
initial loan group 2 balance), permit the partial release of collateral in
connection with partial defeasance.

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

     Except as set forth below, none of the mortgage loans may be defeased prior
to the second anniversary of the date of initial issuance of the certificates.
In the case of the Park La Brea Apartments Loan Combination, a REMIC election
was made with respect to the Park La Brea Apartments Trust Mortgage Loan on the
closing date of the J.P. Morgan Chase Commercial Mortgage Securities Trust
Series 2006-LDP8 securitization (which occurred on September 28, 2006), and
defeasance is permitted following the second anniversary of that closing date.

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


                                       90



COLLATERAL SUBSTITUTION AND PARTIAL RELEASES OTHER THAN IN CONNECTION WITH
DEFEASANCE.

     Property Substitutions. In the case of six (6) mortgage loans (loan numbers
51, 54, 57, 76, 89 and 121), representing approximately 2.3% of the initial
mortgage pool balance and approximately 2.8% of the initial loan group 1
balance, the related mortgage loans are secured by one or more properties
subject to a lease granting the respective tenant the right to purchase the
applicable property. If a tenant elects to purchase a mortgage property, the
related loan documents permit the release of the applicable property from the
lien of the related security instrument and the substitution of the released
property with one or more commercial properties of like kind and quality subject
to the satisfaction of certain conditions, specifically:

     o    lender receives at least thirty days' notice requesting the proposed
          substitution and identifying the release property and the replacement
          property;

     o    no event of default has occurred and is continuing on the date of
          substitution;

     o    the applicable tenant has exercised its right to purchase the release
          property and to substitute such property with another property
          pursuant to the terms and conditions of the applicable lease;

     o    the purchase price of the replacement property must be equal to or
          less than the sales price of the release property;

     o    the related borrower pays a $50,000 substitution fee to lender;

     o    satisfaction of certain LTV and DSCR tests;

     o    receipt of rating agency confirmation;

     o    delivery to the lender of an officer's certificate stating that the
          related borrower's representations and warranties with respect to the
          release parcel are true and correct with respect to the replacement
          parcel;

     o    satisfaction of lender's due diligence conditions with respect to the
          replacement parcel;

     o    receipt of lender's consent to the substitution, which consent will
          not be unreasonably withheld; and

     o    payment of the lender's reasonable out-of-pocket costs and expenses
          incurred as a result of the substitution.

     In the case of one (1) mortgage loan (loan number 13) the mortgaged real
property identified on Annex A-1 to this offering prospectus as the Konover
Hotel Portfolio representing approximately 1.5% of the initial mortgage pool
balance and approximately 1.8% of the initial loan group 1 balance, the related
loan documents permit the release of up to five (5) mortgaged properties from
the lien of the related security instrument and the substitution of the released
properties with commercial properties of like kind and quality subject to the
satisfaction of certain conditions for each substitution, specifically:

     o    lender receives at least thirty days' notice requesting the proposed
          substitution and identifying the release property and the replacement
          property;

     o    no event of default has occurred and is continuing on the date of
          substitution;

     o    the purchase price of the replacement property must be equal to or
          less than the sales price of the release property;


                                       91



     o    the related borrower pays a $25,000 substitution fee to lender per
          substitution; provided, however, the related borrower pays a $40,000
          substitution fee to lender per substitution if more than one
          substitution request is made during any twelve month period;

     o    satisfaction of certain LTV and DSCR tests;

     o    receipt of rating agency confirmation;

     o    satisfaction of lender's due diligence conditions with respect to the
          replacement parcel;

     o    lender shall consent to the substitution, which consent will not be
          unreasonably withheld; and

     o    payment of the lender's reasonable out-of-pocket costs and expenses
          incurred as a result of each substitution.

     In the case of three (3) mortgage loans (loan numbers 9, 10 and 18),
representing approximately 8.4% of the initial mortgage pool balance and
approximately 10.2% of the initial loan group 1 balance, the related borrowers
are entitled from time to time to substitute a portion of the related mortgage
property with another parcel of real property subject to the satisfaction of
certain conditions, specifically:

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

     o    the exchange parcel is vacant, non-income-producing and unimproved or
          only improved by landscaping, utility facilities that are readily
          relocatable or surface parking areas;

     o    the replacement parcel is reasonably equivalent in use, value and
          condition to the exchange parcel; and

     o    the related loan documents are amended to spread the lien of lender's
          mortgage to the replacement parcel.

     Property Releases. In the case of one mortgage loan (loan number 1),
representing approximately 8.6% of the initial mortgage pool balance and
approximately 49.1% of the initial loan group 2 balance, the related mortgagor
is permitted to obtain a release of the portion of the mortgaged property known
as "East of Hauser" (the "East Hauser Property") securing the mortgage loan
without effecting a partial defeasance of the mortgage loan or making a
prepayment of principal provided that, among other things, after giving effect
to such release, (i) the underwritten debt service coverage ratio shall not be
less than 1.85x and (ii) the loan to value ratio shall not be more than fifty
percent (50%); provided, however, if either of the foregoing financial
conditions is not satisfied, the mortgagor may effect a partial defeasance of
the mortgage loan or make a prepayment of principal in order to satisfy such
financial conditions.

     In addition, the mortgage loan documents permit the mortgagor to obtain a
release of the East Hauser Property or a release of the portion of the mortgaged
property known as "West of Hauser" in connection with (i) a sale of either
property to a special purpose entity meeting certain criteria set forth in the
mortgage loan documents or a conveyance of either property to an affiliate of
the mortgagor (in either case, the "Severed Property Borrower") and (ii) the
assumption by the Severed Property Borrower of a portion of the loan allocated
to such released property pursuant to the terms of the mortgage loan documents
and such loan documents as shall be required to reflect the terms of the severed
loan; provided that, among other things, (A) after giving effect to the
severance of the mortgage loan, (a) the underwritten debt service coverage ratio
of each loan shall not be less than 1.85x and (b) the loan to value ratio of
each loan shall not be more than 50%; provided, however, that if either of the
foregoing financial conditions is not satisfied, the mortgagor may effect a
partial defeasance of the mortgage loan or make a prepayment of principal in
order to satisfy such financial conditions and (B) after giving effect to


                                       92



the severance of the mortgage loan, the aggregate outstanding principal balance
of the loans is not less than 17% of the outstanding principal balance of the
mortgage loan immediately prior to the severance of the mortgage loan.

     In the case of the Park La Brea Apartments mortgage loan, the related
mortgage loan documents also allow the mortgagor to obtain a release of the East
Hauser Property by make a partial prepayment of the mortgage loan in an amount
equal to $162,000,000; provided that, among other things, after giving effect to
such release, the underwritten debt service coverage ratio shall not be less
than the greater of (a) the underwritten debt service coverage ratio on the
closing date of the mortgage loan and (b) the underwritten debt service coverage
ratio immediately preceding such release.

     In the case of six (6) mortgage loans (loan numbers 3, 4, 5, 6, 7 and 8),
the related loan documents permit the partial assumption of individual
YPI-Transwestern Portfolio Loan and the release of such individual property from
cross-collateralization, subject to a variety of conditions, including maximum
leverage requirements, underwriting tests, tenant-specific extension
requirements and payment of a transfer fee. Additional TI/LC reserves may be
required to the extent that there are rollover concentrations.

     In the case of one (1) mortgage loan (loan number 11), representing
approximately 2.8% of the initial mortgage pool balance and 3.3% of the initial
group 1 balance, the related borrower may obtain the release of a mortgaged real
property known as "Paragon Gymnastics" parcel from the lien of the mortgage (and
the other loan documents, as applicable); provided that, among other things,
after giving effect to such release, (a) the underwritten debt service coverage
ratio shall not be less than 1.28x and (b) the loan to value ratio shall not be
more than 80%.

     In the case of one (1) mortgage loan (loan number 19), representing
approximately 1.0% of the initial mortgage pool balance and 1.2% of the initial
group 1 balance, the related borrower is in the process of creating a new tax
parcel for a portion of the mortgaged property improved by a movie theater. The
borrower will be permitted to release the movie theater space upon the creation
of a new tax parcel. The related mortgage loan seller did not underwrite the
income attributable to such movie theater space.

     In the case of one (1) mortgage loan (loan number 75, representing
approximately 0.4% of the initial mortgage pool balance and 0.4% of the initial
group 1 balance, the related loan documents provide for defeasance; however, in
connection with the partial release of 2 specified properties of the 8
properties securing the mortgage loan, the borrower may obtain a release of such
properties prior to the defeasance lockout date by prepaying a portion of the
loan ($4,115,000 with respect to one release of property and $1,160,000 with
respect to the other release property) on or prior to the October 2009 payment
date, in each case with a prepayment penalty consisting of the greater of yield
maintenance or 1%.

     In the case of one (1) mortgage loan (loan number 145), representing
approximately 0.2% of the initial mortgage pool balance and 0.2% of the initial
group 1 balance, the sole tenant has the right to purchase the mortgaged
property from the borrower under certain circumstances. If the purchase option
is exercised (a) prior to the expiration of the defeasance lockout period, the
borrower is required to prepay the mortgage loan with yield maintenance, (b)
after the expiration of the defeasance lockout period, the borrower is required
to defease the mortgage loan. In addition, following a condemnation, the sole
tenant will be required to (and if less than 15% of the property is condemned,
may) make an irrevocable offer to purchase the mortgaged property, subject to
certain conditions. In accordance with the loan documents, the lender will have
the right to accept or reject such offer. If the lender accepts the purchase
offer, then the lender would be required to release the mortgaged property from
the lien of the mortgage and the borrower would not be responsible for any
shortfall between the amount of the purchase offer and the amount required to
prepay the mortgage loan with yield maintenance or costs of defeasance.

     In the case of one (1) mortgage loan (loan number 26), the mortgaged real
property identified on Annex A-1 to this offering prospectus as University
Square representing approximately 0.9% of the initial mortgage pool balance and
approximately 1.0% of the initial loan group 1 balance, the related borrower has
deposited funds into


                                       93



an occupancy reserve or provided an approved letter of credit to lender in lieu
thereof as additional security for the mortgage loan. If certain conditions
under the related loan documents are not satisfied, lender may apply the reserve
funds or draw on the letter of credit to pay down a portion of the mortgage
loan. If such prepayment occurs, the related borrower may obtain a release of a
pre-determined parcel from the lien of the related security instrument provided
that certain conditions in the related loan documents are satisfied, including,
but not limited to (i) no event of default has occurred and is continuing under
the mortgage loan, (ii) receipt of rating agency confirmation, (iii)
satisfaction of a debt service coverage ratio test and (iv) delivery of an
opinion from counsel reasonably satisfactory to lender stating that, among other
things, the release will not affect any REMIC status.

     In the case of three (3) mortgage loans (loan numbers 9, 10 and 18),
representing approximately 8.4% of the initial mortgage pool balance and
approximately 10.2% of the initial loan group 1 balance, the related borrowers
are entitled from time to time to acquire one or more additional parcels of real
property, which parcels may be improved and income-producing, provided that
certain conditions are satisfied, including, but not limited to: (i) no event of
default has occurred and is continuing under the related mortgage loan on the
acquisition date; (ii) the related loan documents are amended to spread the lien
of lender's mortgage to the acquired parcels; and (iii) payment of lender's
reasonable out-of-pocket expenses incurred with respect to any such
acquisitions. The related borrowers are permitted from time to time to release
any such acquired parcels from the mortgage lien, provided that certain
conditions in the related loan documents are satisfied, including, but not
limited to (i) no event of default has occurred and is continuing under the
mortgage loan, (ii) payment of lender's reasonable out-of-pocket expenses
incurred with respect to any such release and (iii) not less than ten (10) days
prior to the date of the release, lender shall have received a notice setting
forth (a) the date of the release, (b) the name of the proposed transferee, (c)
a metes and bounds description of the release parcel and (d) a survey of the
release parcel.

     In the case of one (1) mortgage loan (loan number 13), which is secured by
the mortgaged real property identified on Annex A-1 as Konover Hotel Portfolio,
representing approximately 1.5% of the initial mortgage pool balance, after the
earlier of (a) four (4) years from the closing of the related mortgage loan or
(b) two (2) years from the securitization of the related mortgage loan, the
related loan documents permit single or multiple parcels of the mortgaged
property to be released from the lien of the related mortgage (but in no event
may more than five (5) properties be released during the term of the related
mortgage loan unless such release is in connection with a full defeasance of the
entire outstanding principal balance of the A-note and B-note composing the
related mortgage loan) upon satisfaction of certain conditions including: (i)
sixty (60) days' notice to lender; (ii) payment of a release price in the amount
of 110% of the allocated loan amount(s) for the property or properties to be
released; (iii) no event of default has occurred and is continuing under the
related loan documents; (iv) payment of lender's reasonable costs in connection
with each release; (v) satisfaction of debt service coverage ratio tests; (vi)
delivery to lender of evidence that the existing mezzanine loan secured by
ownership interests in the related borrower has been prepaid in the amount(s)
allocated to the property or properties being released; (viii) satisfaction of
all conditions precedent to the defeasance of the portion of the A-note and the
B-note equal to the applicable release price(s) of the property or properties
being released and (ix) payment of a prepayment penalty.

     In the case of one (1) mortgage loan (loan number 198), which is secured by
the mortgaged real property identified on Annex A-1 as Burgard Industrial Park,
representing approximately 0.1% of the initial mortgage pool balance, the
related loan documents permit two designated parcels of the mortgaged property
to be released from the lien of the related mortgage upon satisfaction of
certain conditions including: (i) sixty (60) days' notice to lender; (ii)
payment of a pre-determined release price; (iii) no event of default has
occurred and is continuing under the related loan documents; (iv) payment of
lender's reasonable costs in connection with each release; (v) satisfaction of a
debt service coverage ratio test; (vi) delivery of an opinion from counsel
reasonably satisfactory to lender stating that, among other things, each release
will not affect REMIC status; (vii) if a release occurs before the earlier of
(a) four (4) years from the closing of the related mortgage loan or (b) two (2)
years from the securitization of the related mortgage loan, payment of a
prepayment penalty; and (viii) if a release occurs after the earlier of (a) four
(4) years from the closing of the related mortgage loan or (b) two (2) years
from the securitization of the related mortgage loan, satisfaction of certain
conditions precedent to partial defeasance as set forth in the related loan
documents.


                                       94



     In the case of one (1) mortgage loan (loan number 67), which is secured by
the mortgaged real property identified on Annex A-1 as Pentagon Park,
representing approximately 0.4% of the initial mortgage pool balance, after the
earlier of (a) four (4) years from the closing of the related mortgage loan or
(b) two (2) years from the securitization of the related mortgage loan, the
related loan documents permit two designated parcels of the mortgaged property
to be released from the lien of the related mortgage upon satisfaction of
certain conditions including: (i) sixty (60) days' notice to lender; (ii)
payment of a pre-determined release price for each parcel to be released; (iii)
no event of default has occurred and is continuing under the related loan
documents; (iv) payment of lender's reasonable costs in connection with each
release; (v) satisfaction of debt service coverage ratio and loan-to-value tests
and (vi) satisfaction of certain conditions in the related loan documents for
the partial defeasance of the related promissory note in the amount of the
applicable release price.

     In the case of one (1) mortgage loan (loan number 95)), which represents
approximately 0.3% of the initial mortgage pool balance and 0.4% of the initial
loan group 1 balance, after the earlier of (a) four (4) years from the closing
of the mortgage loan or (b) two (2) years from the securitization of the
mortgage loan, the related loan documents permit a specific parcel of the
related mortgaged real property to be released from the lien of the related
mortgage upon satisfaction of certain conditions including: (i) payment of a
release price; (ii) the absence of any continuing event of default under the
related loan documents; (iii) satisfaction of a debt service coverage ratio test
and (iv) satisfaction of all conditions precedent to the defeasance of the
portion of the mortgage loan equal to the release price.

     Some of the mortgage loans that we intend to include in the assets of the
issuing entity may permit the release of one or more undeveloped or non-income
producing parcels or outparcels that, in each such case do not represent a
significant portion of the appraised value of the related mortgaged real
property or were not taken into account in underwriting the subject mortgage
loan (but may not have been excluded from the appraised value of the related
mortgaged real property), which appraised value is shown on Annex A-1 to this
offering prospectus.

MORTGAGE POOL CHARACTERISTICS

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


                                       95



SIGNIFICANT MORTGAGE LOANS

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






                                                  NUMBER OF                                   % OF INITIAL  % OF INITIAL
                                               MORTGAGE LOANS/   CUT-OFF DATE   % OF INITIAL  LOAN GROUP 1  LOAN GROUP 2
                                    MORTGAGE    MORTGAGED REAL     PRINCIPAL      MORTGAGE      MORTGAGE      MORTGAGE
LOAN NAME                         LOAN SELLER     PROPERTIES        BALANCE     POOL BALANCE  POOL BALANCE  POOL BALANCE
--------------------------------  -----------  ---------------  --------------  ------------  ------------  ------------

Park La Brea Apartments               IXIS           1/1        $  387,500,000       8.6%          0.0%        49.1%
Beacon Office Portfolio               MLML           1/1           225,000,000       5.0           6.0          0.0
YPI Transwestern Portfolio            CRF            6/7           224,400,000       5.0           6.0          0.0
First Colony Mall                     MLML           1/1           194,612,784       4.3           5.2          0.0
Pinnacle Hills Promenade              MLML           1/1           140,000,000       3.1           3.8          0.0
Central Park Shopping Center          IXIS           1/1           125,000,000       2.8           3.3          0.0
Georgetown Renaissance Portfolio      MLML           1/18          100,000,000       2.2           2.7          0.0
Konover Hotel Portfolio               MLML           1/15           67,000,000       1.5           1.8          0.0
Anaheim Plaza                         MLML           1/11           61,750,000       1.4           1.7          0.0
Sahara Pavilion North                 MLML           1/1            56,250,000       1.2           1.5          0.0
                                                    -----       --------------      ----          ----         ----
TOTAL/WTD. AVG:.................                    15/48       $1,581,512,784      35.0%         32.0%        49.1%
                                                    =====       ==============      ====          ====         ====


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

Park La Brea Apartments           Multifamily      4,238   $182,869    1.37        59.6
Beacon Office Portfolio           Office       1,367,594        165    1.21        77.6
YPI Transwestern Portfolio        Office       2,083,585        108    1.34        76.6
First Colony Mall                 Retail         416,081        468    1.16        69.5
Pinnacle Hills Promenade          Retail         425,965        329    1.38        78.9
Central Park Shopping Center      Retail         665,487        188    1.32        78.6
Georgetown Renaissance Portfolio  Various        303,059        330    1.31        51.0
Konover Hotel Portfolio           Hospitality      1,103     60,743    1.42        74.4
Anaheim Plaza                     Retail         345,708        179    1.43        67.5
Sahara Pavilion North             Retail         333,679        169    1.40        72.1
                                                                       ----        ----
TOTAL/WTD. AVG:.................                                       1.32x       69.8
                                                                       ====        ====


----------
(1)  Property size is indicated in square feet, except with respect to
     hospitality properties (in which case it is indicated in rooms) and
     multifamily properties (in which case it is indicated in dwelling units).

(2)  In the case of the Park La Brea Apartments Trust Mortgage Loan, the cut-off
     date principal balance per square foot, the debt service coverage ratio and
     the cut-off date loan-to-value ratio, were determined taking into
     consideration, in the case of the debt service coverage ratio, the
     aggregate annualized amount of debt service that will be payable under the
     Park La Brea Apartments Trust Mortgage Loan and the Park La Brea Apartments
     Pari Passu Non-Trust Loan and, in the case of the cut-off date principal
     balance per square foot and the cut-off date loan-to-value ratio, the cut
     off date principal balance of the Park La Brea Apartments Trust Mortgage
     Loan and the Park La Brea Apartments Pari Passu Non-Trust Loan.

(3)  Based on the stabilized appraisal values for the 1600 Corporate Center
     property and the Kensington Corporate Center property. The Cut-off Date LTV
     Ratio and LTV Ratio at Maturity are both 78.4% based on an "as is"
     appraised value of $286,100,000 for the whole portfolio.

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

THE LOAN COMBINATIONS

     General. The mortgage pool will include three (3) mortgage loans that are
each part of a separate Loan Combination. Each of those Loan Combinations
consists of the particular mortgage loan that we intend to include in the trust
and one or more other loans that we will not include in the trust. Each loan
comprising a particular Loan Combination is evidenced by a separate promissory
note. The aggregate debt represented by the entire Loan Combination, however, is
secured by the same mortgage(s) or deed(s) of trust on the related mortgaged
real property or properties. The loans that are part of a particular Loan
Combination are obligations of the same borrower and are cross-defaulted. The
allocation of payments to the respective mortgage loans comprising a Loan
Combination, whether on a senior/subordinated or a pari passu basis (or some
combination thereof), is effected either through one or more co-lender
agreements or other intercreditor arrangements to which the respective holders
of the subject promissory notes are parties or by virtue of relevant provisions
contained in the related loan documents. Such co-lender agreements or other
intercreditor arrangements will, in general, govern the respective rights of the
noteholders, including in connection with the servicing of the respective loans
comprising a Loan Combination.


                                       96



     The table below identifies each mortgage loan that is part of a Loan
Combination.



                                                                   RELATED                          U/W DSCR (NCF)
                                                                 PARI PASSU                     AND CUT-OFF DATE LOAN-
                  MORTGAGE LOANS THAT ARE                         NON-TRUST    RELATED B-NOTE     TO-VALUE RATIO OF
                PART OF A LOAN COMBINATION                          LOAN      NON-TRUST LOANS  ENTIRE LOAN COMBINATION
--------------------------------------------------------------  ------------  ---------------  -----------------------
                                                  % OF INITIAL
 MORTGAGED REAL PROPERTY NAME                       MORTGAGE       ORIGINAL       ORIGINAL               CUT-OFF DATE
 (AS IDENTIFIED ON ANNEX A-1     CUT-OFF DATE         POOL        PRINCIPAL       PRINCIPAL    U/W NCF  LOAN-TO-VALUE
 TO THIS OFFERING PROSPECTUS)  PRINCIPAL BALANCE     BALANCE       BALANCE         BALANCE       DSCR       RATIO
-----------------------------  -----------------  ------------  ------------  ---------------  -------  --------------

Park La Brea Apartments           $387,500,000         8.6%     $387,500,000            N/A      1.37        59.6
Konover Hotel Portfolio           $ 67,000,000         1.5%              N/A     $4,000,000      1.30        78.9
93-20 Roosevelt Avenue            $ 11,134,678         0.2%              N/A     $  718,750      1.13        80.6


THE PARK LA BREA APARTMENTS LOAN COMBINATION

     General. The Park La Brea Apartments Trust Mortgage Loan, which has a
cut-off date principal balance of $387,500,000, representing approximately 8.6%
of the initial mortgage pool balance and approximately 49.1% of the initial loan
group 2 balance, is part of the Loan Combination that we refer to as the Park La
Brea Apartments Loan Combination. The Park La Brea Apartments Loan Combination
consists of the Park La Brea Apartments Trust Mortgage Loan and the Park La Brea
Apartments Pari Passu Non-Trust Loan, which is not included in this trust, but
is secured by the same Mortgaged Property. The Park La Brea Apartments Loan
Combination will be serviced under the Series 2006-LDP8 Pooling and Servicing
Agreement. The relative rights of the holders of the loans comprising the Park
La Brea Apartments Loan Combination are governed by the Park La Brea Apartments
Intercreditor Agreement.

     Priority of Payments. Pursuant to the Park La Brea Apartments Intercreditor
Agreement, collections on the Park La Brea Apartments Loan Combination
(excluding any amounts as to which other provision for their application has
been made in the related loan documents) will always be allocated (after
application to unpaid servicing fees, unreimbursed costs and expenses and/or
reimbursement of advances and interest thereon, incurred under the Series
2006-LDP8 Pooling and Servicing Agreement) to the issuing entity, as holder of
the Park La Brea Apartments Trust Mortgage Loan, and the Series 2006-LDP8 trust,
as the holder of the Park La Brea Apartments Non-Trust Mortgage Loan, on a pro
rata and pari passu basis, in accordance with their respective original
principal balances.

     Park La Brea Apartments Consultation Rights. Pursuant to the Park La Brea
Apartments Intercreditor Agreement, the Series 2006-LDP8 Master Servicer or the
Series 2006-LDP8 Special Servicer, as applicable, will not be permitted to take
any of the following actions without obtaining the approval of the Park La Brea
Apartments Controlling Party:

     o    any modification or amendment of, or waiver with respect to, the Park
          La Brea Apartments Loan Combination or the related mortgage loan
          documents that would result in the extension of the maturity date, a
          reduction in the interest rate or the monthly payment, or any
          prepayment premium, exit fee or yield maintenance premium payable on
          the Park La Brea Apartments Loan Combination or a deferral or
          forgiveness of interest on or principal of the Park La Brea Apartments
          Loan Combination, a modification or waiver of any other monetary term
          of the related mortgage loan documents relating to the timing or
          amount of any payment of principal and interest (other than default
          interest) or a modification or waiver of any provision of the Park La
          Brea Apartments Loan Combination which restricts the related borrower
          from incurring additional indebtedness or from transferring a
          mortgaged real property or any transfer of direct or indirect equity
          interests in the borrower;

     o    any modification or amendment of, or waiver with respect to, the
          related mortgage loan documents that would result in a discounted pay
          off of the Park La Brea Apartments Loan Combination;


                                       97



     o    any foreclosure upon or comparable conversion (which may include
          acquisition of REO Property) of the ownership of the mortgaged real
          property securing the Park La Brea Apartments Loan Combination or any
          acquisition of the related mortgaged real property by deed in lieu of
          foreclosure;

     o    any proposed or actual sale of the mortgaged real property or REO
          property (other than in connection with (i) the repurchase or
          replacement of any mortgage loan by the related loan seller for a
          breach of representation or warranty or for defective or deficient
          loan documentation, (ii) the sale of defaulted mortgage loans and
          (iii) the termination of the trust and liquidation of all of the
          mortgage loans in the trust, in each case as provided in the Park La
          Brea Apartments Intercreditor Agreement);

     o    subject to certain exceptions, any proposed or actual sale of the Park
          La Brea Apartments Loan Combination by the applicable servicer;

     o    any release of the borrower, any guarantor or other obligor from
          liability with respect to the Park La Brea Apartments Loan
          Combination;

     o    any determination not to enforce a "due on sale" or "due on
          encumbrance" clause (unless such clause is not exercisable under
          applicable law or such exercise is reasonably likely to result in
          successful legal action by the borrower) as provided in the Series
          2006-LDP8 Pooling and Servicing Agreement (or similar provision in any
          other servicing agreement, if applicable);

     o    any action to bring a related property or REO property into compliance
          with environmental laws or otherwise address hazardous materials
          located at the property or REO property;

     o    any substitution or release of collateral or acceptance of additional
          collateral for the Park La Brea Apartments Loan Combination including
          the release of additional collateral for the Park La Brea Apartments
          Loan Combination unless required by the underlying Park La Brea
          Apartments Loan Combination documents (other than any release made in
          connection with the grant of a non-material easement or right-of-way
          or other non-material release such as a "curb-cut");

     o    any consent, waiver or approval with respect to any change in the
          property manager at the mortgaged real property;

     o    adoption or approval of a plan in a bankruptcy of a borrower;

     o    consenting to any new lease or any amendment, modification, waiver or
          termination of any lease, in each case to the extent the lender's
          approval is required under the related mortgage loan documents; or

     o    any renewal or replacement of the then existing insurance policies (to
          the extent the lender's approval is required under the related
          mortgage loan documents) or any waiver, modification or amendment of
          any insurance requirements under the related mortgage loan documents;

provided that the Series 2006-LDP8 Master Servicer or the Series 2006-LDP8
Special Servicer, as applicable, will be required to consult, on a non-binding
basis for a period of at least 10 Business Days, with the series 2006-4
controlling class representative in respect of the items set forth above, and
will provide the series 2006-4 controlling class representative with an
opportunity to review any proposed action to be taken in respect thereof.
Notwithstanding the foregoing, the Series 2006-LDP8 Special Servicer will not be
obligated to seek approval from the Park La Brea Apartments Controlling Party,
as contemplated above, for any actions to be taken by the Series 2006-LDP8
Special Servicer with respect to the Park La Brea Apartments Loan Combination or
related REO Property if (i) the Series 2006-LDP8 Special Servicer has, as
described above, notified the Park La Brea


                                       98



Apartments Controlling Party in writing of various actions that the Series
2006-LDP8 Special Servicer proposes to take with respect to the workout or
liquidation of the Park La Brea Apartments Loan Combination or related REO
Property and (ii) for 60 days following the first such notice, the Park La Brea
Apartments Controlling Party has objected to all of those proposed actions but
has failed to suggest any alternative actions that do not violate the applicable
servicing standard.

THE A/B LOAN COMBINATIONS

     General. There are two (2) A-Note Trust Mortgage Loans, which respectively
represent approximately 1.5% and 0.2% of the initial mortgage pool balance and
approximately 1.8% and 0.3% of the initial loan group 1 balance, that are
secured by the mortgaged real properties identified on Annex A-1 to this
offering prospectus as Konover Hotel Portfolio and 93-20 Roosevelt Avenue,
respectively. In each case, the related borrower has encumbered the subject
mortgaged real property with junior debt, which constitutes the related B-Note
Non-Trust Loan. In each case, the aggregate debt consisting of the A-Note Trust
Mortgage Loan and the related B-Note Non-Trust Loan, which two mortgage loans
constitute an A/B Loan Combination, is secured by a single mortgage or deed of
trust on the subject mortgaged real property. We intend to include each of the
A-Note Trust Mortgage Loans in the trust fund. Each of the B-Note Non-Trust
Loans was sold immediately after origination to CBA Mezzanine Capital Finance,
LLC, and will not be included in the trust fund.

     In each case, the A-Note Trust Mortgage Loan and related B-Note Non-Trust
Loan are cross-defaulted. Each B-Note Non-Trust Loan has the same maturity date,
amortization schedule and prepayment structure as the related A-Note Trust
Mortgage Loan. For purposes of the information presented in this offering
prospectus with respect to each A-Note Trust Mortgage Loan, the loan-to-value
ratio and debt service coverage ratio information reflects only that A-Note
Trust Mortgage Loan and does not take into account the related B-Note Non-Trust
Loan.

     The trust, as the holder of the A-Note Trust Mortgage Loans, and the
respective holders of the B-Note Non-Trust Loans are parties to separate
intercreditor agreements, each of which we refer to as an A/B Intercreditor
Agreement. The servicing and administration of each A-Note Trust Mortgage Loan
(and, to the extent described below, the related B-Note Non-Trust Loan) will be
performed by the master servicer on behalf of the trust (and, in the case of the
related B-Note Non-Trust Loan, on behalf of the holder of that loan). The master
servicer will be required to collect payments with respect to any B-Note
Non-Trust Loan following the occurrence of certain events of default with
respect to the related A/B Loan Combination described in the related A/B
Intercreditor Agreement. The following describes certain provisions of the A/B
Intercreditor Agreements.

     Allocation of Payments Between Each A-Note Trust Mortgage Loan and the
Related B-Note Non-Trust Loan. The rights of the holder of each B-Note Non-Trust
Loan to receive payments of interest, principal and other amounts are
subordinated to the rights of the holder of the related A-Note Trust Mortgage
Loan to receive such amounts. So long as an A/B Material Default has not
occurred or, if an A/B Material Default has occurred but is no longer continuing
with respect to an A/B Loan Combination, the borrower under the subject A/B Loan
Combination will be required to make separate payments of principal and interest
to the holder of the related A-Note Trust Mortgage Loan and B-Note Non-Trust
Loan. Escrow and reserve payments will be made to the master servicer on behalf
of the trust as the holder of the A-Note Trust Mortgage Loans. Any voluntary
principal prepayments will be applied as provided in the related loan documents;
provided that any prepayment resulting from the payment of insurance proceeds or
condemnation awards or accepted during the continuance of an event of default
will be applied as though there were an existing A/B Material Default. If an A/B
Material Default occurs and is continuing with respect to an A/B Loan
Combination, then all amounts tendered by the borrower or otherwise available
for payment of that A/B Loan Combination will be applied by the master servicer
(with any payments received by the holder of the related B-Note Non-Trust Loan
after and during an A/B Material Default to be forwarded to the master
servicer), net of certain amounts, in the sequential order of priority provided
for in the related A/B Intercreditor Agreement, which generally provides that
all interest, principal, yield maintenance charges and outstanding expenses in
respect of the subject A-Note Trust Mortgage Loan will be paid in full prior to
any application of payments in respect of the related B-Note Non-Trust Loan.


                                       99



     Notwithstanding the foregoing, amounts payable with respect to each B-Note
Non-Trust Loan will not be available to cover all costs and expenses associated
with the related A-Note Trust Mortgage Loan. Unless an A/B Material Default
exists, payments of principal and interest with respect to each B-Note Non-Trust
Loan will be made directly by the borrower to the holder of the related B-Note
Non-Trust Loan and, accordingly, will not be available to cover certain expenses
that, upon payment out of the trust fund, will constitute Additional Trust Fund
Expenses. For example, a Servicing Transfer Event could occur with respect to an
A/B Loan Combination, giving rise to special servicing fees, at a time when no
A/B Material Default exists. In addition, following the resolution of all
Servicing Transfer Events (and presumably all A/B Material Defaults) with
respect to an A/B Loan Combination, workout fees would be payable. The special
servicer has agreed that special servicing fees, workout fees and principal
recovery fees earned with respect to any B-Note Non-Trust Loan will be payable
solely out of funds allocable thereto. However, special servicing compensation
earned with respect to an A-Note Trust Mortgage Loan, as well as interest on
related Advances and various other servicing expenses, will be payable out of
collections allocable to that A-Note Trust Mortgage Loan and/or general
collections on the mortgage pool if collections allocable to the related B-Note
Non-Trust Loan are unavailable or insufficient to cover such items.

     If, after the expiration of the right of the holder of any B-Note Non-Trust
Loan to purchase the related A-Note Trust Mortgage Loan (as described below),
the related A-Note Trust Mortgage Loan or the subject B-Note Non-Trust Loan is
modified in connection with a workout so that, with respect to either the
related A-Note Trust Mortgage Loan or the B-Note Non-Trust Loan, (a) the
outstanding principal balance is decreased, (b) payments of interest or
principal are waived, reduced or deferred or (c) any other adjustment is made to
any of the terms of the related A/B Loan Combination, then all payments to the
trust, as the holder of the related A-Note Trust Mortgage Loan, will be made as
if the workout did not occur and the payment terms of the related A-Note Trust
Mortgage Loan will remain the same. In that case, the holder of the subject
B-Note Non-Trust Loan will be required to bear the full economic effect of all
waivers, reductions or deferrals of amounts due on either the related A-Note
Trust Mortgage Loan or the subject B-Note Non-Trust Loan attributable to the
workout (up to the outstanding principal balance, together with accrued
interest, of the subject B-Note Non-Trust Loan).

     Servicing of the A/B Loan Combinations. Each A-Note Trust Mortgage Loan and
the related mortgaged real property will be serviced and administered by the
master servicer and/or special servicer pursuant to the pooling and servicing
agreement. The master servicer and/or special servicer will service and
administer each B-Note Non-Trust Loan to the extent described below. The
Servicing Standard will require the master servicer and the special servicer to
take into account the interests of both the trust and the holder of the related
B-Note Non-Trust Loan when servicing each A/B Loan Combination, with a view to
maximizing the realization for both the trust and the holder of the related
B-Note Non-Trust Loan as a collective whole, taking into account, to the extent
consistent with the related A/B Intercreditor Agreement, the subordinate nature
of the related B-Note Non-Trust Loan. The holder of each B-Note Non-Trust Loan
will be deemed a third-party beneficiary of the pooling and servicing agreement.

     The master servicer and the special servicer have the sole and exclusive
authority to service and administer, and to exercise the rights and remedies
with respect to, each A/B Loan Combination. Subject to certain limitations with
respect to modifications and certain rights of the holder of a B-Note Non-Trust
Loan to purchase the related A-Note Trust Mortgage Loan (as discussed under
"--Modifications" and "--Purchase of an A-Note Trust Mortgage Loan by the Holder
of the Related B-Note Non-Trust Loan"), the holder of a B-Note Non-Trust Loan
has no voting, consent or other rights with respect to the master servicer's or
special servicer's administration of, or the exercise of its rights and remedies
with respect to, the related A/B Loan Combination.

     So long as an A/B Material Default has not occurred with respect to an A/B
Loan Combination, the master servicer will have no obligation to collect
payments with respect to the related B-Note Non-Trust Loan. A separate servicer
of that B-Note Non-Trust Loan will be responsible for collecting amounts payable
in respect of that B-Note Non-Trust Loan. That servicer will have no servicing
duties or obligations with respect to the related A-Note Trust Mortgage Loan or
the related mortgaged real property. If an A/B Material Default occurs with
respect to an A/B Loan Combination, the master servicer or the special servicer,
as applicable, will (during the


                                      100



continuance of that A/B Material Default) collect and distribute payments for
both the related A-Note Trust Mortgage Loan and the B-Note Non-Trust Loan
according to the sequential order of priority provided for in the related A/B
Intercreditor Agreement.

     Advances. Neither the master servicer nor the trustee is required to make
any P&I advances with respect to a B-Note Non-Trust Loan. Neither the holder of
any B-Note Non-Trust Loan nor any related separate servicer is required to make
any P&I advance with respect to the related A-Note Trust Mortgage Loan or any
servicing advance with respect to the related mortgaged real property. The
master servicer and, if applicable, the trustee will make servicing advances, if
required, with respect to the mortgaged real property securing an A/B Loan
Combination. The special servicer may, but is not obligated to, make servicing
advances with respect to the mortgaged real property securing an A/B Loan
Combination.

     Modifications. The ability of the master servicer or the special servicer,
as applicable, to enter into any assumption, amendment, deferral, extension,
increase or waiver of any term or provision of a B-Note Non-Trust Loan, an
A-Note Trust Mortgage Loan or the related loan documents, is limited by the
rights of the holder of the subject B-Note Non-Trust Loan to approve
modifications and other actions as contained in the related A/B Intercreditor
Agreement; provided that the consent of the holder of a B-Note Non-Trust Loan
will not be required in connection with any modification or other action with
respect to the related A/B Loan Combination after the expiration of the right of
the holder of the B-Note Non-Trust Loan to purchase the related A-Note Trust
Mortgage Loan; and provided, further, that no consent or failure to provide
consent of the holder of a B-Note Non-Trust Loan may cause the master servicer
or special servicer to violate applicable law or any term of the pooling and
servicing agreement, including the Servicing Standard. The holder of a B-Note
Non-Trust Loan may not enter into any assumption, amendment, deferral,
extension, increase or waiver of the subject B-Note Non-Trust Loan or the
related loan documents without the prior written consent of the trustee, as
holder of the related A-Note Trust Mortgage Loan, acting through the master
servicer and/or the special servicer as specified in the pooling and servicing
agreement.

     Purchase of an A-Note Trust Mortgage Loan by the Holder of the Related
B-Note Non-Trust Loan. Upon the occurrence of any one of certain defaults that
are set forth in the related A/B Intercreditor Agreement, the holder of a B-Note
Non-Trust Loan will have the right to purchase the related A-Note Trust Mortgage
Loan at a purchase price determined under the A/B Intercreditor Agreement and
generally equal the sum of (a) the outstanding principal balance of the A-Note
Trust Mortgage Loan, (b) accrued and unpaid interest on the outstanding
principal balance of the A-Note Trust Mortgage Loan (excluding any default
interest or other late payment charges), (c) any unreimbursed servicing advances
made by the master servicer, the special servicer or the trustee with respect to
the mortgaged real property, together with any advance interest thereon, (d)
reasonable out-of-pocket legal fees and costs incurred in connection with
enforcement of the subject A/B Loan Combination by the master servicer or
special servicer, (e) any interest on any unreimbursed P&I advances made by the
master servicer or the trustee with respect to the A-Note Trust Mortgage Loan,
(f) any related master servicing fees, primary servicing fees, special servicing
fees and trustee's fees payable under the pooling and servicing agreement, and
(g) out-of-pocket expenses incurred by the trustee, the special servicer or the
master servicer with respect to the A/B Loan Combination together with advance
interest thereon.

     The holder of a B-Note Non-Trust Loan does not have any rights to cure any
defaults with respect to the related A/B Loan Combination.

ADDITIONAL LOAN AND PROPERTY INFORMATION

     Delinquencies. Each mortgage loan seller will represent in its mortgage
loan purchase agreement that, with respect to the mortgage loans that we will
purchase from that mortgage loan seller, no scheduled payment of principal and
interest under any mortgage loan was 30 days or more past due as of the cut-off
date for such mortgage loan in December 2006, without giving effect to any
applicable grace period, nor was any scheduled payment 30 days or more
delinquent with respect to any monthly debt service payment at any time since
the date


                                       101



of its origination, without giving effect to any applicable grace period. None
of the mortgage loans has experienced any losses of principal or interest
(through forgiveness of debt or restructuring) since origination.

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

     o    One hundred thirty four (134) of the mortgaged real properties,
          securing approximately 30.8% of the initial mortgage pool balance and
          approximately 37.3% of the initial loan group 1 balance are, in each
          case, a retail property, an office property or an industrial/warehouse
          property that is leased to one or more major tenants that each
          occupies at least 25% of the net rentable area of the particular
          property. A number of companies are major tenants at more than one of
          the mortgaged real properties.

     o    Thirty-five (35) of the mortgaged real properties, securing
          approximately 5.8% of the initial mortgage pool balance and
          approximately 7.0% of the initial loan group 1 balance are entirely or
          substantially leased to a single tenant.

     o    There are several cases in which a particular entity is a tenant at
          more than one of the mortgaged real properties, and although it may
          not be a major tenant at any of those properties, it is significant to
          the success of the properties.

     o    Certain tenant leases at the mortgaged real properties (including
          mortgaged real properties leased to a single tenant) have terms that
          are shorter than the terms of the related mortgage loans and, in some
          cases, significantly shorter. See Annex A-1 to this offering
          prospectus for information regarding lease term expirations with
          respect to the three largest tenants (or, if applicable, single
          tenant) at the retail, office, industrial and mixed use mortgaged real
          properties.

     o    Nine (9) of the mortgaged real properties, representing security for
          approximately 1.2% of the initial mortgage pool balance (eight
          mortgaged properties securing approximately 1.3% of the initial loan
          group 1 balance and one mortgaged property securing approximately 0.7%
          of the initial loan group 2 balance), are multifamily rental
          properties that have a material concentration of student tenants.
          Those kinds of mortgaged real properties may experience more
          fluctuations in occupancy rates than other types of properties.

     o    Certain of the mortgaged real properties are multifamily rental
          properties that receive rent subsidies from the United States
          Department of Housing and Urban Development under the Section 42 low
          income tax credit program or have tenants whose rents are subsidized
          under HUD's Section 8 housing choice voucher program or are otherwise
          subsidized.

     o    With respect to certain of the mortgage loans, one or more of the
          tenants may be local, state or federal governmental entities
          (including mortgaged properties leased to a single tenant). These
          entities may have the right to terminate their leases at any time,
          subject to various conditions, including notice to the landlord or a
          loss of available funding.

     o    With respect to certain of the mortgage loans, one or more of the
          tenants at the related mortgaged real property have yet to take
          possession of their leased premises or may have taken possession of
          their leased premises but have yet to open their respective businesses
          to the general public and, in some cases, may not have commenced
          paying rent under their leases.

     Ground Leases. In the case of each of six (6) mortgaged real properties
securing, in whole or partially, six (6) mortgage loans, representing
approximately 4.0% of the initial mortgage pool balance and approximately 4.8%
of the initial loan group 1 balance, the related mortgage constitutes a lien on
the related borrower's leasehold or sub-leasehold interest in the subject
mortgaged real property, but not on the corresponding fee


                                       102



interest. In each case, the related ground lease or sub-ground lease, after
giving effect to all extension options exercisable at the option of the relevant
lender, expires more than 10 years after the stated maturity of the related
mortgage loan and the ground lessor has agreed to give the holder of the related
mortgage loan notice of, and the right to cure, any default or breach by the
related ground lessee.

     See "Risk Factors--Lending on Ground Leases Creates Risks for Lenders That
Are Not Present When Lending on an Actual Ownership Interest in a Real Property"
and "Legal Aspects Of Mortgage Loans--Foreclosure--Leasehold Considerations" in
the accompanying base prospectus.

     Additional and Other Financing.

     Additional Secured Debt.

     In the case of the Park La Brea Apartments Trust Mortgage Loan, the related
mortgage also secures the Park La Brea Apartments Pari Passu Non-Trust Loan,
which will not be included in the assets of the issuing entity. See "--The Loan
Combinations--The Park La Brea Apartments" above for a description of certain
aspects of the Park La Brea Apartments Loan Combination.

     In the case of each of the A-Note Trust Mortgage Loans, the related
mortgage also secures the related B-Note Non-Trust Loan, which will not be
included in the assets of the issuing entity. See "--The Loan Combinations--The
A/B Loan Combinations" above for a description of certain aspects of the related
Loan Combinations.

     In the case of one mortgage loan (loan number 58), representing
approximately 0.4% of the initial mortgage pool balance and 0.5% of the initial
group 1 balance, the related borrower has incurred additional debt in the amount
of $3,650,000, which debt represents a second mortgage secured by the related
mortgaged real property.

     In the case of one mortgage loan (loan number 237), representing
approximately 0.1% of the initial mortgage pool balance and 0.1% of the initial
group 1 balance, the related borrower has incurred additional debt in the amount
of $500,000, which debt represents a second mortgage secured by the related
mortgaged real property.

     In the case of the mortgage loan (loan number 146) secured by the mortgaged
real property identified on Annex A-1 to this offering prospectus as Georgetown
Apartments & The Willows Apartments, representing approximately 0.2% of the
initial mortgage pool balance and approximately 1.0% of the initial loan group 2
balance, the related borrower has incurred a subordinate mortgage loan in the
original principal amount of $1,100,000, which subordinate mortgage loan is
secured by a second mortgage on the related mortgaged real property. The
subordinate mortgage loan will not be included in the trust and is subject to a
subordination and standstill agreement.

     In the case of three (3) mortgage loans, representing approximately 0.6% of
the initial mortgage pool balance and approximately 0.7% of the initial loan
group 1 balance, the related borrowers are permitted to incur subordinated
indebtedness secured by their related mortgaged real properties as identified in
the table below.



                                       MORTGAGE LOAN
                                          CUT-OFF      MAXIMUM COMBINED LTV   MINIMUM COMBINED
LOAN GROUP   MORTGAGED PROPERTY NAME    DATE BALANCE      RATIO PERMITTED      DSCR PERMITTED
----------   -----------------------   -------------   --------------------   ----------------

    1        Storage One at Regena      $ 2,795,084           70%                   1.20x
    1        Cypress Center             $ 1,497,437           75%                   1.20x
    1        Colonial Office Park       $23,500,000           NA                    1.20x


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


                                       103



See "Risk Factors--Risks Relating to the Mortgage Loans--A Borrower's Other
Loans May Reduce the Cash Flow Available to the Mortgaged Real Property Which
May Adversely Affect Payment on Your Certificates; Mezzanine Financing Reduces a
Principal's Equity in, and Therefore Its Incentive to Support, a Mortgaged Real
Property" in this offering prospectus. See also, See "Risk Factors--Additional
Secured Debt Increases the Likelihood That a Borrower Will Default on a Mortgage
Loan Underlying Your Offered Certificates" and "Legal Aspects Of Mortgage
Loans--Subordinate Financing" in the accompanying base prospectus.

     Mezzanine Debt. In the case of 17 mortgage loans, representing
approximately 11.0% of the initial mortgage pool balance (16 mortgage loans in
loan group 1, representing approximately 13.0% of the initial loan group 1
balance, and one (1) mortgage loans in loan group 2, representing approximately
1.8% of the initial loan group 2 balance), the owner(s) of the related borrower
have pledged their interests in the borrower to secure secondary financing in
the form of mezzanine debt, as indicated in the table below.



                                                                ORIGINAL
                                               MORTGAGE LOAN    MEZZANINE                      MATURITY
LOAN                                             CUT-OFF          DEBT        AGGREGATE        DATE OF         INTEREST RATE ON
GROUP         MORTGAGED PROPERTY NAME          DATE BALANCE     BALANCE     DEBT BALANCE   MEZZANINE LOAN        MEZZANINE LOAN
-----   -----------------------------------   -------------   -----------   ------------   --------------   ----------------------

1       200 North LaSalle                       92,000,000    $14,964,349   $106,964,349       10/8/2011            9.55%
1       Energy Square I & II                    47,900,000      7,791,221     55,691,221       10/8/2011            9.55%
1       Bannockburn Corporate Center            28,800,000      4,684,492     33,484,492       10/8/2011            9.55%
1       6688 North Central                      28,000,000      4,554,367     32,554,367       10/8/2011            9.55%
1       1600 Corporate Center                   18,900,000      3,074,198     21,974,198       10/8/2011            9.55%
1       Kensington Corporate Center              8,800,000      1,431,373     10,231,373       10/8/2011            9.55%
1       Konover Hotel Portfolio                 67,000,000      2,000,000     69,000,000       12/1/2016            11.25%
1       The Parkdales                           50,250,000      7,400,000     57,650,000       12/1/2016            11.50
1       Carmax - Duarte                         21,375,000      3,600,000     24,975,000        5/3/2007            16.00%
1       Carmax - Florida                        20,900,000      3,600,000     24,500,000        5/3/2007            16.00%
1       Carmax - Dulles                         19,700,000      3,600,000     23,300,000        5/3/2007            16.00%
1       Hampton Inn South Street Seaport        19,250,000        500,000     19,750,000       10/8/2016            13.00%
1       Pentagon Park                           18,500,000      2,500,000     21,000,000       12/1/2011            11.75%
1       Carmax - White Marsh, MD                16,325,000      3,600,000     19,925,000        5/3/2007            16.00%
1       Barrett Woods Corporate Center          16,000,000      2,000,000     18,000,000      12/11/2006          LIBOR + 3%
                                                                                                            Greater of 9% or LIBOR
2       Franciscan at Bear Creek Apartments     14,500,000      4,310,400     18,810,400     1/15/2007(1)            + 5%
1       Carmax - Laurel, MD                     10,200,000      3,600,000     13,800,000        5/3/2007            16.00%


----------
(1)  Subject to extension to March 13, 2007

     Certain of the above-described mezzanine loans are held by the related
mortgage loan seller as mezzanine lender. In the case of each of the above
described mortgage loans as to which equity owners of the related borrowers have
incurred mezzanine debt, the mezzanine loan is subject to an intercreditor
agreement entered into between the holder of the mortgage loan and the mezzanine
lender, under which, generally, the mezzanine lender--

     o    has agreed, among other things, not to enforce its rights to realize
          upon the collateral securing its related mezzanine loan without
          written confirmation from the rating agencies that an enforcement
          action would not cause the downgrade, withdrawal or qualification of
          the then current ratings of the offered certificates, unless certain
          conditions are met relating to the identity and status of the
          transferee of the collateral and the replacement property manager and,
          in certain cases, the delivery of an acceptable non-consolidation
          opinion letter by counsel, and

     o    has subordinated and made junior its related mezzanine loan to the
          related mortgage loan (other than as to its interest in the pledged
          collateral) and has the option to purchase the related mortgage loan
          if that mortgage loan becomes a defaulted mortgage loan or to cure the
          default.


                                       104



     In the case of 30 mortgage loans, representing approximately 33.4% of the
initial mortgage pool balance (24 mortgage loans in loan group 1, representing
approximately 27.9% of the initial loan group 1 balance, and six (6) mortgage
loans in loan group 2, representing approximately 59.6% of the initial loan
group 2 balance), the owners of the related borrowers are permitted to pledge
their ownership interests in the borrowers as collateral for mezzanine debt in
the future, as identified in the table below. The incurrence of this mezzanine
indebtedness is generally subject to certain conditions, that may include any
one or more of the following conditions--

     o    consent of the mortgage lender;

     o    satisfaction of loan-to-value tests, which provide that the aggregate
          principal balance of the related mortgage loan and the subject
          mezzanine debt may not exceed a specified percentage of the value of
          the related mortgaged real property and debt service coverage tests,
          which provide that the combined debt service coverage ratio of the
          related mortgage loan and the subject mezzanine loan may not be less
          than a specified number;

     o    subordination of the mezzanine debt pursuant to a subordination and
          intercreditor agreement; and/or

     o    confirmation from each rating agency that the mezzanine financing will
          not result in a downgrade, qualification or withdrawal of the then
          current ratings of the offered certificates.



                                               MORTGAGE LOAN      MAXIMUM          MINIMUM
                                                CUT-OFF DATE    COMBINED LTV    COMBINED DSCR
LOAN GROUP       MORTGAGED PROPERTY NAME          BALANCE     RATIO PERMITTED     PERMITTED
----------  ---------------------------------  -------------  ---------------   -------------

    2       Park La Brea Apartments             $387,500,000       80%(1)         1.10x(1)
    1       Beacon Office Portfolio              225,000,000       80%            1.25x
    1       First Colony Mall                    194,612,784       70%            1.15x
    1       Pinnacle Hills Promenade             140,000,000       70%            1.15x
    1       Georgetown Renaissance Portfolio     100,000,000       85%            1.20x
    1       White Oaks Mall                       50,000,000       80%            1.10x
    1       Northgate Mall                        46,364,964       70%            1.15x
    1       Atrium - Marriott University Park     41,000,000       79%            1.20x
    2       Mansions at Technology Park           41,000,000       80%            1.20x
    1       Federal Way Crossings                 40,500,000       80%            1.20x
    1       University Square                     39,050,000       85%            1.20x
    1       Colonial Office Park                  23,500,000       NAP            1.20x
    2       The Manor Homes of Arbor Walk         22,390,000       85%            1.07x
    1       Courtyard by Marriott Tacoma          21,450,000       70%            1.40x
    1       City Heights Retail Plaza             20,000,000       70%            1.40x(3)
    2       Victorian Quarters at Team Ranch      14,000,000       80%            1.20x
    1       Westlake Village Inn                  12,000,000       65%            1.50x
    1       Sheraton Hotel - Ontario Airport      10,989,462       70%            1.35x
    1       Victorville Shopping Center            9,400,000       85%            1.07x
    1       Rivergate Plaza & Oak Ridge Plaza      8,967,247       80%            1.25x
    1       701 East Lake Street                   8,750,000       80%            1.20x
    1       Plaza El Toro                          8,400,000       80%            1.20x(2)
    1       Holiday Inn - Santa Anna               8,192,294       70%            1.35x
    1       Westgate Plaza - Riverside, CA         6,700,000       80%            1.20x(2)
    1       Garden Ridge Kennesaw                  6,493,615       70%            1.20x(3)
    1       Garden Ridge Norcross                  6,493,615       70%            1.20x(3)
    1       Whisper Lakes                          5,750,000       90%            1.10x(4)
    1       22741 Pacific Coast Highway            6,000,000       75%            1.20x(5)
    2       Timbers Apartments                     2,980,000       80%            1.25x(5)
    2       The Village Apartments                 2,575,200       80%            1.30x(6)


----------


                                      105



(1)  Direct and indirect equity owners of the borrower may pledge their
     ownership interests as collateral without being subject to a loan-to-value
     or debt service coverage ratio test

(2)  Not permitted prior to 6 months after origination.

(3)  Not permitted prior to 12 months after origination.

(4)  Not permitted prior to 24 months after origination.

(5)  Not permitted prior to 36 months after origination.

(6)  Such aggregate DSCR is required for the trailing 12 months and projected
     for the following 12 months.

     In the case of twenty-six (26) mortgage loans (loan numbers 14, 15, 20, 21,
29, 32, 33, 34, 37, 39, 44, 46, 49, 52, 61, 65, 66, 68, 71, 72, 74, 97, 101,
114, 136 and 164), representing approximately 14.4% of the initial mortgage pool
balance and approximately 17.4% of the initial loan group 1 balance, sponsors of
the related borrowers have pledged indirect ownership interests in the related
borrowers to secure debt in the principal amount of $1,200,000,000. Upon
foreclosure of the pledged interests, the holder of the pledged interests will
automatically be admitted as a member of the related entity with all of the
rights and obligations of the pledgor under the applicable organizational
documents and the pledgor will cease to be a member of the related entity.
Notwithstanding the foregoing, lender must consent to (i) changes in control of
the related borrowers and (ii) certain sponsors owning less than ten percent
(10%) of the direct or indirect ownership interests in the related borrowers.

     In the case of one (1) mortgage loan (loan number 58), representing
approximately 0.4% of the initial mortgage pool balance and approximately 0.5%
of the initial loan group 1 balance, sponsors of the related borrower have
pledged indirect ownership interests in the related borrower to secure debt in
the principal amount of $3,650,000.

     While a mezzanine lender has no security interest in or rights to the
mortgaged real property securing the related mortgage borrower's mortgage loan,
a default under a mezzanine loan could cause a change in control in the related
mortgage borrower as a result of the realization on the pledged ownership
interests by the mezzanine lender. See "Risk Factors--Risks Relating to the
Mortgage Loans--A Borrower's Other Loans May Reduce the Cash Flow Available to
the Mortgaged Real Property Which May Adversely Affect Payment on Your
Certificates; Mezzanine Financing Reduces a Principal's Equity in, and Therefore
Its Incentive to Support, a Mortgaged Real Property" in this offering
prospectus.

     Unsecured and Other Debt. The mortgage loans generally do not prohibit the
related borrower from incurring other obligations in the ordinary course of
business relating to the mortgaged real property, including but not limited to
trade payables, or from incurring indebtedness secured by equipment or other
personal property located at or used in connection with the mortgaged real
property. Therefore, under certain of the mortgage loans, the borrower has
incurred or is permitted to incur additional financing that is not secured by
the mortgaged real property. In addition, borrowers that have not agreed to
certain special purpose covenants in the related loan documents are not
prohibited from incurring additional debt.

     In addition, in the case of the Park La Brea Apartments trust mortgage
loan, which represents approximately 8.6% of the initial mortgage pool balance
and approximately 49.1% of the initial loan group 2 balance, the related
mortgage loan documents also allow the mortgagor to issue preferred equity
interests in any entity owning a direct or indirect interest in the mortgagor,
subject to and in accordance with the terms of the mortgage loan documents
(including the satisfaction of the requirement that the preferred equity
investment is at all times held by a permitted mezzanine loan lender).

     In addition to the foregoing kinds of additional debt a borrower may have
incurred, we are aware that in the case of eight (8) mortgage loans,
representing approximately 3.4% of the initial mortgage pool balance, the
related borrowers have incurred, or are expressly permitted to incur,
subordinate unsecured indebtedness other than trade payables or indebtedness
secured by equipment or other personal property located at or used in connection
with the mortgaged real property, in each case as identified in the table below.


                                      106





                                                MORTGAGE LOAN     AMOUNT OF UNSECURED        MAXIMUM         MINIMUM
                                                 CUT-OFF DATE        DEBT INCURRED/        COMBINED LTV   COMBINED DSCR
LOAN GROUP       MORTGAGED PROPERTY NAME           BALANCE             PERMITTED         RATIO PERMITTED    PERMITTED
----------  ----------------------------------  -------------   -----------------------  ---------------  -------------

    2       Mansions at Technology Park         $41,000,000       Up to $1,000,000 (1)         N/A             N/A
    1       Warwick Hotel Seattle                27,959,095       Up to $4,000,000(1)          N/A             N/A
            Greentree Shopping Center            15,700,000        Up to $500,000 (1)          N/A             N/A
    2       Wynhaven-Hollister Apartments        14,950,000            $789,158                N/A             N/A
    1       Campus Realty Student Housing                       Not to exceed 2% of the        N/A             N/A
            Portfolio                            16,500,000(1)        Loan Amount
    1       McKibbon-Residence Inn Charlotte     14,774,755(1)       Up to $400,000            N/A             N/A
    1       McKibbon-Homewood Suites Knoxville   12,179,142(1)       Up to $400,000            N/A             N/A
            701 East Lake Street                  8,750,000            $1,293,016              N/A             N/A


----------
(1)  Not yet incurred.

     Except as disclosed under this "--Additional and Other Financing"
subsection, we have not been able to confirm whether the respective borrowers
under the mortgage loans have any other debt outstanding. We make no
representation with respect to the mortgage loans as to whether any other
subordinate financing currently encumbers any mortgaged real property, whether
any borrower has incurred material unsecured debt or whether a third-party holds
debt secured by a pledge of an equity interest in a related borrower.

     Zoning and Building Code Compliance. In connection with the origination of
each mortgage loan, the related originator examined whether the use and
operation of the mortgaged real property were in material compliance with
zoning, land-use, building, fire and health ordinances, rules, regulations and
orders then-applicable to that property. Evidence of this compliance may have
been in the form of legal opinions, surveys, recorded documents, letters from
government officials or agencies, title insurance endorsements, engineering or
consulting reports and/or representations by the related borrower. In some
cases, a certificate of occupancy was not available. Where the property as
currently operated is a permitted nonconforming use and/or structure, an
analysis was generally conducted as to--

     o    the likelihood that a material casualty would occur that would prevent
          the property from being rebuilt in its current form; and

     o    whether existing replacement cost hazard insurance or, if necessary,
          supplemental law or ordinance coverage would, in the event of a
          material casualty, be sufficient--

          1.   to satisfy the entire mortgage loan; or

          2.   taking into account the cost of repair, to pay down the mortgage
               loan to a level that the remaining collateral would be adequate
               security for the remaining loan amount.

     Notwithstanding the foregoing, we cannot assure you, however, that any such
analysis, or that the above determinations, were made in each and every case.

     Lockboxes. Ninety-seven (97) mortgage loans, representing approximately
68.1% of the initial mortgage pool balance (94 mortgage loans in loan group 1,
representing approximately 71.4% of the initial loan group 1 balance and three
(3) mortgage loans in loan group 2, representing approximately 52.4% of the
initial loan group 2 balance), generally provide that all rents, credit card
receipts, accounts receivables payments and other income derived from the
related mortgaged real properties will be paid into one of the following types
of lockboxes, each of which is described below.


                                      107



     o    LOCKBOXES IN EFFECT ON THE DATE OF CLOSING. Income (or a portion
          thereof sufficient to pay monthly debt service) is paid directly to a
          lockbox account controlled by the lender, or both the borrower and the
          lender, except that with respect to multifamily properties, income is
          collected and deposited in the lockbox account by the manager of the
          mortgaged real property and, with respect to hospitality properties,
          cash or "over-the-counter" receipts are deposited into the lockbox
          account by the manager, while credit card receivables are deposited
          directly into a lockbox account. In the case of such lockboxes, funds
          deposited into the lockbox account are disbursed either--

          1.   in accordance with the related loan documents to satisfy the
               borrower's obligation to pay, among other things, debt service
               payments, taxes and insurance and reserve account deposits; or

          2.   to the borrower on a daily or other periodic basis, until the
               occurrence of a triggering event, following which the funds will
               be disbursed to satisfy the borrower's obligation to pay, among
               other things, debt service payments, taxes and insurance and
               reserve account deposits.

          In some cases, the lockbox account is currently under the control of
          both the borrower and the lender, to which the borrower will have
          access until the occurrence of the triggering event, after which no
          such access will be permitted. In other cases, the related loan
          documents require the borrower to establish the lockbox but each
          account has not yet been established.

          For purposes of this offering prospectus, a lockbox is considered to
          be a "hard" lockbox when income from the subject property is paid
          directly into a lockbox account controlled by the lender. A lockbox is
          considered to be a "soft" lockbox when income from the subject
          property is paid into a lockbox account controlled by the lender, by
          the borrower or a property manager that is affiliated with the
          borrower.

     o    SPRINGING LOCKBOX. Income is collected by or otherwise accessible to
          the borrower until the occurrence of a triggering event, following
          which a lockbox of the type described above is put in place, from
          which funds are disbursed to a lender controlled account and used to
          pay, among other things, debt service payments, taxes and insurance
          and reserve account deposits. Examples of triggering events may
          include:

          1.   a decline by more than a specified amount, in the net operating
               income of the related mortgaged real property; or

          2.   a failure to meet a specified debt service coverage ratio; or

          3.   an event of default under the mortgage.

     For purposes of this offering prospectus, a springing lockbox is an
account, which may be a hard or soft lockbox, that is required to be established
by the borrower upon the occurrence of a trigger event.

     The 97 mortgage loans referred to above provide for lockbox accounts as
follows:


                                      108





                                                                % OF INITIAL              % OF INITIAL                % OF INITIAL
                                    NUMBER OF                     MORTGAGE    GROUP 1     LOAN GROUP 1    GROUP 2     LOAN GROUP 2
         LOCKBOX TYPE*           MORTGAGE LOANS     BALANCE     POOL BALANCE   COUNT   PRINCIPAL BALANCE   COUNT   PRINCIPAL BALANCE
-------------------------------  --------------  -------------  ------------  -------  -----------------  -------  -----------------

Hard                                  57         1,734,305,605      38.3%        57          46.5%           0             0.0%
None at Closing, Springing Hard       31         1,077,068,283      23.8         30          18.5            1            49.1
Soft at Closing, Springing Hard        6           210,750,000       4.7          6           5.6            0             0.0
Soft                                   3            58,679,522       1.3          1           0.9            2             3.4
                                     ---                            ----        ---          ----          ---            ----
                                      97                            68.1%        94          71.4%           3            52.4
                                     ===                            ====        ===          ====          ===            ====


*    Includes lockboxes required to be in effect on the date of closing but not
     yet established. In certain cases the loan documents require that the
     related lockbox be established within a specified period following the loan
     closing date.

     Hazard, Liability and Other Insurance. Although exceptions exist, the loan
documents for each of the mortgage loans generally require the related borrower
to maintain with respect to the corresponding mortgaged real property the
following insurance coverage--

     o    hazard insurance in an amount that generally is, subject to an
          approved deductible, at least equal to the lesser of--

          1.   the outstanding principal balance of the mortgage loan; and

          2.   the full insurable replacement cost or insurable value of the
               improvements located on the insured property;

     o    if any portion of the improvements on the property was in an area
          identified in the federal register by the Federal Emergency Management
          Agency as having special flood hazards, flood insurance meeting the
          requirements of the Federal Insurance Administration guidelines, in an
          amount that is equal to the least of--

          1.   the outstanding principal balance of the related mortgage loan;

          2.   the full insurable replacement cost or insurable value of the
               improvements on the insured property; and

          3.   the maximum amount of insurance available under the National
               Flood Insurance Act of 1968;

     o    commercial general liability insurance against claims for personal and
          bodily injury, death or property damage; and

     o    business interruption or rent loss insurance.

     Certain mortgage loans permit a borrower to satisfy its insurance coverage
requirement by permitting its tenant to self-insure (including with respect to
terrorism insurance coverage).

     In general, the mortgaged real properties for the mortgage loans, including
those properties located in California, are not insured against earthquake
risks. In the case of those properties located in California, other than those
that are manufactured housing communities or self storage facilities, a
third-party consultant conducted seismic studies to assess the probable maximum
loss for the property. Except as indicated in the following paragraph, none of
the resulting reports concluded that a mortgaged real property was likely to
experience a probable maximum loss in excess of 19% of the estimated replacement
cost of the improvements.


                                      109



     In the case of one (1) mortgage loan (loan number 61), representing
approximately 0.4% of the initial mortgage pool balance and approximately 0.5%
of the initial loan group 1 balance, a seismic study report performed on the
related mortgaged real property concluded that it was likely to experience a
probable maximum loss of approximately 29% of the estimated replacement cost of
the improvements. The related loan documents require the borrower to obtain
earthquake insurance.

     Each master servicer (with respect to each of the mortgage loans serviced
by it, including those of such mortgage loans that have become specially
serviced mortgage loans), and the special servicer, with respect to related REO
Properties, will be required to use reasonable efforts, consistent with the
Servicing Standard, to cause each borrower to maintain, or if the borrower does
not maintain, the applicable master servicer will itself maintain, to the extent
available at commercially reasonable rates and that the trustee has an insurable
interest therein, for the related mortgaged real property, all insurance
required by the terms of the loan documents and the related mortgage.

     Where insurance coverage at the mortgaged real property for any mortgage
loan(other than the Park La Brea Apartments Trust Mortgage Loan) is left to the
lender's discretion, the master servicers will be required to exercise such
discretion in accordance with the Servicing Standard, and to the extent that any
mortgage loan so permits, the related borrower will be required to exercise its
efforts to obtain insurance from insurers which have a minimum claims-paying
ability rating of at least "A3" by Moody's and "A" by S&P (or the obligations of
which are guaranteed or backed by a company having such claims-paying ability),
and where insurance is obtained by a master servicer, such insurance must be
from insurers that meet such requirements. In addition to the foregoing, neither
master servicer will be required to cause to be maintained, or to itself obtain
and maintain, any earthquake or environmental insurance policy unless a policy
providing such coverage was in effect either at the time of the origination of
the related mortgage loan or at the time of initial issuance of the
certificates.

     In some cases, however, insurance may not be available from insurers that
are rated by either of Moody's or S&P. In that case, the applicable master
servicer or the special servicer, as the case may be, will be required to use
reasonable efforts, consistent with the servicing standard, to cause the
borrower to maintain, or will itself maintain, as the case may be, insurance
with insurers having the next highest ratings that are offering the required
insurance at commercially reasonable rates.

     Various forms of insurance maintained with respect to any of the mortgaged
real properties for the mortgage loans, including casualty insurance,
environmental insurance and earthquake insurance, may be provided under a
blanket insurance policy. That blanket insurance policy will also cover other
real properties, some of which may not secure loans in the trust. As a result of
total limits under any of those blanket policies, losses at other properties
covered by the blanket insurance policy may reduce the amount of insurance
coverage with respect to a property securing one of the mortgage loans in the
trust. See "Risk Factors--Risks Related to the Mortgage Loans--The Absence or
Inadequacy of Insurance Coverage on the Property May Adversely Affect Payments
on Your Certificates" in this offering prospectus and "Risk Factors--Lack of
Insurance Coverage Exposes a Trust to Risk for Particular Special Hazard Losses"
in the accompanying base prospectus.

     With limited exception, the mortgage loans generally provide that insurance
and condemnation proceeds are to be applied either--

     o    to restore the mortgaged real property; or

     o    towards payment of the mortgage loan.

     If any mortgaged real property (other than the Park La Brea Apartments
Mortgaged Property) is acquired by the trust through foreclosure, deed in lieu
of foreclosure or otherwise following a default on the related mortgage loan,
the special servicer will be required to maintain for that property generally
the same types of insurance policies providing coverage in the same amounts as
were previously required under the related mortgage loan. The special servicer
will not be required to obtain any insurance for an REO Property that was


                                      110



previously required under the related mortgage if (a) such insurance is not
available at any rate; or (b) as determined by the special servicer following
due inquiry conducted in a manner consistent with the Servicing Standard and
subject to the rights of and consultation with the controlling class
representative, such insurance is not available at commercially reasonable rates
and the subject hazards are not commonly insured against by prudent owners of
similar real properties in similar locales.

     The master servicers and the special servicer may each satisfy their
obligations regarding maintenance of the hazard insurance policies referred to
in this offering prospectus by maintaining a blanket insurance policy or a
master force-placed insurance policy insuring (or entitling the applicable party
to obtain insurance) against hazard losses on all of the mortgage loans for
which they are responsible. If any blanket insurance policy maintained by a
master servicer or the special servicer contains a deductible clause, however,
the applicable master servicer or the special servicer, as the case may be, will
be required, in the event of a casualty covered by that policy, to pay out of
its own funds all sums that--

     o    are not paid because of the deductible clause; and

     o    would have been paid if an individual hazard insurance policy referred
          to above had been in place.

     The applicable originator and its successors and assigns are the
beneficiaries under separate title insurance policies with respect to each
mortgage loan. It is expected that each title insurer will enter into
co-insurance and reinsurance arrangements with respect to the title insurance
policy as are customary in the title insurance industry. Subject to standard
exceptions, including those regarding claims made in the context of insolvency
proceedings, each title insurance policy will provide coverage to the trustee
for the benefit of the certificateholders for claims made against the trustee
regarding the priority and validity of the borrower's title to the subject
mortgaged real property.

     The Series 2006-LDP8 Pooling and Servicing Agreement imposes generally
similar but not identical requirements on the Series 2006-LDP8 Master Servicer
and the Series 2006-LDP8 Special Servicer with respect to maintaining insurance
with respect to the Park La Brea Apartments Loan Combination and any Park La
Brea Apartments REO Property.

ASSESSMENTS OF PROPERTY CONDITION

     Property Inspections. All of the mortgaged real properties for the mortgage
loans were inspected in connection with the origination or acquisition of the
related mortgage loan to assess their general condition. No inspection revealed
any patent structural deficiency or any deferred maintenance considered material
and adverse to the interests of the holders of the offered certificates, except
in such cases where adequate reserves have been established.

     Appraisals. All of the mortgaged real properties for the mortgage loans,
were appraised by a state certified appraiser or an appraiser belonging to the
Appraisal Institute in accordance with the Federal Institutions Reform, Recovery
and Enforcement Act of 1989. The primary purpose of each of those appraisals was
to provide an opinion of the fair market value of the related mortgaged real
property. There can be no assurance that another appraiser would have arrived at
the same opinion of value. The resulting appraised values are shown on Annex A-1
to this offering prospectus.

     Environmental Assessments. A third-party environmental consultant conducted
a Phase I environmental site assessment, or updated a previously conducted
assessment (which update may have been pursuant to a database update), with
respect to all but eleven (11) of the mortgaged real properties ( securing loan
numbers 26, 75.01, 75.02, 75.03, 75.04, 75.05, 75.06, 75.07, 75.08 and 132)
securing the mortgage loans during the 12-month period ending on the cut-off
date.


                                      111



     In the case of seven (7) mortgaged real properties (loan numbers 27, 75.04,
77, 79.03, 159, 215 and 233), representing approximately 1.4% of the initial
mortgage pool balance (five (5) mortgage loans in loan group 1, representing
approximately 1.4% of the initial loan group 1 balance, and two (2) mortgage
loans in loan group 2, representing approximately 1.8% of the initial loan group
2 balance), a third-party consultant also conducted a Phase II environmental
site assessment of each such mortgaged real property.

     The environmental testing at any particular mortgaged real property did not
necessarily cover all potential environmental issues. For example, tests for
radon, lead-based paint and lead in water were generally performed only at
multifamily rental properties and only when the originator of the related
mortgage loan believed this testing was warranted under the circumstances.

     If the environmental investigations described above identified material
adverse or potentially material adverse environmental conditions at or with
respect to any of the respective mortgaged real properties securing a mortgage
loan or at a nearby property with potential to affect a mortgaged real property,
then one of the following occurred:

     o    an environmental consultant investigated those conditions and
          recommended no further investigations or remediation; or

     o    an operation and maintenance plan or other remediation was required
          and/or an escrow reserve was established to cover the estimated costs
          of obtaining that plan and/or effecting that remediation; or

     o    those conditions were remediated or abated prior to the closing date;
          or

     o    a letter was obtained from the applicable regulatory authority stating
          that no further action was required; or

     o    an environmental insurance policy (which may not be for the primary
          benefit of a secured lender) was obtained, a letter of credit was
          provided, an escrow reserve account was established, another party has
          acknowledged responsibility, or an indemnity from the responsible
          party was obtained to cover the estimated costs of any required
          investigation, testing, monitoring or remediation; or

     o    in those cases where an offsite property is the location of a leaking
          underground storage tank or groundwater or soil contamination, a
          responsible party has been identified under applicable law, and
          generally either--

          1.   that condition is not known to have affected the mortgaged real
               property; or

          2.   the responsible party has either received a letter from the
               applicable regulatory agency stating no further action is
               required, established a remediation fund, engaged in responsive
               remediation, or provided an indemnity or guaranty to the
               borrower; or

          3.   an environmental insurance policy was obtained (which may not be
               for the primary benefit of a secured lender).

     In some cases, the identified condition related to the presence of
asbestos-containing materials, lead-based paint, mold, and/or radon. Where these
substances were present, the environmental consultant often recommended, and the
related loan documents required--

     o    the establishment of an operation and maintenance plan to address the
          issue, or


                                      112



     o    in some cases involving asbestos-containing materials, lead-based
          paint, mold and/or radon, an abatement or removal program or a
          long-term testing program.

     In a few cases, the particular asbestos-containing materials, lead-based
paint, mold and/or radon was in need of repair or other remediation. This could
result in a claim for damages by any party injured by that condition. In certain
cases, the related lender did not require the establishment of an operation and
maintenance plan despite the identification of issues involving
asbestos-containing materials and/or lead-based paint.

     In some cases, the environmental consultant did not recommend that any
action be taken with respect to a potentially material adverse environmental
condition at a mortgaged real property securing a mortgage loan, because a
responsible party with respect to that condition had already been identified.
There can be no assurance, however, that such a responsible party will be
financially able to address the subject condition.

     In some cases where the environmental consultant recommended specific
remediation of an adverse environmental condition, the related originator of a
mortgage loan required the related borrower generally:

     o    to carry out the specific remedial measures prior to closing;

     o    carry out the specific remedial measures post-closing and, if deemed
          necessary by the related originator of the subject mortgage loan,
          deposit with the lender a cash reserve in an amount generally equal to
          100% to 125% of the estimated cost to complete the remedial measures;
          or

     o    to monitor the environmental condition and/or to carry out additional
          testing, in the manner and within the time frame specified in the
          related loan documents.

     Some borrowers under the mortgage loans may not have satisfied or may not
satisfy all post-closing obligations required by the related loan documents with
respect to environmental matters. There can be no assurance that recommended
operations and maintenance plans have been or will be implemented or if
implemented, will continue to be complied with.

     In some cases, the environmental assessment for a mortgaged real property
identified potential and, in some cases, significant environmental issues at
nearby properties. The resulting environmental report indicated, however, that--

     o    the mortgaged real property had not been affected or had been
          minimally affected,

     o    the potential for the problem to affect the mortgaged real property
          was limited, or

     o    a person responsible for remediation had been identified.

     The information provided by us in this offering prospectus regarding
environmental conditions at the respective mortgaged real properties is based on
the environmental site assessments referred to in this "--Environmental
Assessments" subsection and has not been independently verified by--

     o    us,

     o    any of the other parties to the pooling and servicing agreement,

     o    any of the mortgage loan sellers,

     o    any of the underwriters, or

     o    the affiliates of any of these parties.


                                      113



     There can be no assurance that the environmental assessments or studies, as
applicable, identified all environmental conditions and risks at, or that any
environmental conditions will not have a material adverse effect on the value of
or cash flow from, one or more of the mortgaged real properties.

     In the case of one mortgage loan (loan number 132), representing
approximately 0.2% of the initial mortgage pool balance and 0.2% of the initial
loan group 1 balance, the Phase II environmental assessment recommends that a
certain tenant's status in a dry cleaning solvent cleanup program sponsored by
the Florida Department of Environmental Protection. If higher levels of
contamination are discovered when the Florida Department of Environmental
Protection begins to address the contamination associated with the on-site dry
cleaner, the site may cease to be eligible for assistance under the program,
resulting in an increase in costs associated with remediation of up to $150,000.

     See "Risk Factors--Risks Related to the Mortgage Loans--Lending on
Income-Producing Real Properties Entails Environmental Risks" in this offering
prospectus.

     Engineering Assessments. Except as indicated in the following paragraph, in
connection with the origination of the mortgage loans, a licensed engineer
inspected the related mortgaged real properties to assess the structure,
exterior walls, roofing, interior structure and mechanical and electrical
systems. The resulting engineering reports were prepared:

     o    in the case of 327 mortgaged real properties, representing security
          for approximately 98.6% of the initial mortgage pool balance (273
          mortgaged real properties securing mortgage loans in loan group 1, and
          representing approximately 98.3% of the initial loan group 1 balance,
          and 54 mortgaged real properties securing mortgage loans in loan group
          2, and representing approximately 100.0% of the initial loan group 2
          balance), during the 12-month period preceding the cut-off date, and

     o    in the case of 11 mortgaged real properties, representing security for
          approximately 1.4% of the initial mortgage pool balance and
          approximately 1.7% of the initial loan group 1 balance, during the
          16-month period preceding the cut-off date.

     The resulting reports indicated deferred maintenance items and/or
recommended capital improvements on the mortgaged real properties. Generally,
with respect to a majority of the mortgaged real properties, where the
engineer's recommended repairs, corrections or replacements were deemed material
by the related originator, the related borrowers were required to carry out the
necessary repairs, corrections or replacements, and in some instances, to
establish reserves, generally in an amount ranging from 100% to 125% of the
licensed engineer's estimated cost of the recommended repairs, corrections or
replacements to fund deferred maintenance or replacement items that the reports
characterized as in need of prompt attention.

ASSIGNMENT OF THE MORTGAGE LOANS

     We will acquire the mortgage loans directly from the sponsors. As a result,
the sponsors are the "mortgage loan sellers" with respect to the series 2006-4
securitization transaction.

     On or before the date of initial issuance of the offered certificates, each
mortgage loan seller will transfer its mortgage loans to us, and we will then
transfer all the mortgage loans to the issuing entity. In each case, the
transferor will assign the subject mortgage loans, without recourse, to the
transferee.


                                      114



     In connection with the foregoing transfers, the related mortgage loan
seller will be required to deliver the following documents, among others, to the
trustee with respect to each of the mortgage loans (other than the Park La Brea
Apartments Trust Mortgage Loan)--

     o    either:

          1.   the original promissory note, endorsed without recourse to the
               order of the trustee or in blank; or

          2.   if the original promissory note has been lost, a copy of that
               note, together with a lost note affidavit and indemnity;

     o    the original or a copy of the related mortgage instrument, together
          with originals or copies of any intervening assignments of that
          instrument, in each case, unless the particular document has not been
          returned from the applicable recording office, with evidence of
          recording or certified by the applicable recording office;

     o    the original or a copy of any separate assignment of leases and rents,
          together with originals or copies of any intervening assignments of
          that instrument, in each case, unless the particular document has not
          been returned from the applicable recording office, with evidence of
          recording or certified by the applicable recording office;

     o    either:

          1.   a completed assignment of the related mortgage instrument in
               favor of the trustee or in blank, in recordable form except for
               completion of the assignee's name and address if delivered in
               blank and except for missing recording information; or

          2.   a certified copy of that assignment as sent for recording;

     o    either:

          1.   a completed assignment of any separate related assignment of
               leases and rents in favor of the trustee or in blank, in
               recordable form except for completion of the assignee's name and
               address if delivered in blank and except for missing recording
               information; or

          2.   a certified copy of that assignment as sent for recording;

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

     o    in those cases where applicable, the original or a copy of the related
          ground lease;

     o    originals or copies of any consolidation, assumption, substitution and
          modification agreements in those instances where the terms or
          provisions of the related mortgage instrument or promissory note have
          been consolidated or modified or the subject mortgage loan has been
          assumed; and

     o    a copy of any related letter of credit (the original of which will be
          required to be delivered to the applicable master servicer),


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provided that mortgage loan seller may deliver certain documents, including
those identified in the third, fourth and fifth bullets, within the 30-day
period following the date of issuance of the offered certificates.

     In the case of the Park La Brea Apartments Trust Mortgage Loan, the related
mortgage loan seller will be required to deliver to the trustee only the related
original mortgage note, together with a copy of the Park La Brea Apartments
Intercreditor Agreement and the Series 2006-LDP8 Pooling and Servicing
Agreement.

     The trustee, either directly or through a custodian, is required to hold
all of the documents delivered to it with respect to the mortgage loans, in
trust for the benefit of the certificateholders. Within a specified period of
time following that delivery, the trustee, directly or through a custodian, will
be further required to conduct a review of those documents. The scope of the
trustee's review of those documents will, in general, be limited solely to
confirming that those documents have been received. None of the trustee, either
master servicer, the special servicer or any custodian is under any duty or
obligation to inspect, review or examine any of the documents relating to the
mortgage loans to determine whether the document is valid, effective,
enforceable, in recordable form or otherwise appropriate for the represented
purpose.

     If--

     o    any of the above-described documents required to be delivered by the
          respective mortgage loan sellers to the trustee is not delivered or is
          otherwise defective in the manner contemplated by the pooling and
          servicing agreement; and

     o    that omission or defect materially and adversely affects the value of,
          or the interests of the certificateholders in, the subject loan,

then the omission or defect will constitute a material document defect as to
which the certificateholders will have the rights against the applicable
mortgage loan seller described below under "--Repurchases and Substitutions."

     Within a specified period following the later of--

     o    the date on which the offered certificates are initially issued; and

     o    the date on which all recording information necessary to complete the
          subject document is received by the trustee,

the trustee or one or more independent third-party contractors retained at the
expense of the mortgage loan sellers must submit for recording in the real
property records of the applicable jurisdiction each of the assignments of
recorded loan documents in the trustee's favor described above. Because most of
the mortgage loans are newly originated, many of those assignments cannot be
completed and recorded until the related mortgage and/or assignment of leases
and rents, reflecting the necessary recording information, is returned from the
applicable recording office.

     Notwithstanding the foregoing, in the case of the mortgage loans as to
which IXIS Real Estate Capital Inc. is the mortgage loan seller, the related
assignment of mortgage, assignment of assignment of leases, security agreements
and/or UCC financing statements have generally been recorded in the name of
Mortgage Electronic Registration Systems, Inc., which we refer to below as MERS,
or its designee, no assignment of mortgage, assignment of leases, security
agreements and/or UCC financing statements in favor of the trustee will be
required to be prepared or delivered and instead, the related mortgage loan
seller will be required to take all actions as are necessary to cause the
trustee on behalf of the trust to be shown as the owner of the related mortgage
loan on the records of MERS.


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REPRESENTATIONS AND WARRANTIES

     In each mortgage loan purchase agreement, the applicable mortgage loan
seller has represented and warranted with respect to each mortgage loan (subject
to certain exceptions specified in each mortgage loan purchase agreement), as of
the date of initial issuance of the offered certificates, or as of such other
date specifically provided in the representation and warranty, among other
things, generally that:

     (a)  The information relating to the mortgage loan set forth in the loan
          schedule attached to the related mortgage loan purchase agreement will
          be true and correct in all material respects as of the cut-off date.

     (b)  Immediately prior to its transfer and assignment of the mortgage loan,
          it had good title to, and was the sole owner of, the mortgage loan.

     (c)  The related mortgage instrument is a valid and, subject to the
          exceptions and limitations on enforceability set forth in clause (d)
          below, enforceable first priority lien upon the related mortgaged real
          property, prior to all other liens and there are no other liens and/or
          encumbrances that are pari passu with the lien of the mortgage, in any
          event subject, however, to the Permitted Encumbrances, which Permitted
          Encumbrances do not, individually or in the aggregate, materially
          interfere with the security intended to be provided by the related
          mortgage, the current principal use of the related mortgaged real
          property, the value of the mortgaged real property or the current
          ability of the related mortgaged real property to generate income
          sufficient to service the mortgage loan.

     (d)  The promissory note, the mortgage instrument and each other agreement
          executed by or on behalf of the related borrower in connection with
          the mortgage loan is the legal, valid and binding obligation of the
          related borrower, subject to any non-recourse provisions contained in
          any of the foregoing agreements and any applicable state
          anti-deficiency or market value limit deficiency legislation. In
          addition, each of the foregoing documents is enforceable against the
          related borrower in accordance with its terms, except as enforcement
          may be limited by (1) bankruptcy, insolvency, reorganization,
          receivership, fraudulent transfer and conveyance or other similar laws
          affecting the enforcement of creditors' rights generally, (2) general
          principles of equity, regardless of whether such enforcement is
          considered in a proceeding in equity or at law, and (3) public policy
          considerations regarding provisions purporting to provide
          indemnification for securities law violations, except that certain
          provisions in those documents may be further limited or rendered
          unenforceable by applicable law, but, subject to the limitations set
          forth in the foregoing clauses (1), (2) and (3), such limitations or
          unenforceability will not render those loan documents invalid as a
          whole or substantially interfere with the lender's realization of the
          principal benefits and/or security provided thereby.

     (e)  It has not received notice and has no actual knowledge, of any
          proceeding pending for the condemnation of all or any material portion
          of the mortgaged real property for the mortgage loan.

     (f)  There exists an American Land Title Association or equivalent form of
          the lender's title insurance policy (or, if the title policy has yet
          to be issued, a pro forma policy or a marked up title insurance
          commitment binding on the title insurer or escrow instructions binding
          on the title insurer and irrevocably obligating the title insurer to
          issue such title insurance policy) on which the required premium has
          been paid, insuring the first priority lien of the related mortgage
          instrument or, if more than one, mortgage instruments, in the original
          principal amount of the mortgage loan after all advances of principal,
          subject only to Permitted Encumbrances, which Permitted Encumbrances
          do not, individually or in the aggregate, materially interfere with
          the security intended to be provided by the related mortgage, the
          current principal use of the related


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          mortgaged real property, the value of the mortgaged real property or
          the current ability of the related mortgaged real property to generate
          income sufficient to service the mortgage loan.

     (g)  The proceeds of the mortgage loan have been fully disbursed, except in
          those cases where the full amount of the mortgage loan has been
          disbursed, but a portion of the proceeds is being held in escrow or
          reserve accounts pending satisfaction of specific leasing criteria,
          repairs or other matters with respect to the related mortgaged real
          property, and there is no requirement for future advances under the
          mortgage loan.

     (h)  If the related mortgage instrument is a deed of trust, a trustee, duly
          qualified under applicable law, has either been properly designated
          and currently so serves or may be substituted in accordance with the
          deed of trust and applicable law.

     (i)  Except as identified in the engineering report prepared by an
          independent engineering consultant obtained in connection with the
          origination of the mortgage loan (if such a report was prepared), to
          its knowledge, the related mortgaged real property is in good repair
          and free and clear of any damage that would materially and adversely
          affect its value as security for the mortgage loan, except in any such
          case where an escrow of funds, letter of credit or insurance coverage
          exists sufficient to effect the necessary repairs and maintenance.

     In addition to the above-described representations and warranties, each
mortgage loan seller will also make other representations and warranties
regarding the mortgage loans being sold by it to us, any of which
representations and warranties may be made to such mortgage loan seller's
knowledge, be made as of a date prior to the date of initial issuance of the
offered certificates (such as the date of origination of the subject mortgage
loan) and/or be subject to certain exceptions specified in the respective
mortgage loan purchase agreement. Those other representations and warranties
will cover, among other things, whether:

     o    the related borrower is obligated to be in material compliance with
          environmental laws and regulations;

     o    the subject mortgage loan is eligible to be included in a REMIC;

     o    there are any liens for delinquent real property taxes on the related
          mortgaged real property;

     o    the related borrower is the subject of bankruptcy proceedings;

     o    in the case of a leasehold mortgage loan, the related ground lease
          contains certain provisions for the benefit of the lender; and

     o    the related borrower is obligated to provide financial information
          regarding the related mortgaged real property on at least an annual
          basis.

REPURCHASES AND SUBSTITUTIONS

     In the case of (i) a breach of any of the loan-specific representations and
warranties in any mortgage loan purchase agreement that materially and adversely
affects the value of a mortgage loan or the interests of the certificateholders
in that mortgage loan or (ii) a material document defect as described above
under "--Assignment of the Mortgage Loans" above, the applicable mortgage loan
seller, if it does not cure such breach or defect in all material respects
within a period of 90 days following its receipt of notice thereof, is obligated
pursuant to the applicable mortgage loan purchase agreement (the relevant rights
under which have been assigned by us to the trustee) to either substitute a
qualified substitute mortgage loan (so long as that substitution is effected
prior to the second anniversary of the Closing Date) and pay any substitution
shortfall amount or to repurchase the affected mortgage loan within such 90-day
period at the purchase price described below; provided that, unless the


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breach or defect would cause the mortgage loan not to be a qualified mortgage
within the meaning of section 860G(a)(3) of the Code, the applicable mortgage
loan seller generally has an additional 90-day period to cure such breach or
defect if it is diligently proceeding with such cure. Each mortgage loan seller
is solely responsible for its repurchase or substitution obligation, and such
obligations will not be our responsibility. The purchase price at which a
mortgage loan seller will be required to repurchase a mortgage loan as to which
there remains an uncured material breach or material document defect, as
described above, will be generally equal to the sum (without duplication) of--

     o    the unpaid principal balance of that mortgage loan at the time of
          purchase, plus

     o    all unpaid interest due and accrued with respect to that mortgage loan
          at its mortgage interest rate to, but not including, the due date in
          the collection period of purchase (exclusive of any portion of that
          interest that constitutes Default Interest), plus

     o    all unpaid interest accrued on Advances made under the pooling and
          servicing agreement with respect to that mortgage loan, plus

     o    all unreimbursed servicing advances made under the pooling and
          servicing agreement (or, in the case of the Park La Brea Apartments
          Trust Mortgage Loan, all unreimbursed servicing advances allocable to
          the trust pursuant to the Series 2006-LDP8 Pooling and Servicing
          Agreement) with respect to that mortgage loan, plus

     o    any reasonable costs and expenses, including, but not limited to, the
          cost of any enforcement action, incurred by the applicable master
          servicer, the special servicer, the trustee or the issuing entity in
          connection with any such purchase by a mortgage loan seller (to the
          extent not included in the preceding bullet), plus

     o    other Additional Trust Fund Expenses related to that mortgage loan,
          including special servicing fees, plus

     o    if the circumstances (which are discussed under "Servicing of the
          Mortgage Loans--Servicing and Other Compensation and Payment of
          Expenses--The Principal Recovery Fee") under which a principal
          recovery fee would be payable to the special servicer are present, a
          principal recovery fee.

     If (i) any mortgage loan is required to be repurchased or substituted for
in the manner described above, (ii) such mortgage loan is then a Crossed Loan,
and (iii) the applicable document defect (including any omission) or breach of a
representation and warranty does not constitute a defect or breach, as the case
may be, as to any other Crossed Loan in such Crossed Group (without regard to
this paragraph), then the applicable defect or breach, as the case may be, will
be deemed to constitute a defect or breach, as the case may be, as to each other
Crossed Loan in the Crossed Group for purposes of this paragraph, and the
related mortgage loan seller will be required to repurchase or substitute for
such other Crossed Loan(s) in the related Crossed Group unless (A) the weighted
average debt service coverage ratio for all the remaining related Crossed Loans
for the four calendar quarters immediately preceding the repurchase or
substitution is not less than the weighted average debt service coverage ratio
for all such related Crossed Loans, including the affected Crossed Loan, for the
four calendar quarters immediately preceding the repurchase or substitution; and
(B) the weighted average loan-to-value ratio of the remaining related Crossed
Loans determined at the time of repurchase or substitution, based upon an
appraisal obtained by the special servicer, is not greater than the weighted
average loan-to-value ratio for all such Crossed Loans, including the affected
Crossed Loan, at the time of repurchase or substitution. In the event that the
remaining related Crossed Loans satisfy the aforementioned criteria, the
mortgage loan seller may elect either to repurchase or substitute for only the
affected Crossed Loan as to which the related breach or defect exists or to
repurchase or substitute for all of the Crossed Loans in the related Crossed
Group.


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     To the extent that the related mortgage loan seller repurchases or
substitutes only for an affected Crossed Loan as described in the immediately
preceding paragraph while the trustee continues to hold any related Crossed
Loans, the special servicer, on behalf of the issuing entity, and the related
mortgage loan seller must forbear from enforcing any remedies against the
other's Primary Collateral, but each is permitted to exercise remedies against
the Primary Collateral securing its respective affected Crossed Loans, so long
as such exercise does not materially impair the ability of the other party to
exercise its remedies against its Primary Collateral. If the exercise of
remedies by one party would materially impair the ability of the other party to
exercise its remedies with respect to the Primary Collateral securing the
Crossed Loans held by such party, then both parties have agreed in the related
mortgage loan purchase agreement to forbear from exercising such remedies until
the loan documents evidencing and securing the relevant mortgage loans can be
modified to remove the threat of material impairment as a result of the exercise
of remedies.

     Notwithstanding the foregoing discussion, if any mortgage loan is otherwise
required to be repurchased or substituted for in the manner described above, as
a result of a document defect or breach with respect to one or more mortgaged
real properties that secure a mortgage loan that is secured by multiple
properties, the related mortgage loan seller will not be required to effect a
repurchase or substitution of the subject mortgage loan if--

     o    the affected mortgaged real property(ies) may be released or
          substituted pursuant to the terms of any partial release provisions in
          the related loan documents and such mortgaged real property(ies) are,
          in fact, released,

     o    the remaining mortgaged real property(ies) satisfy the requirements,
          if any, set forth in the loan documents and the applicable mortgage
          loan seller provides an opinion of counsel to the effect that such
          release or substitution 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 of either REMIC I or REMIC II under the Code,
          and

     o    the related mortgage loan seller obtains written confirmation from
          each applicable rating agency that the release or substitution will
          not result in a qualification, downgrade or withdrawal of any of the
          then-current ratings of the offered certificates.

     Except with respect to breaches of certain representations regarding the
borrower's obligation to pay certain costs (in respect of which the remedy is
the payment of costs), the foregoing substitution or repurchase obligation
constitutes the sole remedy available to the certificateholders and the trustee
for any uncured material breach of any mortgage loan seller's representations
and warranties or material document defects regarding its mortgage loans. There
can be no assurance that the applicable mortgage loan seller will have the
financial resources to repurchase any mortgage loan at any particular time or to
fulfill any other obligations on its part that may arise. Each mortgage loan
seller is the sole warranting party in respect of the mortgage loans sold to us
by such mortgage loan seller, and neither we nor any of our affiliates will be
obligated to substitute or repurchase any such affected mortgage loan in
connection with a material breach of a mortgage loan seller's representations
and warranties or material document defects if such mortgage loan seller
defaults on its obligation to do so.

CHANGES IN MORTGAGE POOL CHARACTERISTICS

     The description in this offering prospectus of the mortgage pool is based
upon the mortgage pool as it is expected to be constituted at the time the
offered certificates are issued, with adjustments for the monthly debt service
payments due on the mortgage loans on or before the cut-off date. Prior to the
issuance of the offered certificates, one or more mortgage loans may be removed
from the mortgage pool if we consider the removal necessary or appropriate. A
limited number of other mortgage loans may be included in the mortgage pool
prior to the issuance of the offered certificates, unless including those
mortgage loans would materially alter the characteristics of the mortgage pool
as described in this offering prospectus. We believe that the information in
this offering prospectus will be generally representative of the characteristics
of the mortgage pool as it will be constituted at the time the offered
certificates are issued; however, the range of mortgage interest rates and


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maturities, as well as the other characteristics of the mortgage loans described
in this offering prospectus, may vary, and the actual initial mortgage pool
balance may be as much as 5% larger or smaller than the initial mortgage pool
balance specified in this offering prospectus.

     A current report on Form 8-K, together with the pooling and servicing
agreement, will be filed with the Securities and Exchange Commission and be
available to purchasers of the offered certificates on or shortly after the date
of initial issuance of the offered certificates. If mortgage loans are removed
from or added to the mortgage pool, that removal or addition will be noted in
that current report on Form 8-K.

                            TRANSACTION PARTICIPANTS

THE ISSUING ENTITY

     In connection with the issuance of the certificates, the issuing entity
will be ML-CFC Commercial Mortgage Trust 2006-4, a common law trust created
under the laws of the State of New York pursuant to the pooling and servicing
agreement. ML-CFC Commercial Mortgage Trust 2006-4 is sometimes referred to in
this offering prospectus and the accompanying base prospectus as the "issuing
entity," the "trust" or the "trust fund." We will transfer the mortgage loans to
the trust in exchange for the issuance of the certificates to us or at our
direction. The trust assets will initially consist of the mortgage loans, any
collections of interest or principal thereon that are allocable to the period
after the cut-off date but were received on or prior to the date of initial
issuance of the certificates, any related reserve or escrow funds being held
pending application as of the date of initial issuance of the certificates.

     The trust's activities will be limited to the transactions and activities
entered into in connection with the securitization described in this offering
prospectus and, except for those activities, the trust will not be authorized
and will have no power to borrow money or issue debt, merge with another entity,
reorganize, liquidate or sell assets or engage in any business or activities.
Consequently, the trust will not be permitted to hold any assets, or incur any
liabilities, other than those described in this offering prospectus. Because the
trust will be created pursuant to the pooling and servicing agreement, the trust
and its permissible activities can only be amended or modified by amending the
pooling and servicing agreement. See "Description of the Governing
Documents--Amendment" in the accompanying base prospectus. The fiscal year end
of the trust will be December 31.

     The trust will not have any directors, officers or employees. The trustee,
the master servicers and the special servicer will be responsible for
administration of the trust assets, in each case to the extent of its duties
expressly set forth in the pooling and servicing agreement. Those parties may
perform their respective duties directly or through sub-servicers and/or agents.

     Because the trust fund will be a common law trust, it may not be eligible
for relief under the federal bankruptcy laws, unless it can be characterized as
a "business trust" for purposes of the federal bankruptcy laws. Bankruptcy
courts look at various considerations in making this determination, so it is not
possible to predict with any certainty whether or not the trust would be
characterized as a "business trust."

THE DEPOSITOR

     We are Merrill Lynch Mortgage Investors, Inc., the depositor for the series
2006-4 securitization transaction. We will acquire the mortgage loans from the
sponsors and the other mortgage loan seller and will transfer the mortgage loans
to the trust. At this time, we are only engaged in the securitization of
mortgage loans of the type described in the accompanying base prospectus. The
accompanying base prospectus contains a more detailed description of us under
the heading "The Depositor".


                                      121



THE SPONSORS

     General. Merrill Lynch Mortgage Lending, Inc. ("MLML"), Countrywide
Commercial Real Estate Finance, Inc. ("CRF"), IXIS Real Estate Capital Inc.
("IXIS") and PNC Bank, National Association ("PNC Bank") will act as co sponsors
with respect to the series 2006 4 securitization transaction.

     We will acquire the mortgage loans that we intend to include in the trust
fund directly from the sponsors. Set forth below is information regarding the
total number and cut off date principal balance of the mortgage loans that we
will acquire from each sponsor:



                                                                                      % OF      % OF
                                                      AGGREGATE CUT-   % OF INITIAL   INITIAL   INITIAL
                                          NUMBER OF      OFF DATE        MORTGAGE       LOAN      LOAN
                                           MORTGAGE      PRINCIPAL         POOL       GROUP 1   GROUP 2
                SPONSORS                    LOANS         BALANCE         BALANCE     BALANCE   BALANCE
---------------------------------------   ---------   --------------   ------------   -------   -------

1. Merrill Lynch Mortgage Lending, Inc.      104      $2,393,751,335       52.9%        61.8%     11.1%
2. Countrywide Commercial Real Estate
      Finance, Inc.                          151       1,394,353,351       30.8%        32.3%     23.7%
3. IXIS Real Estate Capital Inc.               2         512,500,000       11.3%         3.3%     49.1%
4. PNC Bank, National Association             22         222,104,469        4.9%         2.5%     16.2%
                                             279      $4,522,709,155      100.0%       100.0%    100.0%
                                             ===      ==============      =====        =====     =====


     Except as described below, each mortgage loan that we intend to include in
the trust fund was originated by one of the following parties: (a) the sponsor
that is selling that mortgage loan to us; (b) an affiliate of that sponsor; or
(c) a correspondent in that sponsor's conduit lending program that originated
the subject mortgage loan under the supervision of, and specifically for sale
to, that sponsor.

     Merrill Lynch Mortgage Lending, Inc. MLML is our affiliate and an affiliate
of Merrill Lynch, Pierce, Fenner & Smith Incorporated, one of the underwriters.
MLML has been originating and/or acquiring multifamily and commercial mortgage
loans for securitization since 1994. MLML securitized, in registered public
offerings, approximately: (a) $1.45 billion of multifamily and commercial
mortgage loans during 2005; (b) $1.97 billion of multifamily and commercial
mortgage loans during 2004; and (c) $4.83 billion of multifamily and commercial
mortgage loans during 2003. For additional information regarding MLML, see "The
Sponsor" in the accompanying base prospectus.

     Countrywide Commercial Real Estate Finance, Inc. CRF is a California
corporation with its principal offices located in Calabasas, California. CRF is
a wholly-owned direct subsidiary of Countrywide Capital Markets, Inc., which is
a wholly-owned direct subsidiary of Countrywide Financial Corporation.
Countrywide Financial Corporation, through its subsidiaries, provides mortgage
banking and diversified financial services in domestic and international
markets. Founded in 1969, Countrywide Financial Corporation is headquartered in
Calabasas, California. CRF is an affiliate of Countrywide Securities
Corporation, one of the underwriters and a registered broker-dealer specializing
in underwriting, buying, and selling mortgage-backed debt securities. CRF is
also an affiliate of Countrywide Home Loans, Inc. ("CHL"), a New York
corporation headquartered in Calabasas, CA. CHL is engaged primarily in the
mortgage banking business, and as part of that business, originates, purchases,
sells and services mortgage loans. CHL originates mortgage loans through a
retail branch system and through mortgage loan brokers and correspondents
nationwide. Mortgage loans originated or serviced by CHL are principally
first-lien, fixed or adjustable rate mortgage loans secured by single-family
residences. CHL and its consolidated subsidiaries, including Countrywide
Servicing, service substantially all of the mortgage loans CHL originates or
acquires. In addition, Countrywide Servicing has purchased in bulk the rights to
service mortgage loans originated by other lenders.

     CRF was founded in 2004 and originates, and purchases from other lenders,
commercial and multifamily mortgage loans for the purpose of securitizing them
in commercial mortgage-backed securitization ("CMBS")


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transactions. CRF also engages in the origination, and/or buying and selling, of
mortgages and other interests related to commercial real estate for investment
and other purposes.

     Neither CRF, CHL, Countrywide Servicing nor any of their affiliates
services the commercial and multifamily loans that CRF originates or acquires
for securitization in CMBS transactions.

     The table below indicates the size and growth of CRF's commercial mortgage
loan origination program:

        COUNTRYWIDE COMMERCIAL REAL ESTATE LOAN ORIGINATION (IN MILLIONS)

                       2004      2005     THROUGH 6/7/2006     TOTAL
                      ------   --------   ----------------   --------
Fixed Rate Loans      $355.3   $3,552.5        $752.4        $4,660.2
Floating Rate Loans   $   --   $  395.2        $140.2        $  535.4
                      ------   --------        ------        --------
TOTAL                 $355.3   $3,947.7        $892.6        $5,195.6

     CRF's Securitization Program. CRF originates multifamily and commercial
mortgage loans throughout the United States since 2004 and may potentially
originate abroad. CRF originates both fixed and floating rate multifamily and
commercial mortgage loans. To date, substantially all of the multifamily and
commercial mortgage loans contributed to commercial mortgage securitizations by
CRF have been originated, directly or through correspondents, by CRF.

     In the normal course of its securitization program, CRF, may also acquire
multifamily and commercial mortgage loans from various third party originators.
These mortgage loans may have been originated using underwriting guidelines not
established by CRF. The trust fund relating to a series of offered certificates
may include mortgage loans originated by one or more of these third parties.

     CRF may also originate multifamily and commercial mortgage loans in
conjunction with third-party correspondents and, in those cases, the third-party
correspondents may perform the underwriting based on various criteria
established or reviewed by CRF, and CRF would originate the subject mortgage
loan on a specified closing date prior to inclusion in the subject
securitization.

     In connection with its commercial mortgage securitization transactions, CRF
generally transfers the subject mortgage assets to a depositor, who then
transfers those mortgage assets to the issuing entity for the related
securitization. The issuing entity issues commercial mortgage pass-through
certificates backed by, and supported by the cash flows generated by, those
mortgage assets.

     CRF and its affiliates also work with rating agencies, unaffiliated
mortgage loan sellers and servicers in structuring the securitization
transaction. Neither CRF nor any of its affiliates acts as servicer of any
multifamily or commercial mortgage loan in the commercial mortgage
securitizations for which it contributes these loans. Instead, CRF and/or the
applicable depositor contract with other entities to service the multifamily and
commercial mortgage loans following their transfer into a trust fund established
with respect to a series of offered certificates.

     In connection with CRF contributing mortgage loans to a commercial mortgage
securitization transaction, CRF may be obligated, specifically with respect to
the mortgage loans that it is contributing, generally pursuant to a mortgage
loan purchase agreement or other comparable agreement, to:

     o    deliver various specified loan documents;

     o    file and/or record or cause a third party to file and/or record on its
          behalf various specified loan documents and assignments of those
          documents; and

     o    make various loan-specific representations and warranties.


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     If it is later determined that any mortgage asset contributed by CRF fails
to conform to the specified representations and warranties or there is a defect
in or an omission with respect to certain specified mortgage loan documents
related to that mortgage asset, which breach, defect or omission, as the case
may be, is determined to have a material adverse effect on the value of the
subject mortgage asset or such other standard as is described in the related
prospectus supplement, then after being notified, CRF will generally have an
obligation to cure the subject defect, omission or breach or to repurchase or,
under certain circumstances, substitute for the subject mortgage asset.

     The table below indicates the size and growth of CRF's commercial mortgage
loan securitization program:

    COUNTRYWIDE COMMERCIAL REAL ESTATE LOAN SECURITIZATION/SALE (IN MILLIONS)

                       2004     2005     THROUGH 6/7/2006     TOTAL
                      -----   --------   ----------------   --------
Fixed Rate Loans      $58.0   $3,088.0       $1,022.4       $4,168.4
Floating Rate Loans      --      436.6           82.0          518.6
                      -----   --------       --------       --------
TOTAL                 $58.0   $3,524.7       $1,104.4       $4,687.1

     CRF's Underwriting Standards. Set forth below is a discussion of certain
general underwriting guidelines of CRF with respect to multifamily and
commercial mortgage loans originated by CRF. The underwriting guidelines
described below may not apply to multifamily and commercial mortgage loans
acquired by CRF from third party originators.

     Notwithstanding the discussion below, given the unique nature of
income-producing real properties, the underwriting and origination procedures
and the credit analysis with respect to any particular multifamily or commercial
mortgage loan may differ significantly from one asset to another, and will be
driven by circumstances particular to that property, including, among others,
its type, current use, physical quality, size, environmental condition,
location, market conditions, capital reserve requirements and additional
collateral, tenants and leases, borrower identity, borrower sponsorship and/or
performance history. Consequently, there can be no assurance that the
underwriting of any particular multifamily or commercial mortgage loan will
conform to the general guidelines described in this "--CRF's Underwriting
Standards" section.

     1. LOAN ANALYSIS. CRF performs both a credit analysis and a collateral
analysis with respect to each multifamily and commercial mortgage loan it
originates. The credit analysis of the borrower may include a review of
third-party credit reports, reports resulting from judgment, lien, bankruptcy
and pending litigation searches and, if applicable, the loan payment history of
the borrower and its principals. Generally, borrowers are required to be
single-purpose entities, although exceptions may be made from time to time on a
case-by-case basis. The collateral analysis includes an analysis, in each case
to the extent available, of historical property operating statements, a current
rent roll, a budget and a projection of future performance and a review of
tenant leases. Depending on the type of real property collateral involved and
other relevant circumstances, CRF's underwriting staff and/or legal counsel will
review leases of significant tenants. CRF may also perform a limited qualitative
review with respect to certain tenants located at the real property collateral,
particularly significant tenants, credit tenants and sole tenants. CRF generally
requires third-party appraisals, as well as environmental reports, building
condition reports and, if applicable, seismic reports. Each report is reviewed
for acceptability by a CRF staff member or a third-party reviewer. The results
of these reviews are incorporated into the underwriting report.

     2. LOAN APPROVAL. Prior to commitment, all multifamily and commercial
mortgage loans to be originated by CRF must be approved by the CRF credit
committee, which is comprised of representatives of CRF and its affiliates. The
requirements of the committee vary by loan size. The committee may approve a
mortgage loan as presented, request additional due diligence, modify the loan
terms or decline a loan transaction.

     3. DEBT SERVICE COVERAGE RATIO. The repayment of a multifamily or
commercial mortgage loan is typically dependent upon the successful operation of
the related real property collateral and the ability of that property to
generate income sufficient to make debt service payments on the loan.
Accordingly, in connection


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with the origination of any multifamily or commercial mortgage loan, CRF will
analyze whether cash flow expected to be derived from the subject real property
collateral will be sufficient to make the required payments under that mortgage
loan, taking into account, among other things, revenues and expenses for, and
other debt currently secured by, or that in the future may be secured by, the
subject real property collateral as well as debt secured by pledges of the
ownership interests in the related borrower.

     The debt service coverage ratio of a multifamily or commercial mortgage
loan is an important measure of the likelihood of default on the loan. In
general, the debt service coverage ratio of a multifamily or commercial mortgage
loan at any given time is the ratio of--

     o    the amount of income, net of operating expenses and capital
          expenditures, derived or expected to be derived from the related real
          property collateral for a given period that is available to pay debt
          service on the subject mortgage loan, to

     o    the sum of the scheduled payments of principal and/or interest during
          that given period required to be paid (i) on the subject mortgage loan
          under the related loan documents and (ii) on any other loan that is
          secured by a lien of senior or equal priority on the related real
          property collateral.

     However, the amount described in the first bullet of the preceding sentence
is often a highly subjective number based on variety of assumptions regarding,
and adjustments to, revenues and expenses with respect to the related real
property collateral.

     For example, when calculating the debt service coverage ratio for a
multifamily or commercial mortgage loan, CRF may utilize annual net cash flow
that was calculated based on assumptions regarding projected rental income,
expenses and/or occupancy, including, without limitation, one or more of the
following:

     o    the assumption that a particular tenant at the subject real property
          collateral that has executed a lease, but has not yet taken occupancy
          and/or has not yet commenced paying rent, will take occupancy and
          commence paying rent on a future date;

     o    the assumption that an unexecuted lease that is currently being
          negotiated with respect to a particular tenant at the subject real
          property collateral or is out for signature will be executed and in
          place on a future date;

     o    the assumption that a portion of currently vacant and unleased space
          at the subject real property collateral will be leased at current
          market rates and consistent with occupancy rates of comparable
          properties in the subject market;

     o    the assumption that certain rental income that is to be payable
          commencing on a future date under a signed lease, but where the
          subject tenant is in an initial rent abatement or free rent period or
          has not yet taken occupancy, will be paid commencing on such future
          date;

     o    assumptions regarding the probability of renewal of particular leases
          and/or the re-leasing of certain space at the subject real property
          collateral and the anticipated effect on capital and re-leasing
          expenditures; and

     o    various additional lease-up assumptions and other assumptions
          regarding the payment of rent not currently being paid.

     There is no assurance that the foregoing assumptions made with respect to
any prospective multifamily or commercial mortgage loan will, in fact, be
consistent with actual property performance.


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     Generally, the debt service coverage ratio for multifamily and commercial
mortgage loans originated by CRF, calculated as described above, will be equal
to or greater than 1.20:1 (subject to the discussion under "--Additional Debt"
below); however, exceptions may be made when consideration is given to
circumstances particular to the mortgage loan or related real property
collateral. For example, CRF may originate a multifamily or commercial mortgage
loan with a debt service coverage ratio below 1.20:1 based on, among other
things, the amortization features of the mortgage loan (for example, if the
mortgage loan provides for relatively rapid amortization) the type of tenants
and leases at the subject real property collateral, the taking of additional
collateral such as reserves, letters of credit and/or guarantees, CRF's judgment
of improved property performance in the future and/or other relevant factors. In
addition, CRF may originate a multifamily loan on a property in what is
considered by CRF to be a strong market at a debt service coverage ratio that is
lower than 1.20:1.

     4. LOAN-TO-VALUE RATIO. CRF also looks at the loan-to-value ratio of a
prospective multifamily or commercial mortgage loan as one of the factors it
takes into consideration in evaluating the likelihood of recovery if a property
is liquidated following a default. In general, the loan-to-value ratio of a
multifamily or commercial mortgage loan at any given time is the ratio,
expressed as a percentage, of--

     o    the sum of the then outstanding principal balance of the subject
          mortgage loan and any other loans that are secured by liens of senior
          or equal priority on the related real property collateral, to

     o    the estimated as-is or as-stabilized value of the related real
          property collateral based on an appraisal, a cash flow analysis, a
          recent sales price or another method or benchmark of valuation.

     Generally, the loan-to-value ratio for multifamily and commercial mortgage
loans originated by CRF, calculated as described above, will be equal to or less
than 81% (subject to the discussion under "--Additional Debt" below); however,
exceptions may be made when consideration is given to circumstances particular
to the mortgage loan or related real property collateral. For example, CRF may
originate a multifamily or commercial mortgage loan with a loan-to-value ratio
above 81% based on, among other things, the amortization features of the
mortgage loan (for example, if the mortgage loan provides for relatively rapid
amortization), the type of tenants and leases at the subject real property
collateral, the taking of additional collateral such as reserves, letters of
credit and/or guarantees, CRF or the appraiser's judgment of improved property
performance in the future and/or other relevant factors.

     5. ADDITIONAL DEBT. When underwriting a multifamily or commercial mortgage
loan, CRF will take into account whether the subject real property collateral
and/or direct or indirect interest in a related borrower are encumbered by
additional debt and will analyze the likely effect of that additional debt on
repayment of the subject mortgage loan. It is possible that CRF or an affiliate
will be the lender on that additional debt.

     The debt service coverage ratio described above under "--Debt Service
Coverage Ratio" and the loan-to-value ratio described above under
"--Loan-to-Value Ratio" may be below 1.20:1 and above 81%, respectively, based
on the existence of additional debt secured by the related real property
collateral or directly or indirectly by equity interests in the related
borrower.

     6. ASSESSMENTS OF PROPERTY CONDITION. As part of the underwriting process,
CRF will analyze the condition of the real property collateral for a prospective
multifamily or commercial mortgage loan. To aid in that analysis, CRF may,
subject to certain exceptions, inspect or retain a third party to inspect the
property and will obtain the property assessments and reports described below.

     (a) Appraisals. CRF will, in most cases, require that the real property
collateral for a prospective multifamily or commercial mortgage loan be
appraised by a state certified appraiser or an appraiser belonging to the
Appraisal Institute, a membership association of professional real estate
appraisers. In addition, CRF will generally require that those appraisals be
conducted in accordance with the Uniform Standards of Professional Appraisal
Practices developed by The Appraisal Foundation, a not-for-profit organization
established by the appraisal profession. Furthermore, the appraisal report will
usually include or be accompanied by a separate letter


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that includes a statement by the appraiser that the guidelines in Title XI of
the Financial Institutions Reform, Recovery and Enforcement Act of 1989 were
followed in preparing the appraisal. In some cases, however, CRF may establish
the value of the subject real property collateral based on a cash flow analysis,
a recent sales price or another method or benchmark of valuation.

     (b) Environmental Assessment. CRF may require a Phase I environmental
assessment with respect to the real property collateral for a prospective
multifamily or commercial mortgage loan. However, when circumstances warrant,
CRF may utilize an update of a prior environmental assessment or a desktop
review. Alternatively, CRF might forego an environmental assessment in limited
circumstances, such as when it requires the borrowers or its principal to obtain
an environmental insurance policy or an environmental guarantee. Furthermore, an
environmental assessment conducted at any particular real property collateral
will not necessarily cover all potential environmental issues. For example, an
analysis for radon, lead-based paint and lead in drinking water will usually be
conducted only at multifamily rental properties and only when CRF or the
environmental consultant believes that such an analysis is warranted under the
circumstances.

     Depending on the findings of the initial environmental assessment, CRF may
require additional record searches or environmental testing, such as a Phase II
environmental assessment with respect to the subject real property collateral.

     (c) Engineering Assessment. In connection with the origination process, CRF
may require that an engineering firm inspect the real property collateral for
any prospective multifamily or commercial mortgage loan to assess the structure,
exterior walls, roofing, interior structure and/or mechanical and electrical
systems. Based on the resulting report, CRF will determine the appropriate
response to any recommended repairs, corrections or replacements and any
identified deferred maintenance.

     (d) Seismic Report. If the subject real property collateral includes any
material improvements and is located in California or in seismic zones 3 or 4,
CRF may require a report to establish the probable maximum or bounded loss for
the improvements at the property as a result of an earthquake. If that loss is
equal to or greater than 20% of the estimated replacement cost for the
improvements at the property, CRF may require retrofitting of the improvements
or that the borrower obtain earthquake insurance if available at a commercially
reasonable price. It should be noted, however, that in assessing probable
maximum loss different assumptions may be used with respect to each seismic
assessment, it is possible that some of the real properties that were considered
unlikely to experience a probable maximum loss in excess of 20% of estimated
replacement cost might have been the subject of a higher estimate had different
assumptions been used.

     7. ZONING AND BUILDING CODE COMPLIANCE. In connection with the origination
of a multifamily or commercial mortgage loan, CRF will generally examine whether
the use and occupancy of the related real property collateral is in material
compliance with zoning, land-use, building rules, regulations and orders then
applicable to that property. Evidence of this compliance may be in the form of
one or more of the following: legal opinions; surveys; recorded documents;
temporary or permanent certificates of occupancy; letters from government
officials or agencies; title insurance endorsements; engineering or consulting
reports; zoning reports; and/or representations by the related borrower.

     Where a property as currently operated is a permitted non-conforming use
and/or structure and the improvements may not be rebuilt to the same dimensions
or used in the same manner in the event of a major casualty, CRF will analyze
whether--

     o    any major casualty that would prevent rebuilding has a sufficiently
          remote likelihood of occurring;

     o    casualty insurance proceeds together with the value of any additional
          collateral would be available in an amount estimated by CRF to be
          sufficient to pay off the related mortgage loan in full;


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     o    the real property collateral, if permitted to be repaired or restored
          in conformity with current law, would in CRF's judgment constitute
          adequate security for the related mortgage loan; and/or

     o    to require the related borrower to obtain law and ordinance insurance
          (which may or may not be adequate to cover any potential related
          loss).

     8. ESCROW REQUIREMENTS. Based on its analysis of the real property
collateral, the borrower and the principals of the borrower, CRF may require a
borrower under a multifamily or commercial mortgage loan to fund various escrows
for taxes and/or insurance, capital expenses, replacement reserves and/or
environmental remediation. CRF conducts a case-by-case analysis to determine the
need for a particular escrow or reserve. Consequently, the aforementioned
escrows and reserves are not established for every multifamily and commercial
mortgage loan originated by CRF. Furthermore, CRF may accept an alternative to a
cash escrow or reserve from a borrower, such as a letter of credit or a
guarantee from the borrower or an affiliate of the borrower or periodic evidence
that the items for which the escrow or reserve would have been established are
being paid or addressed. In certain situations, CRF may not require any reserves
or escrows.

     Notwithstanding the foregoing discussion under this "--CRF's Underwriting
Standards" section, CRF may sell mortgage loans to the depositor for inclusion
in the trust fund that vary from, or do not comply with, CRF's underwriting
guidelines. In addition, in some cases, CRF's and/or its affiliates may not have
strictly applied these underwriting guidelines as the result of a case-by-case
permitted exception based upon other compensating factors.

     IXIS Real Estate Capital Inc.

     IXIS Real Estate Capital Inc. ("IXIS RE"), is a sponsor of this transaction
and one of the mortgage loan sellers. IXIS RE is an affiliate of IXIS Securities
North America Inc., one of the underwriters. IXIS RE originated and underwrote
all of the mortgage loans it is selling to the depositor, which represent 11.3%
of the initial mortgage pool balance.

     IXIS RE, formerly known as CDC Mortgage Capital Inc., is a New York
corporation. IXIS RE is a wholly-owned subsidiary of IXIS Capital Markets North
America Inc., which is more than a 95% owned subsidiary of IXIS North America
Inc., a wholly-owned subsidiary of IXIS Corporate & Investment Bank ("IXIS
CIB"), a fully licensed bank under French law. The executive offices of IXIS RE
are located at 9 West 57th Street, New York, New York 10019, telephone number
(212) 891-6152.

     IXIS RE primarily engages in originating, purchasing and securitizing
commercial and residential mortgage loans. IXIS RE also provides warehouse and
repurchase financing to mortgage lenders and purchases closed, first- and
subordinate-lien residential mortgage loans for securitization or resale, or for
its own investment. IXIS CIB and its affiliates are engaged in a wide range of
banking and investment banking activities in France and internationally.

     IXIS RE's Commercial Real Estate Securitization Program

     IXIS RE's primary business is the underwriting and origination of mortgage
loans secured by commercial or multifamily properties for IXIS RE's
securitization program. Substantially all mortgage loans originated by IXIS RE
are sold to securitizations as to which IXIS RE acts as a mortgage loan seller.
IXIS RE, with its commercial mortgage lending affiliates and predecessors, began
originating commercial mortgage loans for securitization in 1999 and
securitizing commercial mortgage loans in 1998. As of December 31, 2005, the
total amount of commercial mortgage loans originated and securitized by IXIS RE
and its predecessors is in excess of $7 billion. In its fiscal year ended
December 31, 2005, IXIS RE securitized in excess of $2.8 billion of commercial
mortgage loans.


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     IXIS RE's annual commercial mortgage loan originations have grown from
approximately $870 million in 1999 to approximately $3.4 billion in 2005. The
commercial mortgage loans originated by IXIS RE include both fixed- and
floating-rate loans and both smaller "conduit" loans and large loans. IXIS RE
primarily originates loans secured by retail, office, multifamily, hospitality,
industrial and self storage properties, but also originates loans secured by
manufactured housing communities, theaters, land subject to a ground lease and
mixed use properties. IXIS RE originates loans in every state.

     IXIS RE originates or acquires mortgage loans and, together with other
sponsors or mortgage loan sellers, participates in the securitization of those
loans by transferring them to a depositor, which in turn transfers them to the
issuing entity for the securitization. In coordination with its affiliate, IXIS
Capital Markets North America Inc., and with other underwriters, IXIS RE works
with rating agencies, investors, mortgage loan sellers and servicers in
structuring the securitization transaction. IXIS RE currently acts as sponsor
and mortgage loan seller in transactions in which other entities act as
sponsors, mortgage loan sellers and/or depositors. Neither IXIS RE nor any of
its affiliates currently act as servicer of the mortgage loans in its
securitization.

     IXIS RE's Underwriting Standards

     Loan Analysis and Approval. Conduit mortgage loans originated by IXIS RE
will generally be originated in accordance with the underwriting criteria
described below. Each lending situation is unique, however, and the facts and
circumstance surrounding the mortgage loan, such as the quality and location of
the real estate collateral, the sponsorship of the borrower and the tenancy of
the collateral, will impact the extent to which the general guidelines below are
applied to a specific loan. The underwriting criteria are general, and in many
cases exceptions to one or more of these guidelines may be approved.
Accordingly, no representation is made that every mortgage loan will comply in
all respects with the criteria set forth below.

     The IXIS RE credit underwriting team for each mortgage loan is required to
conduct a review of the related mortgaged property, generally including an
analysis of the historical property operating statements, rent rolls, current
and historical real estate taxes, and a review of tenant leases. The credit of
the borrower and certain key principals of the borrower are examined for
financial strength and character prior to approval of the loan. This analysis
generally includes a review of historical financial statements (which are
generally unaudited), historical income tax returns of the borrower and its
principals, third-party credit reports, judgment, lien, bankruptcy and pending
litigation searches. Depending on the type of real property collateral involved
and other relevant circumstances, the credit of key tenants also may be examined
as part of the underwriting process. Generally, a member of the IXIS RE
underwriting team visits the property for a site inspection to ascertain the
overall quality and competitiveness of the property, including its physical
attributes, neighborhood and market, accessibility and visibility and demand
generators. As part of its underwriting procedures, IXIS RE also generally
performs the procedures and obtains the third party reports or other documents
described in this offering prospectus under "Description of the Mortgage
Pool--Additional Loan and Property Information--Zoning and Building Code
Compliance" and "Assessments of Property Condition."

     Prior to commitment, all mortgage loans must be approved by a loan
committee comprised of senior real estate professionals from IXIS RE and its
affiliates. The loan committee may either approve a mortgage loan as
recommended, request additional due diligence, modify the terms, or reject a
mortgage loan.

     Debt Service Coverage Ratio and Loan-to-Value Ratio. IXIS RE's underwriting
standards generally require a minimum debt service coverage ratio of 1.20x and
maximum loan-to-value ratio of 80%. However, these requirements constitute
solely guidelines, and exceptions to these guidelines may be approved based on
the individual characteristics of a mortgage loan. For example, IXIS may
originate a mortgage loan with a lower debt service coverage ratio or higher
loan-to-value ratio based on the types of tenants and leases at the subject real
property, the taking of additional collateral such as reserves, letters of
credit and/or guarantees, IXIS RE's judgment of improved property performance in
the future and/or other relevant factors. In addition, with respect to certain
mortgage loans originated by IXIS there may exist subordinate debt secured by
the related mortgaged property and/or mezzanine debt secured by direct or
indirect ownership interests in the borrower. Such mortgage


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loans may have a lower debt service coverage ratio, and a higher loan-to-value
ratio, if such subordinate or mezzanine debt is taken into account.

     The debt service coverage ratio guidelines set forth above are calculated
based on underwritten net cash flow at origination. Therefore, the debt service
coverage ratio for each mortgage loan as reported in this offering prospectus
and Annex A-1 hereto may differ from the amount calculated at the time of
origination. In addition, IXIS RE's underwriting guidelines generally permit a
maximum amortization period of 30 years. However, certain loans may provide for
interest-only payments prior to maturity, or for an interest-only period during
a portion of the term of the mortgage loan. See "Description of the Mortgage
Pool" in this offering prospectus.

     Escrow Requirements. IXIS RE often requires a borrower to fund various
escrows for taxes and insurance, and may also require reserves for deferred
maintenance, re-tenanting expenses and capital expenses, in some cases only
during periods when certain debt service coverage ratio tests are not satisfied.
In some cases, the borrower is permitted to post a letter of credit or guaranty,
or provide periodic evidence that the items for which the escrow or reserve
would have been established are being paid or addressed, in lieu of funding a
given reserve or escrow. IXIS RE conducts a case-by-case analysis to determine
the need for a particular escrow or reserve. Consequently, the aforementioned
escrows and reserves are not established for every multifamily and commercial
mortgage loan originated by IXIS RE.

     PNC Bank, National Association.

     PNC Bank, National Association, a national banking association ("PNC
Bank"), is a sponsor and one of the mortgage loan sellers. PNC Bank is an
affiliate of Midland Loan Services, Inc., which is one of the master servicers,
and of PNC Capital Markets LLC, one of the underwriters.

     PNC Bank is a wholly owned indirect subsidiary of The PNC Financial
Services Group, Inc., a Pennsylvania corporation ("PNC Financial") and is PNC
Financial's principal bank subsidiary. As of December 31, 2005, PNC Bank,
National Association had total consolidated assets representing 89.9% of PNC
Financial's consolidated assets. PNC Bank's business is subject to examination
and regulation by United States federal banking authorities. Its primary federal
bank regulatory authority is the Office of the Comptroller of the Currency. PNC
Financial and its subsidiaries offer a wide range of commercial banking, retail
banking and trust and asset management services to its customers. The principal
office of PNC Bank is located in Pittsburgh, Pennsylvania.

     PNC Bank originates and purchases commercial and multifamily mortgage loans
for securitization or resale. PNC Bank originated all of the mortgage loans it
is selling to the Depositor.

     PNC Bank's Commercial Real Estate Securitization Program.

     PNC Bank and a predecessor entity have been active as participants in the
securitization of commercial mortgage loans since 1996. In April 1998, PNC Bank
formed Midland Loan Services, Inc., which acquired the businesses and operations
of Midland Loan Services, L.P. ("Midland LP"). The acquisition of Midland LP led
to the combination of the separate origination and securitization operations of
PNC Bank and Midland LP. The predecessor Midland LP operation began originating
mortgage loans for securitization in 1994 and participated in its first
securitization in 1995, while the predecessor PNC Bank operation began
originating mortgage loans for securitization in 1996 and participated in its
first securitization in 1996.

     PNC Bank originates or acquires mortgage loans and, together with other
sponsors or loan sellers, participates in the securitization of those loans by
transferring them to a depositor, which in turn transfers them to the issuing
entity for the securitization. In coordination with its affiliate, PNC Capital
Markets LLC, and with other underwriters, PNC Bank works with rating agencies,
investors, loan sellers and servicers in structuring the securitization
transaction. In a typical securitization that includes PNC Bank loans, its
affiliate Midland Loan Services, Inc. generally is the primary servicer of the
PNC Bank loans and in addition, Midland Loan Services,


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Inc. is often appointed master servicer and/or the special servicer of a portion
or all of the pooled loans. PNC Bank currently acts as sponsor and mortgage loan
seller in transactions in which other entities act as sponsors, loan sellers
and/or depositors. Prior to April 2001, PNC Bank was a mortgage loan seller in
multiple-seller transactions in which entities affiliated with PNC Bank acted as
the depositors.

     As of September 30, 2006, the total amount of commercial and multifamily
mortgage loans originated by PNC Bank for securitization since the acquisition
of the Midland LP securitization program in April 1998 was approximately $11.8
billion (all amounts set forth in this paragraph are aggregate original
principal balances), of which PNC Bank included approximately $11.6 billion in
approximately 40 securitizations as to which PNC Bank acted as sponsor or loan
seller, and approximately $1.4 billion of such loans were included in
securitizations in which Merrill Lynch Mortgage Investors, Inc. acted as the
depositor. In its fiscal year ended December 31, 2005, PNC Bank originated over
$3.1 billion in commercial and multifamily mortgage loans for securitization, of
which approximately $3.0 billion was included in securitizations in which
unaffiliated entities acted as depositors. By comparison, in fiscal year 1999,
the year after the acquisition of Midland LP, PNC Bank originated approximately
$743 million in such loans for securitization.

     The commercial mortgage loans originated for securitization by PNC Bank
have, to date, consisted entirely of fixed-rate loans secured primarily by
multifamily, office, retail, industrial, hotel, manufactured housing and
self-storage properties. PNC Bank does not have distinct small- or large-loan
programs, but rather originates and securitizes under a single program (which is
the program under which PNC Bank originated the mortgage loans that will be
deposited into the transaction described in this offering prospectus).

     Servicing. Since the acquisition of Midland LP in 1998, PNC Bank has
contracted with its wholly-owned subsidiary Midland Loan Services, Inc. for
servicing the mortgage loans it originates prior to their securitization.
Midland Loan Services, Inc. will act as a master servicer in this transaction.
See "Transaction Participants--The Master Servicers" in this offering prospectus
for more information.

     PNC Bank's Underwriting Standards

     General. Conduit mortgage loans originated for securitization by PNC Bank
will generally be originated in accordance with the underwriting criteria
described below. Each lending situation is unique, however, and the facts and
circumstances surrounding the mortgage loan, such as the quality and location of
the real estate collateral, the sponsorship of the borrower and the tenancy of
the collateral, will impact the extent to which the general guidelines below are
applied to a specific mortgage loan. The underwriting criteria below are
general, and in many cases exceptions may be approved to one or more of these
guidelines. Accordingly, no representation is made that every mortgage loan will
comply in all respects with the criteria set forth below.

     Loan Analysis. The PNC Bank credit underwriting team for each mortgage loan
is comprised of real estate professionals of PNC Bank. The underwriting team for
each mortgage loan is required to conduct a review of the related mortgaged
property, generally including an analysis of the historical property operating
statements, if available, rent rolls, current and historical real estate taxes,
and a review of tenant leases. The review includes a market analysis which
includes a review of supply and demand trends, rental rates and occupancy rates.
The credit of the borrower and certain key principals of the borrower are
examined for financial strength and character prior to approval of the loan.
This analysis generally includes a review of historical financial statements
(which are generally unaudited), historical income tax returns of the borrower
and its principals, third-party credit reports, judgment, lien, bankruptcy and
pending litigation searches. Depending on the type of real property collateral
involved and other relevant circumstances, the credit of key tenants also may be
examined as part of the underwriting process. Generally, a member of the PNC
Bank underwriting team (or someone on its behalf) visits the property for a site
inspection to ascertain the overall quality and competitiveness of the property,
including its physical attributes, neighborhood and market, accessibility and
visibility and demand generators. As part of its underwriting procedures, PNC
Bank also generally performs the procedures and obtains the third party reports
or other documents described in this offering prospectus under "Description of
the Mortgage Pool--Assessments of Property Condition", "--Appraisals",
"--Environmental Assessments", and "--Engineering Assessments".


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     Loan Approval. Prior to commitment, all mortgage loans must be approved by
a loan committee comprised of senior real estate professionals from PNC Bank.
The loan committee may either approve a mortgage loan as recommended, request
additional due diligence and/or modify the terms, or reject a mortgage loan.

     Debt Service Coverage Ratio and LTV Ratio. PNC Bank's underwriting
standards generally require a minimum debt service coverage ratio of 1.20x and
maximum LTV Ratio of 80%. However, these requirements constitute solely a
guideline, and exceptions to these guidelines may be approved based on the
individual characteristics of a mortgage loan. For example, PNC Bank may
originate a mortgage loan with a lower debt service coverage ratio or higher LTV
Ratio based on the types of tenants and leases at the subject real property, the
taking of additional collateral such as reserves, letters of credit and/or
guarantees, PNC Bank's judgment of improved property performance in the future
and/or other relevant factors. In addition, with respect to certain mortgage
loans originated by PNC Bank there may exist subordinate debt secured by the
related mortgaged property and/or mezzanine debt secured by direct or indirect
ownership interests in the borrower. Such mortgage loans would have a lower debt
service coverage ratio, and a higher LTV Ratio, if such subordinate or mezzanine
debt were taken into account.

     The debt service coverage ratio guidelines set forth above are calculated
based on underwritten net cash flow at origination. Therefore, the debt service
coverage ratio for each mortgage loan as reported in this offering prospectus
and Annex A-1 hereto may differ from the amount calculated at the time of
origination. In addition, PNC Bank's underwriting guidelines generally permit a
maximum amortization period of 30 years. However, certain mortgage loans may
provide for interest-only payments until maturity, or for an interest-only
period during a portion of the term of the mortgage loan. See "Description of
the Mortgage Pool" in this offering prospectus.

     Escrow Requirements. PNC Bank often requires a borrower to fund various
escrows for taxes and insurance, and may also require reserves for deferred
maintenance, re-tenanting expenses and capital expenses, in some cases only
during periods when certain debt service coverage ratio or LTV Ratio tests are
not satisfied. In some cases, the borrower is permitted to post a letter of
credit or guaranty, or provide periodic evidence that the items for which the
escrow or reserve would have been established are being paid or addressed, in
lieu of funding a given reserve or escrow. PNC Bank conducts a case-by-case
analysis to determine the need for a particular escrow or reserve. Consequently,
the aforementioned escrows and reserves are not established for every
multifamily and commercial mortgage loan originated by PNC Bank.

     Notwithstanding the foregoing discussion under this "--PNC Bank's
Underwriting Standards" section, PNC Bank may sell mortgage loans to the
depositor for inclusion in the trust fund that vary from, or do not comply with,
PNC Bank's underwriting guidelines.

THE MASTER SERVICERS

     MIDLAND LOAN SERVICES, INC. Midland Loan Services, Inc ("Midland") will act
as master servicer with respect to those mortgage loans acquired by us from PNC
Bank, National Association and IXIS Real Estate Capital Inc. and transferred by
us to the trust. Certain servicing and administrative functions will also be
provided by one or more primary servicers that previously serviced the mortgage
loans for the applicable mortgage loan seller. Midland is also the master
servicer for the Park La Brea Apartment Loan Combination under the Series
2006-LDP8 Pooling and Servicing Agreement, which governs the servicing of the
Park La Brea Apartments Loan Combination.

     Midland is a Delaware corporation and a wholly-owned subsidiary of PNC
Bank, National Association ("PNC Bank"), which is one of the mortgage loan
sellers. Midland is an affiliate of PNC Capital Markets LLC, one of the
underwriters. Midland's principal servicing office is located at 10851 Mastin
Street, Building 82, Suite 700, Overland Park, Kansas 66210.


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     Midland is a real estate financial services company that provides loan
servicing, asset management and technology solutions for large pools of
commercial and multifamily real estate assets. Midland is approved as a master
servicer, special servicer and primary servicer for investment-grade commercial
and multifamily mortgage-backed securities ("CMBS") by S&P, Moody's and Fitch.
Midland has received the highest rankings as a master, primary and special
servicer of real estate assets under U.S. CMBS transactions from both S&P and
Fitch. S&P ranks Midland as "Strong" and Fitch ranks Midland as "1" for each
category. Midland is also a HUD/FHA-approved mortgagee and a Fannie Mae-approved
multifamily loan servicer.

     Midland has adopted written policies and procedures relating to its various
servicing functions to maintain compliance with its servicing obligations and
the servicing standards under Midland's servicing agreements, including
procedures for managing delinquent loans. Midland has made certain changes to
its servicing policies, procedures and controls in the past three years, which
address, among other things, (i) Midland's conversion to its proprietary
Enterprise!(R) Loan Management System as its central servicing and investor
reporting system; and (ii) an updated disaster recovery plan.

     Midland will not have primary responsibility for custody services of
original documents evidencing the mortgage loans. Midland may from time to time
have custody of certain of such documents as necessary for the servicing of
particular mortgage loans or otherwise. To the extent that Midland has custody
of any such documents for any such servicing purposes, such documents will be
maintained in a manner consistent with the servicing standard.

     No securitization transaction involving commercial or multifamily mortgage
loans in which Midland was acting as master servicer, primary servicer or
special servicer has experienced a servicer event of default as a result of any
action or inaction of Midland as master servicer, primary servicer or special
servicer, as applicable, including as a result of Midland's failure to comply
with the applicable servicing criteria in connection with any securitization
transaction. Midland has made all advances required to be made by it under the
servicing agreements on the commercial and multifamily mortgage loans serviced
by Midland in securitization transactions.

     From time-to-time Midland is a party to lawsuits and other legal
proceedings as part of its duties as a loan servicer (e.g., enforcement of loan
obligations) and/or arising in the ordinary course of business. Midland does not
believe that any such lawsuits or legal proceedings would, individually or in
the aggregate, have a material adverse effect on its business or its ability to
service loans pursuant to the pooling and servicing agreement. Additionally,
Midland has no actual knowledge of any proceedings contemplated by governmental
authorities that it believes would have a material adverse effect on its
business or its ability to service loans pursuant to the pooling and servicing
agreement.

     Midland currently maintains an Internet-based investor reporting system,
CMBS Investor Insight(R), that contains performance information at the
portfolio, loan and property levels on the various commercial mortgage-backed
securities transactions that it services. Certificateholders, prospective
transferees of the certificates and other appropriate parties may obtain access
to CMBS Investor Insight through Midland's website at www.midlandls.com. Midland
may require registration and execution of an access agreement in connection with
providing access to CMBS Investor Insight.

     As of September 30, 2006, Midland was servicing approximately 20,688
commercial and multifamily mortgage loans with a principal balance of
approximately $180.1 billion. The collateral for such loans is located in all 50
states, the District of Columbia, Puerto Rico, Guam and Canada. Approximately
14,188 of such loans, with a total principal balance of approximately $121.1
billion, pertain to commercial and multifamily mortgage backed securities. The
related loan pools include multifamily, office, retail, hospitality and other
income producing properties.

     Midland has been servicing mortgage loans in commercial mortgage-backed
securities transactions since 1992. The table below contains information on the
size and growth of the portfolio of commercial and


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multifamily mortgage loans in commercial mortgaged-backed securities and other
servicing transactions for which Midland has acted as master and/or primary
servicer from 2003 to 2005.

PORTFOLIO GROWTH -           CALENDAR YEAR END
MASTER/PRIMARY       (APPROXIMATE AMOUNTS IN BILLIONS)
------------------   ---------------------------------
                             2003   2004   2005
                             ----   ----   ----
CMBS                          $60    $70   $104
Other                          23     28     32
                             ----   ----   ----
TOTAL                         $83    $98   $136

     WELLS FARGO BANK, NATIONAL ASSOCIATION. Wells Fargo Bank, National
Association will act as master servicer with respect to those mortgage loans
acquired by us from Merrill Lynch Mortgage Lending, Inc. and Countrywide
Commercial Real Estate Finance, Inc. and transferred by us to the trust. Certain
servicing and administration functions will also be provided by one or more
primary servicers that previously serviced the mortgage loans for the applicable
mortgage loan seller.

     Wells Fargo Bank has originated and serviced commercial mortgage loans
since before 1975 and has serviced securitized commercial mortgage loans since
1993. Wells Fargo Bank is approved as a master servicer, primary servicer and
special servicer for commercial mortgage-backed securities rated by Moody's, S&P
and Fitch. Moody's does not assign specific ratings to servicers. S&P has
assigned to Wells Fargo Bank the ratings of STRONG as a primary servicer and as
a master servicer and ABOVE AVERAGE as a special servicer. Fitch has assigned to
Wells Fargo Bank the ratings of CMS2 as a master servicer, CPS1 as a primary
servicer and CSS1 as a special servicer. S&P's and Fitch's ratings of a servicer
are based on an examination of many factors, including the servicer's financial
condition, management team, organizational structure and operating history.

     As of September 30, 2006, the commercial mortgage servicing group of Wells
Fargo Bank was responsible for servicing approximately 10,737 commercial and
multifamily mortgage loans with an aggregate outstanding principal balance of
approximately $90.7 billion, including approximately 9,418 loans securitized in
approximately 85 commercial mortgage-backed securitization transactions with an
aggregate outstanding principal balance of approximately $86.3 billion, and also
including loans owned by institutional investors and government sponsored
entities such as Freddie Mac. The properties securing these loans are located in
all 50 states and include retail, office, multifamily, industrial, hospitality
and other types of income-producing properties. According to the Mortgage
Bankers Association of America, as of June 30, 2006, Wells Fargo Bank was the
fourth largest commercial mortgage servicer in terms of the aggregate
outstanding principal balance of loans being master and/or primary serviced in
commercial mortgage-backed securitization transactions.

     Wells Fargo Bank has developed policies, procedures and controls for the
performance of its master servicing obligations in compliance with applicable
servicing agreements, servicing standards and the servicing criteria set forth
in Item 1122 of Regulation AB. These policies, procedures and controls include,
among other things, measures for notifying borrowers of payment delinquencies
and other loan defaults and for working with borrowers to facilitate collections
and performance prior to the occurrence of a Servicing Transfer Event.

     A Wells Fargo Bank proprietary website (www.wellsfargo.com/com/comintro)
provides investors with access to investor reports for commercial
mortgage-backed securitization transactions for which Wells Fargo Bank is master
servicer.

     Wells Fargo Bank may appoint one or more sub-servicers to perform all or
any portion of its duties under the pooling and servicing agreement. Wells Fargo
Bank monitors and reviews the performance of sub-servicers appointed by it.

     Wells Fargo Bank has received an issuer rating of "Aaa" from Moody's. Wells
Fargo Bank's long term deposits are rated "Aaa" by Moody's, "AA" by S&P and
"AA+" by Fitch.


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     Wells Fargo & Company is the holding company for Wells Fargo Bank. Wells
Fargo & Company files reports with the Securities and Exchange Commission as
required under the Securities Exchange Act of 1934, as amended. Such reports
include information regarding Wells Fargo Bank and may be obtained at the
website maintained by the Securities and Exchange Commission at www.sec.gov.

     There are no legal proceedings pending against Wells Fargo Bank, or to
which any property of Wells Fargo Bank is subject, that are material to the
certificateholders, nor does Wells Fargo Bank have actual knowledge of any
proceedings of this type contemplated by governmental authorities.

THE SPECIAL SERVICERS

     LNR Partners, Inc. LNR Partners, Inc. ("LNR Partners"), a Florida
corporation and a subsidiary of LNR Property Holdings, Ltd. ("LNR"), will
initially be appointed as special servicer (except with respect to the Park La
Brea Apartment Loan Combination) under the pooling and servicing agreement. The
principal executive offices of LNR Partners are located at 1601 Washington
Avenue, Suite 700, Miami Beach, Florida 33139 and its telephone number is (305)
695-5600. LNR through its subsidiaries, affiliates and joint ventures, is
involved in the real estate investment, finance and management business and
engages principally in:

     o    acquiring, developing, repositioning, managing and selling commercial
          and multifamily residential real estate properties,

     o    investing in high-yielding real estate loans, and

     o    investing in, and managing as special servicer, unrated and
          non-investment grade rated commercial mortgaged backed securities
          ("CMBS").

     LNR Partners and its affiliates have substantial experience in working out
loans and in performing the other obligations of the special servicer as more
particularly described in the series pooling and servicing agreement, including,
but not limited to, processing borrower requests for lender consent to
assumptions, leases, easements, partial releases and expansion and/or
redevelopment of the mortgaged properties. LNR Partners and its affiliates have
been engaged in the special servicing of commercial real estate assets for over
13 years. The number of CMBS pools specially serviced by LNR Partners and its
affiliates has increased from 46 in December 1998 to 195 as of June 30, 2006.
More specifically, LNR Partners (and its predecessors in interest) acted as
special servicer with respect to: (a) 84 domestic CMBS pools as of December 31,
2001, with a then current face value in excess of $53 billion; (b) 101 domestic
CMBS pools as of December 31, 2002, with a then current face value in excess of
$67 billion; (c) 113 domestic CMBS pools as of December 31, 2003, with a then
current face value in excess of $79 billion; (d) 134 domestic CMBS pools as of
December 31, 2004, with a then current face value in excess of $111 billion; (e)
142 domestic CMBS pools as of December 31, 2005, with a then current face value
in excess of $148 billion and (f) 153 domestic CMBS pools as of June 30, 2006,
with a then current face value in excess of $173 billion. Additionally, LNR
Partners has resolved over $16.8 billion of U.S. commercial and multifamily
loans over the past 13 years, including approximately $1.1 billion of U.S.
commercial and multifamily mortgage loans during 2001, $1.9 billion of U.S.
commercial and multifamily mortgage loans during 2002, $1.5 billion of U.S.
commercial and multifamily mortgage loans during 2003, $2.1 billion of U.S.
commercial and multifamily mortgage loans during 2004, $2.4 billion of U.S.
commercial and multifamily mortgage loans during 2005 and $0.3 billion for the
six months ended June 30, 2006.

     LNR or one of its affiliates generally seeks investments where it has the
right to appoint LNR Partners as the special servicer. LNR Partners and its
affiliates have regional offices located across the country in Florida, Georgia,
Texas, Massachusetts, North Carolina and California, and in Europe in London,
England, Paris, France and Munich, Germany. As of June 30, 2006, LNR Partners
had approximately 180 employees responsible for the special servicing of
commercial real estate assets. As of June 30, 2006, LNR Partners and its
affiliates specially service a portfolio, which included approximately 23,000
assets in the 50 states and in Europe with a then current face value in excess
of $207 billion, all of which are commercial real estate assets. Those
commercial real estate


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assets include mortgage loans secured by the same types of income producing
properties as those securing the mortgage loans backing the certificates.
Accordingly, the assets of LNR Partners and its affiliates may, depending upon
the particular circumstances, including the nature and location of such assets,
compete with the mortgaged real properties securing the underlying mortgage
loans for tenants, purchasers, financing and so forth. LNR Partners does not
service any assets other than commercial real estate assets.

     LNR Partners maintains internal and external watch lists, performs monthly
calls with master servicers and conducts overall deal surveillance and shadow
servicing. LNR Partners has developed distinct strategies and procedures for
working with borrowers on problem loans (caused by delinquencies, bankruptcies
or other breaches of the loan documents) designed to maximize value from the
assets for the benefit of the certificateholders. These strategies and
procedures vary on a case by case basis, and include, but are not limited to,
liquidation of the underlying collateral, note sales, discounted payoffs, and
borrower negotiation or workout in accordance with the Servicing Standard.
Generally, four basic factors are considered by LNR Partners as part of its
analysis and determination of what strategies and procedures to utilize in
connection with problem loans. They are (i) the condition and type of mortgaged
property, (ii) the borrower, (iii) the jurisdiction in which the mortgaged
property is located, and (iv) the actual terms, conditions and provisions of the
underlying loan documents. After each of these items is evaluated and
considered, LNR Partners' strategy is guided by the Servicing Standard and all
relevant provisions of the applicable pooling and servicing agreement pertaining
to specially serviced and REO mortgage loans.

     LNR Partners has the highest ratings afforded to special servicers by
Moody's and Fitch, respectively.

     There have not been, during the past three years, any material changes to
the policies or procedures of LNR Partners in the servicing function it will
perform under the pooling and servicing agreement for assets of the same type
included in this securitization transaction. LNR Partners has not engaged, and
currently does not have any plans to engage, any sub-servicers to perform on its
behalf any of its duties with respect to this securitization transaction. LNR
Partners does not believe that its financial condition will have any adverse
effect on the performance of its duties under the pooling and servicing
agreement and, accordingly, will not have any material impact on the mortgage
pool performance or the performance of the certificates. Generally, LNR
Partners' servicing functions under pooling and servicing agreements do not
include collection on the pool assets, however LNR Partners does maintain
certain operating accounts with respect to REO mortgage loans in accordance with
the terms of the applicable pooling and servicing agreements and consistent with
the applicable servicing standard set forth in each of such pooling and
servicing agreements. LNR Partners does not have any material primary advancing
obligations with respect to the CMBS pools as to which it acts as special
servicer, except with respect to the obligation to make servicing advances only
on specially serviced mortgage loans in four commercial mortgage securitization
transactions, and the obligation to make advances of delinquent debt service
payments on specially serviced mortgage loans in one commercial mortgage
securitization transaction. Under certain circumstances, LNR Partners also has
the obligation to make servicing advances and advances of delinquent debt
service payments with respect to one collateralized debt obligation transaction.

     LNR Partners will not have primary responsibility for custody services of
original documents evidencing the underlying mortgage loans. On occasion, LNR
Partners may have custody of certain of such documents as necessary for
enforcement actions involving particular mortgage loans or otherwise. To the
extent that LNR Partners has custody of any such documents, such documents will
be maintained in a manner consistent with the Servicing Standard.

     No securitization transaction involving commercial, multifamily or
manufactured housing community mortgage loans in which LNR Partners was acting
as special servicer has experienced an event of default as a result of any
action or inaction by LNR Partners as special servicer. LNR Partners has not
been terminated as servicer in a commercial mortgage loan securitization, either
due to a servicing default or to application of a servicing performance test or
trigger. In addition, there has been no previous disclosure of material
noncompliance with servicing criteria by LNR Partners with respect to any other
securitization transaction


                                       136



involving commercial, multifamily or manufactured housing community mortgage
loans in which LNR Partners was acting as special servicer.

     There are, to the actual current knowledge of LNR Partners, no special or
unique factors of a material nature involved in special servicing the particular
types of assets included in the subject securitization, as compared to the types
of assets specially serviced by LNR Partners in other commercial mortgage backed
securitization pools generally, for which LNR Partners has developed processes
and procedures which materially differ from the processes and procedures
employed by LNR Partners in connection with its specially servicing of
commercial mortgaged backed securitization pools generally.

     There are currently no legal proceedings pending, and no legal proceedings
known to be contemplated by governmental authorities, against LNR Partners or of
which any of its property is the subject, that is material to the
certificateholders.

     LNR Partners is not an affiliate of the depositor, the sponsor(s), the
issuing entity, the master servicers, the trustee, the certificate administrator
or any originator of any of the underlying mortgage loans identified in this
offering prospectus.

     LNR Securities Holdings, LLC, an affiliate of LNR Partners, will acquire an
interest in one or more classes of the certificates and will be the initial
Controlling Class Representative. Otherwise, except for LNR Partners acting as
special servicer for this securitization transaction, there are no specific
relationships that are material involving or relating to this securitization
transaction or the securitized mortgage loans between LNR Partners or any of its
affiliates, on the one hand, and the depositor, sponsor(s) or the trust, on the
other hand, that currently exist or that existed during the past two years. In
addition, there are no business relationships, agreements, arrangements,
transactions or understandings that have been entered into outside the ordinary
course of business or on terms other than would be obtained in an arm's length
transaction with an unrelated third party - apart from the subject
securitization transaction - between LNR Partners or any of its affiliates, on
the one hand, and the depositor, the sponsor(s) or the trust, on the other hand,
that currently exist or that existed during the past two years and that are
material to an investor's understanding of the offered certificates.

     J.E. Robert Company, Inc. J.E. Robert Company, Inc. ("JER"), a Virginia
corporation, will initially be appointed as the special servicer of the Park La
Brea Apartments Loan Combination pursuant to the Series 2006-LDP8 Pooling and
Servicing Agreement and as such, will be responsible for servicing the Park La
Brea Apartments Loan Combination.

     JER, through its subsidiaries, affiliates and joint ventures is involved in
the real estate investment, finance and management business and engages
principally in:

     o    acquiring, developing, repositioning, managing and selling commercial
          and multifamily real estate properties;

     o    equity and debt investments in, and recapitalizations of, operating
          companies with significant real estate assets;

     o    investing in high-yielding real estate loans; and

     o    Investing in, and managing as special servicer, unrated,
          non-investment grade and investment grade securities issued pursuant
          to commercial mortgage loan securitization transactions.

     In the ordinary course of business for JER and its affiliates, the assets
of JER and its affiliates may, depending upon the particular circumstances,
including the nature and location of such assets, compete with the mortgaged
real properties securing the underlying mortgage loans for, among other things,
tenants, purchasers and financing.


                                       137



     JER has substantial experience in working out mortgage loans and has been
engaged in investing and managing commercial real estate assets since 1981 and
servicing commercial mortgage loan securitization assets since 1992. JER has a
special servicer rating of "CSSI" from Fitch. JER is also on S&P's Select
Servicer list as a U.S. Commercial Mortgage Special Servicer and is ranked
"STRONG" by S&P. The ratings of JER as a special servicer are based on an
examination of many factors, including its financial condition, management team,
organizational structure and operating history.

     The number of commercial mortgage loan securitizations serviced by JER has
increased from 10 as of December 31, 2003 to 17 as of December 31, 2005. JER
acted as special servicer with respect to: (a) 10 commercial mortgage loan
securitizations containing over 250 mortgage loans as of December 31, 2003, with
an aggregate outstanding principal balance in excess of $1.6 billion; (b) 13
commercial mortgage loan securitizations containing over 550 mortgage loans as
of December 31, 2004, with an aggregate outstanding principal balance in excess
of $5.0 billion; and (c) 17 commercial mortgage loan securitizations containing
over 1,800 mortgage loans as of December 31, 2005, with an aggregate outstanding
principal balance in excess of $21.7 billion.

     Since its inception in 1981 and through December 31, 2005, JER as special
servicer has resolved over 1,780 mortgage loans, with an aggregate principal
balance of over $2.0 billion. Over the past three years, from 2003 through 2005,
JER in its capacity as special servicer has resolved over $475 million of U.S.
commercial and multifamily mortgage loans. As of December 31, 2005, JER was
administering approximately 15 assets as special servicer with an outstanding
principal balance of approximately $125 million. Those commercial real assets
include mortgage loans secured by the same type of income producing properties
as those securing the Mortgage Loans backing the Certificates.

     All of the specially serviced commercial mortgage loans are serviced in
accordance with the applicable procedures set forth in the related pooling and
servicing agreement that governs those assets. JER will service the Park La Brea
Apartments Loan Combination in accordance with the procedures set forth in the
Series 2006-LDP8 Pooling and Servicing Agreement, in accordance with the
mortgage loan documents and applicable laws, and in each case, subject to the
Servicing Standard. JER is not aware of any unique factors involved in servicing
the Park La Brea Apartments Loan Combination.

     JER has developed policies, procedures and processes regarding its special
servicing obligations in respect of commercial mortgage loans and the underlying
real properties, including managing delinquent loans and loans subject to the
bankruptcy of the borrower. These policies, procedures and processes require
that all actions taken by JER as special servicer comply with the requirements
of the applicable pooling and servicing agreements. During the past three years,
there have been no material changes to JER's special servicing policies,
procedures and processes. Included in these policies, procedures and processes
is the requirement that the special servicer shall segregate and hold all funds
collected and received in connection with the operation of each REO Property
separate and apart from its own funds and general assets and shall establish and
maintain with respect to each REO Property one or more accounts held in trust
for the benefit of the certificateholders (and the holder of any related
subordinate companion loan if in connection with a loan combination). The funds
in this account or accounts will not be commingled with the funds of the special
servicer, or the funds of any of the special servicer's other serviced assets
that are not serviced pursuant to the pooling and servicing agreement.

     JER occasionally engages consultants to perform property inspections and to
provide surveillance on a property and its local market; it currently does not
have any plans to engage sub-servicers to perform on its behalf any of its
duties with respect to this transaction.

     JER does not believe that its financial condition will have any adverse
effect on the performance of its duties under the Series 2006-LDP8 Pooling and
Servicing Agreement and, accordingly will not have any material impact on the
mortgage pool performance or the performance of the certificates. JER does not
have any advancing obligations for principal interest with respect to the
commercial mortgage loan securitizations as to which it acts as special
servicer. JER is permitted to make servicing advances with respect to the
mortgage loans as to which it acts as special servicer, at its option and in
accordance with the terms of the applicable pooling and servicing


                                       138



agreements. JER has made all advances required to be made on commercial mortgage
loans serviced by it during the past three years and during the same period has
not defaulted in respect of any such advance obligations.

     JER will not have any primary custodial responsibility for original
documents evidencing the underlying mortgage loans. Under very limited
circumstances set forth in the Series 2006-LDP8 pooling and servicing Agreement,
JER may have physical custody of certain documents such as promissory notes as
necessary for enforcement actions or sale transactions involving particular
mortgage loans or REO property. To the extent that JER has custody of any such
documents, such documents will be maintained in a manner consistent with the
servicing Standard and JER's policies, procedures and processes.

     From time-to-time, JER may become a party to lawsuits and other legal
proceedings arising in the ordinary course of business. JER does not believe
that any such lawsuits or legal proceedings would, individually or in aggregate,
have a material adverse effect on its business or its ability to serve as
special servicer in this or any other transactions. There are currently no legal
proceedings pending and no legal proceedings known to be contemplated by
governmental authorities, against JER, or of which any of its property is the
subject, that is material to the certificateholders.

     JER is not an affiliate of the depositor, the sponsor(s), the trust, the
master servicers, the trustee, the certificate administrator or any originator
of any underlying mortgage loans identified in this offering prospectus. There
are no specific relationships involving or relating to this transaction or the
securitized mortgage loans between JER, on the one hand, and the depositor,
sponsor(s) or the trust, on the other hand. In addition, there are no business
relationships, agreements, arrangements, transactions or understandings that
would have been entered into outside the ordinary course of business or on terms
other than would be obtained in an arm's length transaction with an unrelated
third party, apart from this transaction, between JER, on the one hand, and the
depositor, the sponsor(s) or the trust, on the other hand, that currently exist
or that existed during the past two years.

     No securitization transaction involving commercial or multifamily mortgage
loans in which JER was acting as special servicer has experienced an event of
default as a result of any action on inaction performed by JER as special
servicer. In addition, there has been no previous disclosure of material
non-compliance with servicing criteria by JER with respect to any other
securitization transaction involving commercial or multifamily mortgage loans in
which JER was acting as special servicer.

     The information set forth in this offering prospectus concerning the JER
has been provided by it.

THE TRUSTEE

     LaSalle Bank National Association ("LaSalle") will act as trustee under the
pooling and servicing agreement, on behalf of the certificateholders. In
addition, LaSalle will act as custodian on behalf of the trustee. The trustee's
corporate trust office is located at 135 South LaSalle Street, Suite 1625,
Chicago, Illinois, 60603. Attention: Global Securities and Trust
Services--ML-CFC Commercial Mortgage Trust 2006-4 or at such other address as
the trustee may designate from time to time.

     LaSalle is a national banking association formed under the federal laws of
the United States of America. Its parent company, LaSalle Bank Corporation, is
an indirect subsidiary of ABN AMRO Bank N.V., a Netherlands banking corporation.
LaSalle has extensive experience serving as trustee on securitizations of
commercial mortgage loans. Since 1994, LaSalle has served as trustee or paying
agent on over 665 commercial mortgage-backed security transactions involving
assets similar to the mortgage loans to be included in the trust. As of
September 30, 2006, LaSalle served as trustee or paying agent in over 665
commercial mortgage-backed security transactions. The long-term unsecured debt
of LaSalle is rated "A+" by S&P, "Aa3" by Moody's and "AA-" by Fitch.


                                       139



     In its capacity as custodian, LaSalle will hold the mortgage loan files
exclusively for the use and benefit of the trust. The custodian will not have
any duty or obligation to inspect, review or examine any of the documents,
instruments, certificates or other papers relating to the mortgage loans
delivered to it to determine that the same are valid. The disposition of the
mortgage loan files will be governed by the pooling and servicing agreement.
LaSalle provides custodial services on over 1000 residential, commercial and
asset-backed securitization transactions and maintains almost 2.5 million
custodial files in its two vault locations in Elk Grove, Illinois and Irvine,
California. LaSalle's two vault locations can maintain a total of approximately
6 million custody files. All custody files are segregated and maintained in
secure and fire resistant facilities in compliance with customary industry
standards. The vault construction complies with Fannie Mae/Ginnie Mae guidelines
applicable to document custodians. LaSalle maintains disaster recovery protocols
to ensure the preservation of custody files in the event of force majeure and
maintains, in full force and effect, such fidelity bonds and/or insurance
policies as are customarily maintained by banks which act as custodians. LaSalle
uses unique tracking numbers for each custody file to ensure segregation of
collateral files and proper filing of the contents therein and accurate file
labeling is maintained through a monthly reconciliation process. LaSalle uses a
proprietary collateral review system to track and monitor the receipt and
movement internally or externally of custody files and any release or
reinstatement of collateral.

     Using information set forth in this offering prospectus, the trustee will
develop the cashflow model for the trust. Based on the monthly mortgage loan
information provided by the master servicers, the trustee will calculate the
amount of principal and interest to be paid to each class of certificates on
each distribution date. In accordance with the cashflow model and based on the
monthly mortgage loan information provided by the master servicers, the trustee
will perform distribution calculations, remit distributions on the distribution
date to certificateholders and prepare a monthly statement to certificateholders
detailing the payments received and the activity on the mortgage loans during
the related collection period. In performing these obligations, the trustee will
be able to conclusively rely on the information provided to it by the master
servicers, and the trustee will not be required to recompute, recalculate or
verify the information provided to it by the master servicers. LaSalle regularly
performs such obligations with respect to commercial mortgage-backed securities
transactions for which it acts as trustee.

     There are no legal proceedings pending against LaSalle, or to which any
property of LaSalle is subject, that is material to the certificateholders, nor
does LaSalle have actual knowledge of any proceedings of this type contemplated
by governmental authorities.

     In addition to having express duties under the pooling and servicing
agreement, the trustee, as a fiduciary, also has certain duties unique to
fiduciaries under applicable law. In general, the trustee will be subject to
certain federal laws and, because the pooling and servicing agreement is
governed by New York law, certain New York state laws. As a national bank acting
in a fiduciary capacity, the trustee will, in the administration of its duties
under the pooling and servicing agreement, be subject to certain regulations
promulgated by the Office of the Comptroller of the Currency, specifically those
set forth in Chapter 12, Part 9 of the Code of Federal Regulations. New York
common law has required fiduciaries of common law trusts formed in New York to
perform their duties in accordance with the "prudent person" standard, which, in
this transaction, would require the trustee to exercise such diligence and care
in the administration of the trust as a person of ordinary prudence would employ
in managing his own property. However, under New York common law, the
application of this standard of care can be restricted contractually to apply
only after the occurrence of a default. The pooling and servicing agreement
provides that the trustee is subject to the prudent person standard only for so
long as an event of default has occurred and remains uncured.

     See also "Description of the Governing Documents--The Trustee", "--Duties
of the Trustee", "--Matters Regarding the Trustee" and "--Resignation and
Removal of the Trustee" in the accompanying base prospectus.


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         AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     We, the depositor, are affiliated with the following parties: (i) Merrill
Lynch Mortgage Lending, Inc, a sponsor and mortgage loan seller, and (ii)
Merrill Lynch, Pierce, Fenner & Smith Incorporated, one of the underwriters.

     Merrill Lynch Mortgage Lending, Inc., a sponsor and mortgage loan seller,
is affiliated with the following parties: (i) Merrill Lynch Mortgage Investors.,
Inc, the depositor, and (ii) Merrill Lynch, Pierce, Fenner & Smith Incorporated,
one of the underwriters.

     Countrywide Commercial Real Estate Finance Inc., a sponsor and mortgage
loan seller, is affiliated with Countrywide Securities Corporation, one of the
underwriters.

     IXIS Real Estate Capital Inc., a sponsor and mortgage loan seller, is
affiliated with IXIS Securities North America Inc., one of the underwriters.

     PNC Bank, National Association, a sponsor and mortgage loan seller, is
affiliated with the following parties: (i) Midland Loan Services, Inc., one of
the initial master servicers, and (ii) PNC Capital Markets LLC, one of the
underwriters.

     Certain mortgage loans originated by Merrill Lynch Mortgage Lending, Inc.
were pre-approved by LNR Partners, Inc., the initial special servicer, prior to
origination. LNR Partners, Inc. received a fee for pre-approving these mortgage
loans.

     LaSalle Bank National Association and Merrill Lynch Mortgage Lending, Inc.
are parties to a custodial agreement whereby LaSalle Bank National Association,
for consideration, provides custodial services to Merrill Lynch Mortgage
Lending, Inc. for certain commercial mortgage loans originated or purchased by
it. Pursuant to this custodial agreement, LaSalle is currently providing
custodial services for most of the mortgage loans to be sold by Merrill Lynch
Mortgage Lending, Inc. to the depositor in connection with this securitization.
The terms of the custodial agreement are customary for the commercial
mortgage-backed securitization industry providing for the delivery, receipt,
review and safekeeping of mortgage loan files.

     LaSalle Bank National Association and IXIS Real Estate Capital Inc. are
parties to a custodial agreement whereby LaSalle, for consideration, provides
custodial services to IXIS Real Estate Capital Inc. for certain commercial
mortgage loans originated or purchased by it. Pursuant to this custodial
agreement, LaSalle is currently providing custodial services for one of the
mortgage loans to be sold by IXIS Real Estate Capital Inc. to the Depositor in
connection with this securitization. The terms of the custodial agreement are
customary for the commercial mortgage-backed securitization industry providing
for the delivery, receipt, review and safekeeping of mortgage loan files.

                         SERVICING OF THE MORTGAGE LOANS

GENERAL

     The servicing of the mortgage loans in the trust (other than the Park La
Brea Apartments Trust Mortgage Loan) will be governed by the pooling and
servicing agreement. This "Servicing of the Mortgage Loans" section (excluding
the subsection captioned "--Servicing of the Park La Brea Apartments Loan
Combination") contains summary descriptions of some of the provisions of the
pooling and servicing agreement relating to the servicing and administration of
the mortgage loans (other than the Park La Brea Apartments Trust Mortgage Loan)
and any real estate owned by the trust (which will not include the Park La Brea
Apartments REO Property). The final subsection of this "Servicing of the
Mortgage Loans" section (captioned "--Servicing of the Park La Brea Apartments
Loan Combination") discusses certain aspects of the servicing of the Park La
Brea Apartments Trust Mortgage Loan under the Series 2006-LDP8 Pooling and
Servicing Agreement. You should also refer to the accompanying base prospectus,
in particular the section captioned "Description of the Governing Documents" for


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additional important information regarding provisions of the pooling and
servicing agreement that relate to the rights and obligations of the master
servicers and the special servicer.

     The servicing of the Park La Brea Apartments Loan Combination will be
governed by the Series 2006-LDP8 Pooling and Servicing Agreement and the Park La
Brea Apartments Intercreditor Agreement. All decisions, consents, waivers,
approvals and other actions in respect of the Park La Brea Apartments Loan
Combination will be effected in accordance with the Series 2006-LDP8 Pooling and
Servicing Agreement and the Park La Brea Apartments Intercreditor Agreement.
Consequently, the servicing provisions set forth herein will not be applicable
to the Park La Brea Apartments Loan Combination, the servicing of which will
instead be governed by the Series 2006-LDP8 Pooling and Servicing Agreement. The
servicing standard under the Series 2006-LDP8 Pooling and Servicing Agreement is
substantially similar to the Servicing Standard under the pooling and servicing
agreement. See "--Servicing of the Park La Brea Apartments Loan Combination"
below.

     The pooling and servicing agreement provides that each master servicer and
the special servicer must service and administer the mortgage loans and any real
estate owned by the trust for which it is responsible (which does not include
the Park La Brea Apartments Trust Mortgage Loan), directly or through
sub-servicers, in accordance with--

     o    any and all applicable laws; and

     o    the express terms of the pooling and servicing agreement and the
          respective mortgage loans.

     Furthermore, to the extent consistent with the preceding paragraph, each
master servicer and the special servicer must service and administer the
mortgage loans and any real estate owned by the trust for which it is
responsible in accordance with the Servicing Standard.

     In general, the master servicers will be responsible for the servicing and
administration of--

     o    all mortgage loans (other than the Park La Brea Apartments Trust
          Mortgage Loan) as to which no Servicing Transfer Event has occurred;
          and

     o    all worked out mortgage loans as to which no new Servicing Transfer
          Event has occurred.

     The special servicer, on the other hand, will be responsible for the
servicing and administration of each mortgage loan (other than the Park La Brea
Apartments Trust Mortgage Loan) as to which a Servicing Transfer Event has
occurred and which has not yet been worked out with respect to that Servicing
Transfer Event. The special servicer will also be responsible for the
administration of each mortgaged real property that has been acquired by the
trust with respect to a defaulted mortgage loan through foreclosure,
deed-in-lieu of foreclosure or otherwise.

     Despite the foregoing, the pooling and servicing agreement will require
each master servicer to continue to receive payments and prepare certain reports
to the trustee required to be prepared with respect to any specially serviced
mortgage loans that were previously non-specially serviced mortgage loans it was
responsible for servicing and, otherwise, to render other incidental services
with respect to any specially serviced mortgage loans and REO Properties.
Neither master servicer nor the special servicer will have responsibility for
the performance by another servicer of its obligations and duties under the
pooling and servicing agreement.

     Each master servicer will transfer servicing of a mortgage loan that it is
responsible for servicing to the special servicer upon the occurrence of a
Servicing Transfer Event with respect to that mortgage loan. The special
servicer will return the servicing of the subject mortgage loan to the
applicable master servicer, and that mortgage loan will be considered to have
been worked out, if and when all Servicing Transfer Events with respect to that
mortgage loan cease to exist as described in the definition of "Servicing
Transfer Event" in the glossary to this offering prospectus, in which event that
mortgage loan would be considered to be a worked out mortgage loan.


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     Each B-Note Non-Trust Loan will be serviced by the applicable master
servicer and the special servicer in accordance with the pooling and servicing
agreement and the related Loan Combination Intercreditor Agreement.

SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES

     The Master Servicing Fee. The principal compensation to be paid to each
master servicer with respect to its master servicing activities will be its
master servicing fee.

     With respect to each master servicer, the master servicing fee:

     o    will be earned with respect to each and every mortgage loan in the
          trust that it is responsible for servicing as of the date of the
          initial issuance of the certificates, including--

          1.   each such mortgage loan, if any, that becomes a specially
               serviced mortgage loan; and

          2.   each such mortgage loan, if any, as to which the corresponding
               mortgaged real property has become REO Property; and

     o    in the case of each applicable mortgage loan, will--

          1.   be calculated on the same interest accrual basis as that mortgage
               loan, which will be either of a 30/360 Basis or an Actual/360
               Basis (except in the case of partial periods of less than a
               month, when it will be calculated on the basis of the actual
               number of days elapsed in that partial period and a 360-day
               year);

          2.   accrue at the related master servicing fee rate;

          3.   accrue on the same principal amount as interest accrues or is
               deemed to accrue from time to time with respect to that mortgage
               loan; and

          4.   be payable (a) monthly from amounts received with respect to
               interest on that mortgage loan and/or (b) if the subject mortgage
               loan and any related REO Property has been liquidated, out of
               general collections on the mortgage pool.

     Subject to certain conditions, the master servicers are each entitled,
under the pooling and servicing agreement, to receive, or to assign or pledge to
any qualified institutional buyer or institutional accredited investor (other
than a Plan), an excess servicing strip, which is a portion of its master
servicing fee. If either master servicer resigns or is terminated as a master
servicer, it (or its assignee) will continue to be entitled to receive the
excess servicing strip and will be paid that excess servicing strip (except to
the extent that any portion of that excess servicing strip is needed to
compensate any successor master servicer for assuming its duties as a master
servicer under the pooling and servicing agreement). We make no representation
or warranty regarding whether, following any resignation or termination of a
master servicer, (a) any holder of the excess servicing strip would dispute the
trustee's determination that any portion of the excess servicing strip was
necessary to compensate a successor master servicer or (b) the ability of the
trustee to successfully recapture the excess servicing strip or any portion of
that strip from any holder of the excess servicing strip, in particular if that
holder were the subject of a bankruptcy or insolvency proceeding.

     The master servicing fee rate with respect to the mortgage loans varies on
a loan-by-loan basis and ranges from 0.0200% per annum to 0.0930% per annum. The
weighted average master servicing fee rate for the mortgage pool was 0.0220% per
annum as of the cut-off date. For purposes of this offering prospectus, master
servicing fees include primary servicing fees, which are the portion of the
master servicing fees paid to the applicable master servicer or a third-party
primary servicer for directly servicing mortgage loans.

     Investment Income. Each master servicer will be authorized, but not
required, to invest or direct the investment of funds held in its collection
account, or in any and all accounts maintained by it that are escrow


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and/or reserve accounts, only in Permitted Investments. See "--Collection
Accounts" below. Each master servicer will be entitled to retain any interest or
other income earned on those funds, in general, and will be required (subject to
certain exceptions set forth in the pooling and servicing agreement) to cover
any losses of principal from its own funds.

     The special servicer will be authorized, but not required, to invest or
direct the investment of funds held in its REO account in Permitted Investments.
See "--REO Properties" below. The special servicer will be entitled to retain
any interest or other income earned on those funds, in general, and will be
required (subject to certain exceptions set forth in the pooling and servicing
agreement) to cover any losses of principal from its own funds without any right
to reimbursement.

     Prepayment Interest Shortfalls. The pooling and servicing agreement
provides that, if any Prepayment Interest Shortfalls are incurred by reason of
voluntary principal prepayments being made by borrowers with respect to any
mortgage loans (including the Park La Brea Apartments Trust Mortgage Loan)
during any collection period (other than principal prepayments made out of
insurance proceeds, condemnation proceeds or liquidation proceeds), each master
servicer (with respect to any mortgage loan serviced by it that experienced such
a principal prepayment) must make a nonreimbursable payment with respect to the
related distribution date in an amount equal to the lesser of:

     o    the total amount of those Prepayment Interest Shortfalls; and

     o    the sum of the following components of that master servicer's total
          servicing compensation for that same collection period--

          1.   that portion of the master servicing fees that represents an
               accrual at a rate of 0.01% per annum; and

          2.   the total amount of Prepayment Interest Excesses that were
               collected during the subject collection period;

provided, however, that if a Prepayment Interest Shortfall occurs as a result of
the applicable master servicer's allowing the related borrower to deviate from
the terms of the related loan documents regarding principal prepayments (other
than (a) subsequent to a material default under the related loan documents, (b)
pursuant to applicable law or a court order, or (c) at the request or with the
consent of the special servicer or the controlling class representative), then,
for purposes of determining the payment that the applicable master servicer will
be required to make to cover that Prepayment Interest Shortfall, the reference
to "master servicing fee" in clause 1 of the second bullet of this paragraph
will be construed to include the entire master servicing fee payable to that
master servicer for that same collection period, inclusive of any portion
payable to a third party primary servicer and any portion that constitutes the
excess servicing strip, and the amount of any investment income earned by that
master servicer on the related principal prepayment while on deposit in its
collection account. Without the limiting the generality of the foregoing, in the
absence of the consent of the special servicer (which consent will be deemed to
have been given if a response is not received within a specified number of
days), neither master servicer may allow a borrower to deviate from the terms of
the related loan documents regarding voluntary principal prepayments (other than
(a) with respect to principal prepayments made out of insurance proceeds,
condemnation proceeds or liquidation proceeds or (b) pursuant to applicable law
or a court order) if a Prepayment Interest Shortfall in excess of the amount
required to be covered by the subject master servicer would occur as a result of
the deviation.

     No other master servicing compensation will be available to cover
Prepayment Interest Shortfalls, and the applicable master servicer's obligation
to make payments to cover Prepayment Interest Shortfalls in respect of a
particular collection period will not carry over to any following collection
period. In addition, the applicable master servicer will be required to apply
any Prepayment Interest Excesses with respect to a particular collection period,
that are not otherwise used to cover Prepayment Interest Shortfalls as described
above, to cover any shortfalls in interest caused as a result of the prepayment
of a mortgage loan by the application of a condemnation


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award or casualty insurance proceeds, in each case that are actually received,
in reduction of the subject mortgage loan's principal balance.

     Any payments made by a master servicer with respect to any distribution
date to cover Prepayment Interest Shortfalls will be included among the amounts
payable as principal and interest on the certificates on that distribution date
as described under "Description of the Offered Certificates--Payments" in this
offering prospectus. If the aggregate amount of the payments made by the master
servicers with respect to any distribution date to cover Prepayment Interest
Shortfalls is less than the total of all the Prepayment Interest Shortfalls
incurred with respect to the mortgage pool during the related collection period,
then the resulting Net Aggregate Prepayment Interest Shortfall will be allocated
among the respective interest-bearing classes of the certificates (other than
the class XC and XP certificates) (but, in the case of each of the A-2FL, A-3FL,
AM-FL and AJ-FL classes, through the corresponding REMIC II regular interest),
in reduction of the interest payable on those certificates, as and to the extent
described under "Description of the Offered Certificates--Payments--Payments of
Interest" in this offering prospectus.

     Principal Special Servicing Compensation. The principal compensation to be
paid to the special servicer with respect to its special servicing activities
will be--

     o    the special servicing fee;

     o    the workout fee; and

     o    the principal recovery fee.

     The Special Servicing Fee. The special servicing fee:

     o    will be earned with respect to--

          1.   each specially serviced mortgage loan, if any; and

          2    each mortgage loan (other than the Park La Brea Apartments Trust
               Mortgage Loan), if any, as to which the corresponding mortgaged
               real property has become REO Property; and

     o    with respect to each such mortgage loan, will--

          1.   be calculated on the same interest accrual basis as that mortgage
               loan, which will be either of a 30/360 Basis or an Actual/360
               Basis (except in the case of partial periods of less than a
               month, when it will be calculated on the basis of the actual
               number of days elapsed in that partial period and a 360-day
               year);

          2.   accrue at a special servicing fee rate of 0.35% per annum (but in
               any event may not be less than $4,000 in any month with respect
               to any specially serviced mortgage loan and each mortgage loan as
               to which the corresponding mortgaged real property has become REO
               Property);

          3.   accrue on the same principal amount as interest accrues or is
               deemed to accrue from time to time on that mortgage loan; and

          4.   will be payable monthly from related liquidation proceeds,
               insurance proceeds and condemnation proceeds and then from
               general collections on all the mortgage loans and any REO
               Properties, that are on deposit in the master servicers'
               collection accounts from time to time.

     The Workout Fee. The special servicer will, in general, be entitled to
receive a workout fee with respect to each specially serviced mortgage loan that
has been worked out by it. The workout fee will be payable out of, and will be
calculated by application of a workout fee rate of 1.0% to, each collection of
interest and principal


                                       145



received on the subject mortgage loan for so long as it remains a worked out
mortgage loan. The workout fee with respect to any worked out mortgage loan will
cease to be payable if a new Servicing Transfer Event occurs with respect to the
mortgage loan. However, a new workout fee would become payable if the mortgage
loan again became a worked out mortgage loan with respect to that new Servicing
Transfer Event. If the special servicer is terminated or resigns, it will retain
the right to receive any and all workout fees payable with respect to those
mortgage loans (other than the Park La Brea Apartments Trust Mortgage Loan) that
became worked out mortgage loans during the period that it acted as special
servicer and remained (and with respect to those mortgage loans that, subject to
the conditions set forth in the pooling and servicing agreement, were about to
become) worked out mortgage loans at the time of its termination or resignation.
The successor special servicer will not be entitled to any portion of those
workout fees. Although workout fees are intended to provide the special servicer
with an incentive to better perform its duties, the payment of any workout fee
will reduce amounts payable to the certificateholders.

     The Principal Recovery Fee. Except as described in the following paragraph,
the special servicer will be entitled to receive a principal recovery fee with
respect to: (a) each specially serviced mortgage loan (or any replacement
mortgage loan substituted for it) for which the special servicer obtains a full
or discounted payoff from the related borrower; and (b) any specially serviced
mortgage loan or REO Property as to which the special servicer receives any
liquidation proceeds, insurance proceeds or condemnation proceeds. The principal
recovery fee will be payable from any full or discounted payoff, liquidation
proceeds, insurance proceeds or condemnation proceeds. As to each specially
serviced mortgage loan and REO Property, the principal recovery fee will be
payable from, and will be calculated by application of a principal recovery fee
rate of 1.0% to, the related payment or proceeds.

     Notwithstanding anything to the contrary described in the prior paragraph,
no principal recovery fee will be payable based on, or out of, payments or
proceeds received in connection with:

     o    the repurchase or replacement of any mortgage loan by a loan seller
          for a breach of representation or warranty or for defective or
          deficient loan documentation, as described under "Description of the
          Mortgage Pool--Repurchases and Substitutions" in this offering
          prospectus within the time period (or extension thereof) provided for
          such repurchase or replacement or, if such repurchase or replacement
          occurs after such time period, if the mortgage loan seller was acting
          in good faith to resolve such breach or defect, within such further
          period that will not end beyond the date that is one hundred twenty
          (120) days following the end of the initial time period, which is
          ninety (90) days, provided for such repurchase or replacement;

     o    except as described under "--Realization Upon Defaulted Mortgage
          Loans" below with respect to certain assignees, the purchase of any
          defaulted mortgage loan or REO Property by the special servicer or any
          single holder - or, if applicable, beneficial owner - of certificates
          evidencing the largest interest in the controlling class of the
          certificates, as described under "--Realization Upon Defaulted
          Mortgage Loans" below;

     o    the purchase of an A-Note Trust Mortgage Loan by the holder of the
          related B-Note Non-Trust Loan, as described under "Description of the
          Mortgage Pool--The Loan Combinations" in this offering prospectus,
          unless provided for under the related Loan Combination Intercreditor
          Agreement;

     o    the purchase of any mortgage loan by a mezzanine lender pursuant to
          the related mezzanine intercreditor agreement unless provided for
          under the related mezzanine intercreditor agreement;

     o    the purchase of all the mortgage loans and REO Properties by a master
          servicer, the special servicer or any single holder - or, if
          applicable, beneficial owner - of certificates evidencing the largest
          interest in the controlling class of the certificates in connection
          with the termination of the trust, as described under "Description of
          the Offered Certificates--Termination" in this offering prospectus;


                                       146



     o    the exchange, following the date on which the total principal balances
          of the offered certificates are reduced to zero, of all the remaining
          certificates (other than the class R-I and R-II certificates) for all
          the mortgage loans and REO Properties in the trust at the time of
          exchange, subject to the conditions set forth in the pooling and
          servicing agreement; and

     o    the payoff or liquidation of the Park La Brea Apartments Trust
          Mortgage Loan.

     Although principal recovery fees are intended to provide the special
servicer with an incentive to better perform its duties, the payment of any
principal recovery fee will reduce amounts payable to the certificateholders.

     Loan Combinations. Any special servicing fees, workout fees and principal
recovery fees with respect to a Loan Combination may be paid out of collections
on the entire Loan Combination, except to the extent those fees relate to a
B-Note Non-Trust Loan, in which case the special servicer will be entitled to
receive those fees solely from collections in respect of the subject B-Note
Non-Trust Loan.

     If the Park La Brea Apartments Loan Combination becomes a specially
serviced mortgage loan under the Series 2006-LDP8 Pooling and Servicing
Agreement, the Series 2006-LDP8 Special Servicer will be entitled to similar
compensation pursuant to such Series 2006-LDP8 Pooling and Servicing Agreement.
If funds received in respect of the Park La Brea Apartments Trust Mortgage Loan
are insufficient to pay such compensation to the Series 2006-LDP8 Special
Servicer, a pro rata portion of such amounts will be withdrawn from general
collections on the mortgage loans in the Series 2006-LDP8 Securitization and
from general collections on the mortgage loans in the trust. The special
servicer under the pooling and servicing agreement is not entitled to the
foregoing fees with respect to the Park La Brea Apartments Trust Mortgage Loan.

     Additional Servicing Compensation. As additional master servicing
compensation, each master servicer will be entitled to receive any Prepayment
Interest Excesses collected with respect to the mortgage loans it is responsible
for servicing (except to the extent required to offset any Prepayment Interest
Shortfalls and except to the extent they relate to the Park La Brea Apartments
Trust Mortgage Loan).

     In addition, the following items collected on any mortgage loan in the
mortgage pool will be allocated between the applicable master servicer and the
special servicer as additional compensation in accordance with the pooling and
servicing agreement:

     o    any late payment charges and Penalty Interest actually collected on
          any particular mortgage loan in the mortgage pool, which late payment
          charges and Penalty Interest are not otherwise applied--

          1.   to pay the applicable master servicer, the special servicer or
               the trustee, as applicable, any unpaid interest on Advances made
               by that party with respect to that mortgage loan or the related
               mortgaged real property,

          2.   to reimburse the trust fund for any interest on Advances that
               were made with respect to that mortgage loan or the related
               mortgaged real property, which interest was paid to the
               applicable master servicer, the special servicer or the trustee,
               as applicable, from a source of funds other than late payment
               charges and Penalty Interest collected on that mortgage loan,

          3.   to pay, or to reimburse the trust fund for, any expenses incurred
               by the special servicer in connection with inspecting the related
               mortgaged real property following a Servicing Transfer Event with
               respect to that mortgage loan or after that property has become
               an REO Property, or

          4.   to pay, or to reimburse the trust fund for, any other expenses
               incurred with respect to that mortgage loan or the related
               mortgaged real property that are or, if paid from a source


                                       147



               other than Penalty Interest and/or late payment charges collected
               on that mortgage loan, would result in an Additional Trust Fund
               Expense; and

     o    any modification fees, assumption fees, assumption application fees,
          earnout fees, release fees, consent/waiver fees, extension fees,
          defeasance fees and other comparable transaction fees and charges.

     Payment of Expenses; Servicing Advances. The master servicers and the
special servicer will each be required to pay their respective overhead costs
and any general and administrative expenses they incur in connection with their
servicing activities under the pooling and servicing agreement. Neither master
servicer nor the special servicer will be entitled to reimbursement for expenses
except as expressly provided in the pooling and servicing agreement.

     Any and all customary, reasonable and necessary out of pocket costs and
expenses incurred by a master servicer, the trustee or, in some cases, the
special servicer, in connection with the servicing of a mortgage loan, if a
default is imminent thereunder or after a default, delinquency or other
unanticipated event, or in connection with the administration of any REO
Property, will be servicing advances. Servicing advances will be reimbursable
from future payments and other collections, including insurance proceeds,
condemnation proceeds and liquidation proceeds, received in connection with the
related mortgage loan or REO Property.

     The special servicer will be required to notify the applicable master
servicer as to when it must make servicing advances with respect to a specially
serviced mortgage loan or REO Property (other than the Park La Brea Apartments
Trust Mortgage Loan or the Park La Brea Apartments REO Property). Generally, the
special servicer must make the request at least five business days (or, in an
emergency situation, not less than two business days) prior to the date the
Advance must be made. The applicable master servicer must make the requested
servicing advance within a specified number of days following its receipt of the
request. As discussed below, the special servicer will have the option, but not
the obligation, to make such Advances on an emergency or urgent basis.

     If a master servicer is required under the pooling and servicing agreement
to make a servicing advance, but does not do so within 15 days after the
servicing advance is required to be made, then the trustee will be required:

     o    if it has actual knowledge of the failure, to give that master
          servicer notice of its failure; and

     o    if the failure continues for five more business days, to make the
          servicing advance.

     Despite the foregoing discussion or anything else to the contrary in this
offering prospectus, none of the master servicers, the special servicer or the
trustee will be obligated to make servicing advances that, it determines in
accordance with the Servicing Standard (in the case of a master servicer or
special servicer) or its good faith business judgment (in the case of the
trustee), would not be ultimately recoverable, together with interest accrued on
that advance, from expected collections on the related mortgage loan or REO
Property. The trustee will be entitled to rely on any determination of
nonrecoverability made by a master servicer. In addition, the special servicer
may also determine that any servicing advance made or proposed to be made by a
master servicer or the trustee is not recoverable, together with interest
accrued on that servicing advance, from proceeds of the mortgage loan to which
that Advance relates, and the applicable master servicer and the trustee will be
required to act in accordance with that determination (on which determination
they will, as provided in the pooling and servicing agreement, be entitled to
conclusively rely).

     If a master servicer, the special servicer or the trustee makes any
servicing advance that it (or, in the case of a master servicer or the trustee,
the special servicer) subsequently determines, in its judgment, is not
recoverable, together with interest accrued on that Advance, from expected
collections on the related mortgage loan or REO Property, it may obtain
reimbursement for that Advance, together with interest on that Advance, out of
general collections on the mortgage loans it is responsible for servicing and
any REO Properties on deposit in its collection account (or, if the funds in its
collection account are insufficient, from similar funds in the other


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master servicer's collection account) from time to time subject to substantially
the same limitations and requirements as are applicable to P&I advances
described under "Description of the Offered Certificates--Advances of Delinquent
Monthly Debt Service Payments and Reimbursement of Advances" in this offering
prospectus. Each master servicer, the special servicer or the trustee may also
obtain reimbursement for any servicing advance that constitutes a
Workout-Delayed Reimbursement Amount out of general principal collections on the
mortgage loans and any REO Properties on deposit in the applicable master
servicer's collection account (or, if the funds in its collection account are
insufficient, from similar funds in the other master servicer's collection
account) from time to time subject to substantially the same limitations and
requirements as are applicable to P&I advances described under "Description of
the Offered Certificates--Advances of Delinquent Monthly Debt Service Payments
and Reimbursement of Advances" in this offering prospectus.

     The master servicers will be permitted to pay, and the special servicer may
direct the payment of, some servicing expenses directly out of the applicable
master servicer's collection account (or, if the funds in its collection account
are insufficient, from similar funds in the other master servicer's collection
account) and at times without regard to the relationship between the expense and
the funds from which it is being paid (subject to the limitations for
reimbursement of Advances from general collections), which may include servicing
expenses relating to the remediation of any adverse environmental circumstance
or condition at any of the mortgaged real properties.

     Each master servicer, the special servicer and the trustee will be entitled
to receive interest on servicing advances made by them. The interest will accrue
on the amount of each servicing advance, for so long as the servicing advance is
outstanding, at a rate per annum equal to the prime rate as published in the
"Money Rates" section of The Wall Street Journal, as that prime rate may change
from time to time. Interest accrued with respect to any servicing advance will
be payable in the collection period in which that Advance is reimbursed--

     o    first, out of Penalty Interest and late payment charges collected on
          the related mortgage loan during that collection period; and

     o    second, if and to the extent that the Penalty Interest and late
          charges referred to in clause first above are insufficient to cover
          the advance interest, out of any amounts then on deposit in the master
          servicer's collection account (or, if the funds in its collection
          account are insufficient, from similar funds in the other master
          servicer's collection account) subject to substantially the same
          limitations and requirements as are applicable to P&I advances
          described under "Description of the Offered Certificates--Advances of
          Delinquent Monthly Debt Service Payments and Reimbursement of
          Advances" in this offering prospectus.

     The special servicer may, but is not obligated to, make any servicing
advance on a specially serviced mortgage loan or REO Property that is required
on an emergency or urgent basis) and then request from the applicable master
servicer reimbursement of the servicing advance, together with interest thereon
as set forth in the pooling and servicing agreement. Upon the applicable master
servicer's reimbursing the special servicer for any such servicing advance, that
master servicer will be considered to have made that servicing advance as of the
date that the special servicer actually made it. The applicable master servicer
will have no obligation to reimburse from its own funds any advance made by the
special servicer that such master servicer determines to be nonrecoverable,
however, any such advance made by the special servicer will be reimbursable to
the special servicer from the trust fund as a Nonrecoverable Advance.

     Subject to certain conditions, the applicable master servicer may (and
must, if directed by the special servicer in connection with a specially
serviced mortgage loan or an REO Property) pay directly out of the collection
account any servicing advance that it considers to be nonrecoverable in
accordance with the Servicing Standard, provided that the applicable master
servicer or the special servicer has determined, in accordance with the
Servicing Standard, that this payment is in the best interests of the
certificateholders (or, if a Loan Combination is involved, the
certificateholders and holder(s) of the related Non-Trust Loan(s)), as a
collective whole.


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     The master servicers, the special servicer and the trustee under the
pooling and servicing agreement for our series ML-CFC 2006-4 certificates will
not have any obligation or authority to supervise the Series 2006-LDP8 Master
Servicer or the Series 2006-LDP8 Trustee or to make servicing advances with
respect to the Park La Brea Apartments Loan Combination. Pursuant to the Series
2006-LDP8 Pooling and Servicing Agreement, the Series 2006-LDP8 Master Servicer
and the Series 2006-LDP8 Trustee will be required to make servicing advances
with respect to the Park La Brea Apartments Loan Combination, subject, in each
case, to its recoverability determination. In the event that the Series
2006-LDP8 Master Servicer or the Series 2006-LDP8 Trustee makes any servicing
advance with respect to the Park La Brea Apartments Loan Combination that
becomes a non-recoverable advance, then the trust will be required to reimburse
the Series 2006-LDP8 Master Servicer or the Series 2006-LDP8 Trustee under the
Series 2006-LDP8 Pooling and Servicing Agreement, as applicable, upon demand,
for its pro rata share of such servicing advances, together with interest
thereon at the reimbursement rate provided in the Series 2006-LDP8 Pooling and
Servicing Agreement.

     For additional information regarding reimbursement of servicing advances,
see "Description of the Offered Certificates--Advances of Delinquent Monthly
Debt Service Payments and Reimbursement of Advances" in this offering
prospectus.

     Certain Litigation Matters. The management, prosecution, defense and/or
settlement of claims and litigation relating to any mortgage loan brought
against the trust fund or any party to the pooling and servicing agreement will
generally be handled by the applicable master servicer and the special servicer,
as more specifically provided for in the pooling and servicing agreement.

TRUSTEE COMPENSATION

     The trustee will be entitled to a monthly fee for its services, which fee
     will--

     o    accrue at a rate of 0.0004% per annum,

     o    accrue on the Stated Principal Balance of each mortgage loan
          outstanding from time to time, and

     o    be calculated on the same interest accrual basis as is applicable to
          the subject mortgage loan.

     The trustee fee is payable out of general collections on the mortgage loans
and any REO Properties in the trust.

     In addition, the trustee will be authorized to invest or direct the
investment of funds held in its distribution account and interest reserve
account in Permitted Investments. See "Description of the Offered
Certificates--Distribution Account" and "--Interest Reserve Account" in this
offering prospectus. It will be--

     o    entitled to retain any interest or other income earned on those funds,
          and

     o    required to cover any losses of principal of those investments from
          its own funds.

     The trustee will not be obligated, however, to cover any losses resulting
from the bankruptcy or insolvency of any depository institution or trust company
(other than itself or an affiliate) holding the distribution account or the
interest reserve account.

SUB-SERVICERS

     Subject to such limitations as may be provided for in the pooling and
servicing agreement, each master servicer and the special servicer may each
delegate any of its servicing obligations under the pooling and servicing
agreement to any one or more third-party primary servicers. Any delegation of
servicing obligations by the special servicer will be subject to the consent of
the controlling class representative. Each master servicer or


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the special servicer, as the case may be, will remain obligated under the
pooling and servicing agreement for any duties delegated to a sub-servicer.

     The pooling and servicing agreement will permit each master servicer and,
with the consent of the controlling class representative, the special servicer
to enter into sub-servicing agreements to provide for the performance by third
parties of any or all of their respective obligations under the pooling and
servicing agreement, provided that in each case, the sub-servicing agreement:
(a) is consistent with the pooling and servicing agreement in all material
respects, requires the sub-servicer to comply with all of the applicable
conditions of the pooling and servicing agreement and, with limited exceptions,
includes events of default with respect to the sub-servicer substantially
similar to the events of default applicable to the applicable master servicer or
the special servicer, as the case may be; (b) provides that if the applicable
master servicer or the special servicer, as the case may be, for any reason no
longer acts in that capacity thereunder, including by reason of an event of
default, the trustee or its designee may (i) assume all of the rights and,
except to the extent such obligations arose prior to the date of assumption,
obligations of the applicable master servicer or the special servicer, as the
case may be, under such agreement or (ii) except with respect only to the
sub-servicing agreements in effect as of the date of initial issuance of the
certificates, terminate the sub-servicing agreement without cause and without
payment of any penalty or termination fee; (c) provides that the trustee, for
the benefit of the certificateholders and, in the case of a sub-servicing
agreement relating to a Loan Combination, the related B-Note Loan Noteholder(s),
will each be a third party beneficiary under such agreement; (d) permits any
purchaser of a mortgage loan pursuant to the pooling and servicing agreement to
terminate the sub-servicing agreement with respect to the purchased mortgage
loan at its option and without penalty; (e) does not permit the sub-servicer to
enter into or consent to any material modification, extension, waiver or
amendment or otherwise take any enforcement action on behalf of the applicable
master servicer or the special servicer, without the consent of the applicable
master servicer or the special servicer, as the case may be, or conduct any sale
of a mortgage loan or REO Property; and (f) does not permit the sub-servicer any
direct rights of indemnification that may be satisfied out of assets of the
trust fund. In addition, pursuant to the pooling and servicing agreement, each
sub-servicing agreement entered into by a master servicer must provide that such
agreement will, with respect to any mortgage loan, terminate at the time such
mortgage loan becomes a specially serviced mortgage loan or, alternatively, be
subject to the special servicer's rights to service such mortgage loan for so
long as such mortgage loan continues to be a specially serviced mortgage loan;
and each sub-servicing agreement entered into by the special servicer may relate
only to specially serviced mortgage loans and must terminate with respect to any
such mortgage loan which ceases to be a specially serviced mortgage loan.

     The pooling and servicing agreement will require the master servicers and
the special servicer, for the benefit of the trustee, the certificateholders
and, in the case of a Loan Combination, the related B-Note Loan Noteholder(s),
to monitor the performance and enforce the obligations of their respective
sub-servicers under the related sub-servicing agreements. Further, the pooling
and servicing agreement will provide that, notwithstanding any sub-servicing
agreement, the master servicers and the special servicer will remain obligated
and liable to the trustee, the certificateholders and the B-Note Loan
Noteholder(s) for the performance of their respective obligations and duties
under the pooling and servicing agreement as if each alone were servicing and
administering the subject mortgage loans, and each master servicer and the
special servicer will be responsible, without right of reimbursement, for all
compensation of each sub-servicer retained by it.

THE CONTROLLING CLASS REPRESENTATIVE AND THE LOAN COMBINATION CONTROLLING
PARTIES

     Controlling Class. As of any date of determination, the controlling class
of certificateholders will be the holders of the most subordinate class of
certificates then outstanding, other than the class XC and XP, R-I and R-II
certificates, that has a total principal balance that is greater than 25% of
that class's original total principal balance. However, if no class of
certificates, other than the class XC and XP, R-I and R-II certificates, has a
total principal balance that satisfies this requirement, then the controlling
class of certificateholders will be the holders of the most subordinate class of
certificates then outstanding, other than the class XC and XP, R-I and R-II
certificates. The class A-1, A-2, A-2FL, A-3, A-3FL, A-SB and A-1A certificates
will be treated as a single class for purposes of determining, and exercising
the rights of, the controlling class. Appraisal Reduction Amounts will


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not be considered in determining the principal balance outstanding on the
applicable class of certificates for the purpose of determining the controlling
class.

     Selection of the Controlling Class Representative. The holders of
certificates representing more than 50% of the total principal balance of the
controlling class of certificates will be entitled to--

     o    select a representative having the rights and powers described under
          "--Rights and Powers of The Controlling Class Representative and the
          Loan Combination Controlling Parties" below; or

     o    replace an existing controlling class representative.

     The trustee will be required to promptly notify all the certificateholders
of the controlling class that they may select a controlling class representative
upon:

     o    the receipt by the trustee of written requests for the selection of a
          controlling class representative from the holders of certificates
          representing more than 50% of the total principal balance of the
          controlling class of certificates;

     o    the resignation or removal of the person acting as controlling class
          representative; or

     o    a determination by the trustee that the controlling class of
          certificateholders has changed.

     The notice will explain the process for selecting a controlling class
representative. The appointment of any person as the controlling class
representative will generally not be effective until that person provides the
trustee, each master servicer and the special servicer with--

     o    written confirmation of its acceptance of its appointment;

     o    an address and facsimile number for the delivery of notices and other
          correspondence; and

     o    a list of officers or employees of the person with whom the parties to
          the pooling and servicing agreement may deal, including their names,
          titles, work addresses and facsimile numbers.

     We anticipate that an affiliate of the initial special servicer will
purchase certain non-offered classes of certificates, including the class S
certificates (which will be the initial controlling class of certificates), and
will be the initial controlling class representative.

     Resignation and Removal of the Controlling Class Representative. The
controlling class representative may at any time resign by giving written notice
to the trustee and each certificateholder of the controlling class. The holders
of certificates representing more than 50% of the total principal balance of the
controlling class of certificates, will be entitled to remove any existing
controlling class representative by giving written notice to the trustee and to
the existing controlling class representative.

     Rights and Powers of the Controlling Class Representative and the Loan
Combination Controlling Parties. The special servicer will be required to
prepare an asset status report for each mortgage loan (other than the Park La
Brea Apartments Trust Mortgage Loan) that becomes a specially serviced mortgage
loan, not later than 60 days after the servicing of the mortgage loan is
transferred to the special servicer. Each asset status report is to include,
among other things, a summary of the status of the subject specially serviced
mortgage loan and negotiations with the related borrower and a summary of the
special servicer's recommended action with respect to the subject specially
serviced mortgage loan. Each asset status report is required to be delivered to
the controlling class representative, among others, by the special servicer.


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     If, within 10 business days of receiving an asset status report that
relates to a mortgage loan (other than the Park La Brea Apartments Trust
Mortgage Loan) and that relates to a recommended action to which the controlling
class representative is entitled to object, as described below, the controlling
class representative does not disapprove the asset status report in writing,
then the special servicer will be required to take the recommended action as
outlined in the asset status report; provided, however, that the special
servicer may not take any action that is contrary to applicable law, the
Servicing Standard or the terms of the applicable loan documents. If the
controlling class representative disapproves an initial asset status report, the
special servicer will be required to revise that asset status report and deliver
to the controlling class representative, among others, a new asset status report
as soon as practicable, but in no event later than 30 days after such
disapproval.

     The special servicer will be required to continue to revise an asset status
report (with respect to a mortgage loan other than the Park La Brea Apartments
Trust Mortgage Loan) as described above until the controlling class
representative does not disapprove a revised asset status report in writing
within 10 business days of receiving the revised asset status report or until
the special servicer makes one of the determinations described below. The
special servicer may, from time to time, modify any asset status report (with
respect to a mortgage loan other than the Park La Brea Apartments Trust Mortgage
Loan) it has previously so delivered and implement such modified report;
provided that the modified report shall have been prepared, reviewed and not
rejected as described above. Notwithstanding the foregoing, the special servicer
may, following the occurrence of an extraordinary event with respect to the
related mortgaged real property take any action set forth in an asset status
report (that is consistent with the terms of the pooling and servicing
agreement) before the expiration of a 10-business day period if the special
servicer has reasonably determined that failure to take the action would
materially and adversely affect the interests of the certificateholders, and the
special servicer has made a reasonable effort to contact the controlling class
representative. The foregoing discussion notwithstanding, the special servicer
will be required to determine whether any affirmative disapproval is not in the
best interest of all the certificateholders pursuant to the Servicing Standard.

     In the event the controlling class representative and the special servicer
have been unable to agree upon an asset status report with respect to a
specially serviced mortgage loan within 90 days of the controlling class
representative's receipt of the initial asset status report, the special
servicer must implement the actions directed by the controlling class
representative unless doing so would result in any of the consequences
contemplated in clauses (a) through (d) in the third following paragraph, in
which event the special servicer must implement the actions described in the
most recent asset status report submitted to the controlling class
representative by the special servicer that is consistent with the Servicing
Standard. Notwithstanding the fact that an asset status report has been prepared
and/or approved, the controlling class representative will remain entitled to
advise and object regarding the actions described below and any related asset
status report will not be a substitute for the exercise of those rights.

     Notwithstanding the foregoing discussion, with respect to each mortgage
loan in the trust fund that is part of a Loan Combination, the related Loan
Combination Intercreditor Agreement may contain provisions regarding the review,
approval and implementation of asset status reports with respect to the related
Loan Combination that are different from those described above.

     No direction of the controlling class representative in connection with any
asset status report may (a) require or cause the special servicer to violate the
terms of the subject mortgage loan, applicable law or any provision of the
related Loan Combination Intercreditor Agreement, if applicable, or the pooling
and servicing agreement, including the special servicer's obligation to act in
the best interests of all the certificateholders (and, in the case of a Loan
Combination, the holders of the related B-Note Non-Trust Loan(s)) in accordance
with the Servicing Standard and to maintain the REMIC status of REMIC I and
REMIC II, (b) result in the imposition of any tax on "prohibited transactions"
or contributions after the startup date of either REMIC I or REMIC II under the
Code, (c) expose any party to the pooling and servicing agreement, any mortgage
loan seller or the trust fund to any claim, suit or liability or (d) expand the
scope of the applicable master servicer's, the trustee's or the special
servicer's responsibilities under the pooling and servicing agreement.


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     In addition, the controlling class representative will be entitled to
advise the special servicer with respect to the following actions (except with
respect to the Park La Brea Apartments Trust Mortgage Loan), and the special
servicer will not be permitted to take (or consent to the applicable master
servicer taking) any of the following actions with respect to the mortgage loans
(except with respect to the Park La Brea Apartments Trust Mortgage Loan) as to
which the controlling class representative has objected in writing within 10
business days of having been notified in writing of the particular proposed
action (provided that, with respect to non-specially serviced mortgage loans,
this 10-business day notice period may not exceed by more than five (5) business
days the 10 business days during which the special servicer can object to the
applicable master servicer taking actions described under "--Enforcement of
Due-on-Sale and Due-on-Encumbrance Provisions" and "--Modifications, Waivers,
Amendments and Consents" below):

     o    any foreclosure upon or comparable conversion (which may include
          acquisition of an REO Property) of the ownership of properties
          securing a specially serviced mortgage loan as comes into and
          continues in default;

     o    any modification or consent to a modification of a material term of a
          mortgage loan, including the timing of payments or an extension of the
          maturity date of a mortgage loan;

     o    any proposed sale of any defaulted mortgage loan or any REO Property,
          other than in connection with the termination of the trust as
          described under "Description of the Offered Certificates--Termination"
          in this offering prospectus or, in the case of a defaulted mortgage
          loan, other than in connection with the purchase option described
          under "--Realization Upon Defaulted Mortgage Loans--Fair Value Call"
          in this offering prospectus, for less than the outstanding principal
          balance of the related mortgage loan, plus accrued interest (exclusive
          of Penalty Interest), expenses and fees;

     o    any determination to bring an REO Property into compliance with
          applicable environmental laws or to otherwise address hazardous
          material located at the REO Property;

     o    any release of material real property collateral for any mortgage
          loan, other than (a) where the release is not conditioned upon
          obtaining the consent of the lender or certain specified conditions
          being fulfilled, (b) upon satisfaction of that mortgage loan, (c) in
          connection with a pending or threatened condemnation action or (d) in
          connection with a full or partial defeasance of that mortgage loan;

     o    any acceptance of substitute or additional real property collateral
          for any mortgage loan (except where the acceptance of the substitute
          or additional collateral is not conditioned upon obtaining the consent
          of the lender, in which case only notice to the controlling class
          representative will be required);

     o    any waiver of a due-on-sale or due-on-encumbrance clause in any
          mortgage loan;

     o    any releases of earn-out reserves or related letters of credit with
          respect to a mortgaged real property securing a mortgage loan (other
          than where the release is not conditioned upon obtaining the consent
          of the lender, in which case only notice to the controlling class
          representative will be required);

     o    any termination or replacement, or consent to the termination or
          replacement, of a property manager with respect to any mortgaged real
          property or any termination or change, or consent to the termination
          or change, of the franchise for any mortgaged real property operated
          as a hospitality property (other than where the action is not
          conditioned upon obtaining the consent of the lender, in which case
          only prior notice will be required to be delivered to the controlling
          class representative);


                                      154



     o    any determination that an insurance-related default is an Acceptable
          Insurance Default or that earthquake or terrorism insurance is not
          available at commercially reasonable rates; and

     o    any waiver of insurance required under the related loan documents
          (except as contemplated in the preceding bullet).

     In the case of the Park La Brea Apartments Loan Combination, the Park La
Brea Apartments Controlling Party will have substantially similar (but not
identical) rights and powers with respect to the Park La Brea Apartments Loan
Combination if it becomes a specially serviced mortgage loan pursuant to the
Series 2006-LDP8 Pooling and Servicing Agreement.

     Notwithstanding the foregoing, no advice, direction or objection given or
made by the controlling class representative, as contemplated by any of the
preceding paragraphs of this "--Rights and Powers of The Controlling Class
Representative" subsection, may--

     o    require or cause the applicable master servicer or the special
          servicer to violate applicable law, the terms of any mortgage loan or
          any other provision of the pooling and servicing agreement, including
          the applicable master servicer's or the special servicer's obligation
          to act in accordance with the Servicing Standard and the loan
          documents;

     o    cause the issuing entity to fail to qualify as one or more REMICs or
          result in an adverse tax consequence for the issuing entity, except
          that the controlling class representative may advise or direct the
          issuing entity to earn "net income from foreclosure property" that is
          subject to tax with the consent of the special servicer, if the
          special servicer determines that the net after-tax benefit to
          certificateholders is greater than another method of operating or
          net-leasing the subject mortgaged real properties;

     o    expose the trust, us, the applicable master servicer, the special
          servicer, the trustee or any of our or their respective affiliates,
          directors, officers, employees or agents, to any material claim, suit
          or liability;

     o    materially expand the scope of the applicable master servicer's or the
          special servicer's responsibilities under the pooling and servicing
          agreement; or

     o    cause the applicable master servicer or the special servicer to act,
          or fail to act, in a manner which violates the Servicing Standard.

     In addition, if the special servicer determines that immediate action is
necessary to protect the interests of the certificateholders and any related
Non-Trust Holder, as a collective whole, it may take such action without waiting
for a response from the controlling class representative.

     The master servicers and the special servicer are each required to
disregard any advice, direction or objection on the part of the controlling
class representative that would have any of the effects described in the
immediately preceding five bullets.

     Furthermore, the special servicer will not be obligated to seek approval
from the controlling class representative for any actions to be taken by the
special servicer with respect to any particular specially serviced mortgage loan
if (i) the special servicer has notified the controlling class representative in
writing of various actions that the special servicer proposes to take with
respect to the workout or liquidation of that mortgage loan and (ii) for a
specified number of days following the first such notice, the controlling class
representative has objected to all of the proposed actions and has failed to
suggest any alternative actions that the special servicer considers to be
consistent with the Servicing Standard.

     Notwithstanding the foregoing discussion, with respect to the Park La Brea
Apartments Loan Combination, the controlling class representative for our series
ML-CFC 2006-4 certificates will have no approval


                                      155



rights for actions the Series 2006-LDP8 Master Servicer and Series 2006-LDP8
Special Servicer take with respect to the Park La Brea Apartments Loan
Combination. The Park La Brea Apartments Controlling Party (which is the
"directing holder" of the Series 2006-LDP8 Securitization) will act as the
controlling class representative with respect to the Park La Brea Apartments
Loan Combination. As designee of the holder of the Park La Brea Apartments Trust
Mortgage Loan, the controlling class representative for our series ML-CFC 2006-4
certificates will solely have the right, on a non-binding basis, to consult with
the Series 2006-LDP8 Master Servicer and Series 2006-LDP8 Special Servicer
regarding such servicing actions as described above under "Description of the
Mortgage Pool --The Loan Combinations--The Park La Brea Apartments Loan
Combination".

     WHEN REVIEWING THE REST OF THIS "SERVICING OF THE MORTGAGE LOANS" SECTION,
IT IS IMPORTANT THAT YOU CONSIDER THE EFFECTS THAT THE RIGHTS AND POWERS OF THE
CONTROLLING CLASS REPRESENTATIVE (AND, IN THE CASE OF THE MORTGAGE LOANS THAT
ARE PART OF LOAN COMBINATIONS, THE RELATED B-NOTE LOAN NOTEHOLDERS) COULD HAVE
ON THE ACTIONS OF THE SPECIAL SERVICER AND, IN SOME CASES, THE APPLICABLE MASTER
SERVICER.

     Certain Liability and Expense Matters. In general, any and all expenses of
the controlling class representative are to be borne by the holders of the
controlling class in proportion to their respective percentage interests in that
class, and not by the trust; and all expenses borne by the related B-Note Loan
Noteholder are to be borne by that holder. However, if a claim is made against
the controlling class representative by a borrower under a mortgage loan, the
controlling class representative is required to immediately notify the trustee,
the applicable master servicer and the special servicer. The special servicer on
behalf of the trust will, subject to the discussion under "Description of the
Governing Documents--Matters Regarding the Master Servicer, the Special
Servicer, the Manager and Us" in the accompanying base prospectus, assume the
defense of the claim against the controlling class representative), but only
if--

     o    the special servicer or the trust are also named parties to the same
          action; and

     o    in the sole reasonable judgment of the special servicer:

          1.   the controlling class representative acted in good faith, without
               gross negligence or willful misfeasance, with regard to the
               particular matter at issue; and

          2.   there is no potential for the special servicer or the trust to be
               an adverse party in the action as regards the controlling class
               representative.

If the conditions specified in the two bullets in the preceding sentence are not
satisfied, then the special servicer will not be required to assume the defense
of the subject claim.

     The controlling class representative, the Park La Brea Apartments
Controlling Party and the B-Note Loan Noteholders may have special relationships
and interests that conflict with those of the holders of one or more classes of
the offered certificates. In addition, the controlling class representative does
not have any duties or liabilities to the holders of any class of certificates
other than the controlling class, and neither the Park La Brea Apartments
Controlling Party nor the B-Note Loan Noteholders have any duties or liabilities
to the holders of any class of certificates. The controlling class
representative may act solely in the interests of the certificateholders of the
controlling class and, with respect to any Loan Combination, the Park LaBrea
Apartments Controlling Party and the related B-Note Loan Noteholder(s), as the
case may be, may act solely in their own interests, and none of such parties
will have any liability to any certificateholders for having done so. No
certificateholder may take any action against the controlling class
representative for its having acted solely in the interests of the
certificateholders of the controlling class. Similarly, no certificateholder may
take any action against the Park La Brea Apartments Controlling Party or a
B-Note Loan Noteholder for having acted solely in its own interest.


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REPLACEMENT OF THE SPECIAL SERVICER

     Certificateholders entitled to a majority of the voting rights allocated to
the controlling class of certificates may terminate an existing special servicer
and appoint a successor thereto. In addition, if the special servicer is
terminated in connection with an event of default, certificateholders entitled
to a majority of the voting rights allocated to the controlling class of
certificates may appoint a successor. See "--Events of Default" and "--Rights
Upon Event of Default" below. In either case, any appointment of a successor
special servicer will be subject to, among other things, receipt by the trustee
of--

     o    written confirmation from each rating agency rating the certificates
          that the appointment will not result in a qualification, downgrade or
          withdrawal of any of the ratings then assigned thereby to the
          certificates; and

     o    the written agreement of the proposed special servicer to be bound by
          the terms and conditions of the pooling and servicing agreement,
          together with an opinion of counsel regarding, among other things, the
          enforceability of the pooling and servicing agreement against the
          proposed special servicer.

     Subject to the foregoing, any certificateholder or any affiliate of a
certificateholder may be appointed as special servicer.

     If the controlling class of certificateholders terminates an existing
special servicer without cause, then the reasonable out-of-pocket costs and
expenses of any related transfer of servicing duties are to be paid by the
certificateholders that voted to remove the terminated special servicer. Any
terminated special servicer will be entitled to reclaim all amounts accrued or
owing to it under the pooling and servicing agreement.

     With respect to the Park La Brea Apartments Loan Combination, the Park La
Brea Apartments Controlling Party will have the right, subject to the conditions
and restrictions set forth in the Series 2006-LDP8 Pooling and Servicing
Agreement and the Park La Brea Apartments Intercreditor Agreement, to cause the
Series 2006-LDP8 Special Servicer to be terminated without cause with respect to
the Park La Brea Apartments Loan Combination.

BENEFICIAL OWNERS OF THE CONTROLLING CLASS

     If the controlling class of certificates is held in book-entry form, then
any beneficial owner of those certificates whose identity and beneficial
ownership interest has been proven to the satisfaction of the trustee, will be
entitled--

     o    to receive all notices described under "--The Controlling Class
          Representative and the Loan Combination Controlling Parties" and
          "--Replacement of the Special Servicer" above; and

     o    to exercise directly all rights described under "--The Controlling
          Class Representative and the Loan Combination Controlling Parties" and
          "--Replacement of the Special Servicer" above,

that it otherwise would if it were the registered holder of certificates of the
controlling class.

     Beneficial owners of controlling class certificates held in book-entry form
will likewise be subject to the same limitations on rights and the same
obligations as they otherwise would if they were registered holders of
certificates of the controlling class.

ENFORCEMENT OF DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS

     In general, the master servicer may not waive any due on sale or due on
encumbrance clause in any mortgage loan or consent to the assumption of any
mortgage loan or, in the case of any transfers, assumptions


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and/or further encumbrances that, by the terms of the related loan documents, do
not require the lender's consent if specified conditions have been satisfied,
make any determination with respect to whether any such conditions have been
satisfied, except that in the case of a mortgage loan sold to the depositor by
PNC Bank National Association that is not a specially serviced mortgage loan,
Midland Loan Services, Inc. may grant any such waiver or consent or make any
such determination with the consent of the special servicer. Subject to the
foregoing discussion and the discussions under "--The Controlling Class
Representative and the Loan Combination Controlling Parties" above and
"--Modifications, Waivers, Amendments and Consents" below, Midland, with respect
to mortgage loans sold to the depositor by PNC Bank that are not specially
serviced mortgage loans and the special servicer, with respect to all other
mortgage loans (other than with respect to the Park La Brea Apartments Trust
Mortgage Loan), will be required to enforce, on behalf of the trust fund, any
right the lender under any mortgage loan may have under either a due-on-sale or
due-on-encumbrance clause, unless Midland, with respect to mortgage loans sold
to the depositor by PNC Bank that are not specially serviced mortgage loans
(with the consent of the special servicer) or the special servicer, as
applicable, has determined that waiver of the lender's rights under such clauses
would be in accordance with the Servicing Standard. However, subject to the
related loan documents and applicable law, neither Midland, with respect to
mortgage loans sold to the depositor by PNC Bank that are not specially serviced
mortgage loans, nor the special servicer may waive its rights or grant its
consent under any related due-on-sale or due-on-encumbrance clause--

     o    in respect of any mortgage loan that--

          1.   has a principal balance of $35,000,000 or more (with respect to
               S&P in the case of a due-on-sale clause), $20,000,000 or more
               (with respect to S&P in the case of a due-on-encumbrance clause)
               or $25,000,000 or more (with respect to Moody's in the case of
               either a due-on-sale clause or a due-on-encumbrance clause) at
               the time of determination or has, whether (a) individually, (b)
               as part of a group of cross-collateralized mortgage loans or (c)
               as part of a group of mortgage loans made to affiliated
               borrowers, a principal balance that is equal to or greater than
               5% or more (with respect to S&P in the case of a due-on-sale
               clause and with respect to Moody's in the case of either a
               due-on-sale clause or a due-on-encumbrance clause) or 2% or more
               (with respect to S&P in the case of a due-on-encumbrance clause)
               of the aggregate outstanding principal balance of the mortgage
               pool at the time of determination; or

          2.   is one of the ten largest mortgage loans (which for this purpose
               includes groups of cross-collateralized mortgage loans and groups
               of mortgage loans made to affiliated borrowers) by outstanding
               principal balance at the time of determination; or

     o    where, in the case of a due-on-encumbrance clause only, the subject
          mortgage loan, taking into account existing debt on the related
          mortgaged real property and the proposed additional debt as if such
          total debt were a single mortgage loan, would have a loan-to-value
          ratio equal to or greater than 85% or a debt service coverage ratio
          equal to or less than 1.20:1;

unless, with some exceptions, it receives prior written confirmation from each
applicable rating agency that this action would not result in the qualification,
downgrade or withdrawal of any of the ratings then assigned by the rating agency
to the certificates (or placement of the certificates on negative credit watch
status in contemplation of such rating action). Also, Midland may not waive its
rights or grant its consent under any due-on-sale or due-on-encumbrance clause
described in this paragraph until it has received consent of the special
servicer. Further, neither Midland nor the special servicer may consent to the
transfer of any mortgaged real property that secures a group of
cross-collateralized mortgage loans, unless all of the mortgaged real properties
securing such group of mortgage loans are transferred at the same time, or the
controlling class representative consents to the transfer.


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     With respect to the Park La Brea Apartments Loan Combination, the Series
2006-LDP8 Master Servicer and Series 2006-LDP8 Special Servicer will be required
to enforce, on behalf of the issuing entity (and the Series 2006-LDP8
certificateholders), any right the lender under the Park La Brea Apartments Loan
Combination may have under either a due-on-sale or a due-on-encumbrance clause
set forth in the loan documents for the Park La Brea Apartments Loan Combination
in accordance with the Series 2006-LDP8 Pooling and Servicing Agreement.

MODIFICATIONS, WAIVERS, AMENDMENTS AND CONSENTS

     The special servicer, with respect to any specially serviced mortgage loan
(excluding the Park La Brea Apartments Trust Mortgage Loan) may, consistent with
the Servicing Standard agree to:

     o    modify, waive or amend any term of the subject mortgage loan;

     o    extend the maturity of the subject mortgage loan;

     o    defer or forgive the payment of interest on and principal of the
          subject mortgage loan;

     o    defer or forgive the payment of prepayment premiums, yield maintenance
          charges and late payment charges on the subject mortgage loan;

     o    permit the release, addition or substitution of collateral securing
          the subject mortgage loan;

     o    permit the release, addition or substitution of the borrower or any
          guarantor with respect to the subject mortgage loan; or

     o    provide consents with respect to any leasing activity at the mortgaged
          real property securing the subject mortgage loan;

provided that the ability of the special servicer to agree to any of the
foregoing, however, is subject to the discussion under "--The Controlling Class
Representative and the Loan Combination Controlling Parties" and "--Enforcement
of Due-on-Sale and Due-on-Encumbrance Provisions" above in this offering
prospectus and further, to the limitations, conditions and restrictions
discussed below.

     The special servicer may agree to or consent to (or permit the applicable
master servicer to agree to or consent to) the modification, waiver or amendment
of any term of any mortgage loan that would--

     o    affect the amount or timing of any related payment of principal,
          interest or other amount (including prepayment premiums or yield
          maintenance charges, but excluding Penalty Interest and amounts
          payable as additional servicing compensation) payable under the
          mortgage loan (including, subject to the discussion in the third
          following paragraph, extend the date on which any related balloon
          payment is due); or

     o    affect the obligation of the related borrower to pay a prepayment
          premium or yield maintenance charge or permit a principal prepayment
          during any period in which the related mortgage note prohibits
          principal prepayments; or

     o    in the special servicer's judgment, materially impair the security for
          the mortgage loan or reduce the likelihood of timely payment of
          amounts due on the mortgage loan;

provided that a material default on the mortgage loan has occurred or, in the
special servicer's judgment, a material default on the mortgage loan is
reasonably foreseeable, and the modification, waiver, amendment or other action
is reasonably likely to produce a greater recovery to the certificateholders, as
a collective whole, on a present value basis, than would liquidation.

     Neither master servicer nor the special servicer may release any mortgaged
real property securing a mortgage loan, except as otherwise allowed by the
pooling and servicing agreement.


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     Neither master servicer nor the special servicer may extend the maturity
date of any mortgage loan to a date beyond the earliest of--

          1.   two years prior to the rated final distribution date; and

          2.   if the mortgage loan is secured by a mortgage on the related
               borrower's leasehold interest (and not the corresponding fee
               interest) in the related mortgaged real property, 20 years (or,
               to the extent consistent with the Servicing Standard, giving due
               consideration to the remaining term of the related ground lease
               and with the consent of the controlling class representative, 10
               years) prior to the end of the then-current term of the related
               ground lease, plus any unilateral options to extend such term.

     Neither master servicer nor the special servicer may make or permit any
modification, waiver or amendment of any term of any mortgage loan that would--

     o    cause any of the Park La Brea Apartments individual loan REMIC, REMIC
          I or REMIC II to fail to qualify as a REMIC under the Code;

     o    result in the imposition of any tax on prohibited transactions or
          contributions after the startup date of any of the Park La Brea
          Apartments individual loan REMIC, REMIC I or REMIC II under the Code;
          or

     o    adversely affect the status of any portion of the trust that is
          intended to be a grantor trust under the Code.

     Generally, the master servicers may not agree to modify, waive or amend the
term of any mortgage loan without the consent of the special servicer. Subject
to the foregoing discussion, however, either master servicer, without the
approval of the special servicer, the controlling class representative or any of
the rating agencies, may modify, waive or amend certain terms of non-specially
serviced mortgage loans for which it is acting as master servicer as specified
in the pooling and servicing agreement, including, without limitation--

     o    approving certain waivers of non-material covenant defaults;

     o    approving certain leasing activity;

     o    waiving certain late payment charges and Penalty Interest subject to
          the limitations in the pooling and servicing agreement;

     o    approving certain consents with respect to rights-of-way, easements or
          similar agreements and consents to subordination of the related
          mortgage loan to such easements, rights-of-way or similar agreements,
          that do not materially affect the use or value of the mortgaged real
          property or materially interfere with the borrower's ability to make
          related payments;

     o    approving releases of unimproved parcels of a mortgaged real property;

     o    approving annual budgets to operate mortgaged real properties;

     o    approving certain temporary waivers of requirements in loan documents
          with respect to insurance deductible amounts or claims-paying ability
          ratings of insurance providers; and

     o    consenting to changing the property manager with respect to a mortgage
          loan with an unpaid principal balance of less than $2,000,000.

     The foregoing limitations, conditions and restrictions will not apply to
any of the acts or circumstances referenced in this "--Modifications, Waivers,
Amendments and Consents" section that is provided for under the terms of the
subject mortgage loan in effect on the date of initial issuance of the offered
certificates or that is solely within the control of the related borrower. Also,
neither master servicer nor the special servicer will be


                                      160



required to oppose the confirmation of a plan in any bankruptcy or similar
proceeding involving a borrower if, in its judgment, opposition would not
ultimately prevent the confirmation of the plan or one substantially similar.

     Neither master servicer nor the special servicer will have any liability to
the trust, the certificateholders or any other person for any determination made
by it in connection with a modification, waiver or amendment of a mortgage loan
that is made in accordance with the Servicing Standard.

     All modifications, waivers and amendments entered into by a master servicer
and/or the special servicer with respect to the mortgage loans are to be in
writing. Each master servicer and the special servicer must deliver to the
trustee for deposit in the related mortgage file, an original counterpart of the
agreement relating to each modification, waiver or amendment agreed to by it,
promptly following its execution.

     Modifications, waivers, amendments and consents in respect of the Park La
Brea Apartments Loan Combination will be addressed by the Series 2006-LDP8
Master Servicer or Series 2006-LDP8 Special Servicer, as applicable, in
accordance with the Series 2006-LDP8 Pooling and Servicing Agreement.

REQUIRED APPRAISALS

     The special servicer must make commercially reasonable efforts to obtain,
within 60 days of the occurrence of any Appraisal Trigger Event with respect to
any of the mortgage loans (other than the Park La Brea Apartments Trust Mortgage
Loan), and deliver to the trustee, the applicable master servicer and the
controlling class representative, a copy of an appraisal of the related
mortgaged real property from an independent appraiser meeting the qualifications
imposed in the pooling and servicing agreement, unless an appraisal had
previously been obtained within the prior 12 months and the special servicer has
no actual knowledge of a material adverse change in the condition of the related
mortgaged real property in which case such appraisal may be a letter update of
the prior appraisal.

     Notwithstanding the foregoing, if the unpaid principal balance of the
subject mortgage loan, net of related unreimbursed advances of principal, is
less than $2,000,000, the special servicer may perform an internal valuation of
the mortgaged real property instead of an appraisal.

     As a result of any appraisal or other valuation, it may be determined that
an Appraisal Reduction Amount exists with respect to the subject mortgage loan.
An Appraisal Reduction Amount is relevant to the determination of the amount of
any advances of delinquent interest required to be made with respect to the
affected mortgage loan. See "Description of the Offered Certificates--Advances
of Delinquent Monthly Debt Service Payments and Reimbursement of Advances" in
this offering prospectus.

     The equivalent reduction amount with respect to the Park La Brea Apartments
Loan Combination will be determined with respect to the loans comprising the
Park La Brea Apartments Loan Combination as if it were a single loan, by the
Series 2006-LDP8 Master Servicer pursuant to the Series 2006-LDP8 Pooling and
Servicing Agreement, and allocated between the Park La Brea Apartments Trust
Mortgage Loan and the Park La Brea Pari Passu Non-Trust Loan on a pari passu
basis.

     If an Appraisal Trigger Event occurs with respect to any mortgage loan
(other than the Park La Brea Apartments Trust Mortgage Loan), then the special
servicer will have an ongoing obligation to obtain or perform, as the case may
be, once every 12 months after the occurrence of that Appraisal Trigger Event
(or sooner if the special servicer has actual knowledge of a material adverse
change in the condition of the related mortgaged real property), an update of
the prior required appraisal or other valuation. The special servicer is to
deliver to the trustee, the applicable master servicer and the controlling class
representative, the new appraisal or valuation within ten business days of
obtaining or performing such appraisal or valuation (or update thereof). This
ongoing obligation will cease if and when--


                                      161



     o    if the Appraisal Trigger Event was the failure by the borrower to make
          any monthly debt service payment for 60 days or more, or involved the
          special servicer modifying the amount or timing of any monthly debt
          service payment (other than a balloon payment), the related borrower
          has made three consecutive full and timely monthly debt service
          payments under the terms of the mortgage loan (as such terms may have
          been modified); or

     o    with respect to the other Appraisal Trigger Events (other than the
          related mortgaged real property becoming REO Property), such
          circumstances cease to exist in the reasonable judgment of the special
          servicer, but, with respect to any bankruptcy or insolvency
          proceedings, no later than the entry of an order or decree dismissing
          such proceeding, and with respect to the extension of any date on
          which a balloon payment is due, no later than the date that the
          special servicer agrees to an extension;

provided that no other Appraisal Trigger Event then exists with respect to the
subject mortgage loan.

     The cost of each required appraisal, and any update of that appraisal, will
be advanced by the applicable master servicer, if it does not consider it to be
nonrecoverable, and will be reimbursable to the applicable master servicer as a
servicing advance.

COLLECTION ACCOUNTS

     General. Each master servicer will be required to establish and maintain
one or more segregated accounts or sub-accounts as a collection account for
purposes of holding payments and other collections that it receives with respect
to the mortgage loans. That collection account must be maintained in a manner
and with a depository institution that satisfies rating agency standards for
securitizations similar to the one involving the offered certificates.

     The funds held in each master servicer's collection account may be held as
cash or invested in Permitted Investments. Any interest or other income earned
on funds in a master servicer's collection account will be paid to that master
servicer as additional compensation subject to the limitations set forth in the
pooling and servicing agreement.

     Deposits. Under the pooling and servicing agreement, each master servicer
must deposit or cause to be deposited in its collection account within one
business day following receipt of available funds, in the case of payments and
other collections on the mortgage loans, or as otherwise required under the
pooling and servicing agreement, the following payments and collections received
or made by or on behalf of that master servicer with respect to the mortgage
pool subsequent to the date of initial issuance of the offered certificates,
other than monthly debt service payments due on or before the cut-off date,
which monthly debt service payments belong to the related mortgage loan seller:

     o    all payments on account of principal on the mortgage loans, including
          principal prepayments;

     o    all payments on account of interest on the mortgage loans, including
          Penalty Interest;

     o    all prepayment premiums, yield maintenance charges and late payment
          charges collected with respect to the mortgage loans;

     o    all proceeds received under any hazard, flood, title or other
          insurance policy that provides coverage with respect to a mortgaged
          real property or the related mortgage loan, and all proceeds received
          in connection with the condemnation or the taking by right of eminent
          domain of a mortgaged real property, in each case to the extent not
          otherwise required to be applied to the restoration of the real
          property or released to the related borrower;

     o    all amounts received and retained in connection with the liquidation
          of defaulted mortgage loans by foreclosure or as otherwise
          contemplated under "--Realization Upon Defaulted Mortgage Loans"
          below;


                                      162



     o    any amounts paid by the mortgage loan sellers in connection with the
          repurchase or replacement of a mortgage loan as described under
          "Description of the Mortgage Pool--Repurchases and Substitutions" in
          this offering prospectus;

     o    any amounts required to be deposited by that master servicer in
          connection with losses incurred with respect to Permitted Investments
          of funds held in the collection account;

     o    all payments required to be paid by that master servicer or the
          special servicer with respect to any deductible clause in any blanket
          insurance policy as described under "Description of the Mortgage
          Pool--Additional Loan and Property Information--Hazard, Liability and
          Other Insurance" in this offering prospectus;

     o    any amounts required to be transferred from the special servicer's REO
          account;

     o    any amounts representing compensating interest payments in respect of
          prepayment interest shortfalls as described under "--Servicing and
          Other Compensation and Payment of Expenses--Prepayment Interest
          Shortfalls" above; and

     o    any amount paid by a borrower to cover items for which a servicing
          advance has been previously made and for which that master servicer or
          the trustee, as applicable, has been previously reimbursed out of the
          collection account.

     Upon receipt of any of the amounts described in the first five bullets and
the last bullet of the preceding paragraph with respect to any specially
serviced mortgage loan (other than the Park La Brea Apartments Trust Mortgage
Loan), the special servicer is required to promptly remit these amounts to the
applicable master servicer for deposit in its collection account.

     Notwithstanding the foregoing, amounts received on any A-Note Trust
Mortgage Loan will be deposited into a separate account or sub-account of the
collection account maintained by the applicable master servicer before being
transferred to that master servicer's collection account.

     Withdrawals. The master servicers may make withdrawals from their
respective collection accounts for any of the following purposes, which are not
listed in any order of priority:

     o    to remit to the trustee for deposit in the trustee's distribution
          account described under "Description of the Offered
          Certificates--Distribution Account" in this offering prospectus, on
          the business day preceding each distribution date, an aggregate amount
          of immediately available funds equal to that portion of the Available
          Distribution Amount (calculated without regard to clauses (a)(ii),
          (a)(v), (b)(ii)(B) and (b)(v) of the definition of that term in this
          offering prospectus, and exclusive of other amounts received after the
          end of the related collection period) for the related distribution
          date then on deposit in the collection account, together with any
          prepayment premiums and/or yield maintenance charges received on the
          mortgage loans during the related collection period and, in the case
          of the final distribution date, any additional amounts which the
          relevant party is required to pay in connection with the purchase of
          all the mortgage loans and REO Properties, plus any amounts required
          to be remitted in respect of P&I advances;

     o    to reimburse the trustee and itself, in that order, for any
          unreimbursed P&I advances made by that party under the pooling and
          servicing agreement, which reimbursement is to be made out of late
          collections of interest (net of related master servicing fees) and
          principal (net of any related workout fee or principal recovery fee)
          received in respect of the particular mortgage loan or REO Property as
          to which the Advance was made; provided that, if such P&I advance
          remains outstanding after a workout and the borrower continues to be
          obligated to pay such amounts, such P&I advance will be reimbursed out
          of general collections of principal as described under "Description of
          the Offered Certificates--Advances of Delinquent Monthly Debt Service
          Payments and Reimbursement of Advances" in this offering prospectus;


                                      163



     o    to pay itself earned and unpaid master servicing fees with respect to
          each mortgage loan, which payment is to be made out of collections on
          that mortgage loan that are allocable as interest or, if that mortgage
          loan and any related REO Property have been previously liquidated, out
          of general collections on the other mortgage loans and REO Properties;

     o    to pay the special servicer, out of general collections on the
          mortgage loans and any REO Properties, earned and unpaid special
          servicing fees with respect to each mortgage loan (other than the Park
          La Brea Apartments Trust Mortgage Loan) that is either--

          1.   a specially serviced mortgage loan; or

          2.   a mortgage loan as to which the related mortgaged real property
               has become an REO Property;

     o    to pay the special servicer earned and unpaid workout fees and
          principal recovery fees to which it is entitled, which payment is to
          be made from the sources described under "--Servicing and Other
          Compensation and Payment of Expenses" above;

     o    to reimburse the trustee, itself or the special servicer, in that
          order, for any unreimbursed servicing advances, first, out of payments
          made by the borrower that are allocable to such servicing advance, and
          then, out of liquidation proceeds, insurance proceeds, condemnation
          proceeds and, if applicable, revenues from REO Properties relating to
          the mortgage loan in respect of which the servicing advance was made,
          and then out of general collections; provided that, if such Advance
          remains outstanding after a workout and the borrower continues to be
          obligated to pay such amounts, such Advance will be reimbursed out of
          general collections of principal as described under "--Servicing and
          Other Compensation and Payment of Expenses" above and "Description of
          the Offered Certificates--Advances of Delinquent Monthly Debt Service
          Payments and Reimbursement of Advances" in this offering prospectus;

     o    to reimburse the trustee, itself or the special servicer, in that
          order, first out of REO Property revenues, liquidation proceeds and
          insurance and condemnation proceeds received in respect of the
          mortgage loan relating to the Advance, and then out of general
          collections on the mortgage loans and any REO Properties, for any
          unreimbursed Advance made by that party under the pooling and
          servicing agreement that has been determined not to be ultimately
          recoverable, together with interest thereon, subject to the
          limitations set forth in the pooling and servicing agreement and the
          limitations described under, as applicable, "--Servicing and Other
          Compensation and Payment of Expenses" above and/or "Description of the
          Offered Certificates--Advances of Delinquent Monthly Debt Service
          Payments and Reimbursement of Advances" in this offering prospectus;

     o    to make any payments required to be made by the trust to the Series
          2006-LDP8 Master Servicer, the Series 2006-LDP8 Special Servicer and
          the Series 2006-LDP8 Trustee pursuant to the Park La Brea Apartments
          Intercreditor Agreement and the Series 2006-LDP8 Pooling and Servicing
          Agreement;

     o    to pay the trustee, itself or the special servicer, in that order,
          unpaid interest on any Advance made by that party under the pooling
          and servicing agreement, which payment is to be made out of Penalty
          Interest and late payment charges collected on the related mortgage
          loan during the collection period during which that Advance is
          reimbursed;

     o    in connection with the reimbursement of Advances as described in the
          second bullet, the sixth bullet or the seventh bullet under this
          "--Withdrawals" subsection and subject to the limitations described in
          each of those three bullets, to pay itself, the special servicer or
          the trustee, as the case may be, out of general collections on the
          mortgage loans and any REO Properties, any interest accrued and
          payable on that Advance and not otherwise payable under the preceding
          bullet;

     o    to pay for costs and expenses incurred by the trust fund in connection
          with property inspections;


                                      164



     o    to pay the special servicer or itself any items of additional
          servicing compensation on deposit in the collection account as
          discussed under "--Servicing and Other Compensation and Payment of
          Expenses--Additional Servicing Compensation" above;

     o    to pay for the cost of an independent appraiser or other expert in
          real estate matters, to the extent such cost is not required to be
          advanced under the pooling and servicing agreement;

     o    to pay itself, the special servicer, any of the mortgage loan sellers,
          any holder (or, if applicable, beneficial owner) of certificates of
          the controlling class or any other person, as the case may be, with
          respect to each mortgage loan, if any, previously purchased by such
          person pursuant to the pooling and servicing agreement, all amounts
          received in respect of any such purchased mortgage loan subsequent to
          the date of purchase;

     o    to pay, out of general collections on the mortgage loans and any REO
          Properties, for costs and expenses incurred by the trust in connection
          with the remediation of adverse environmental conditions at any
          mortgaged real property that secures a defaulted mortgage loan;

     o    to pay itself, the special servicer, us, or any of their or our
          respective members, managers, shareholders, directors, officers,
          employees and agents, as the case may be, out of general collections
          on the mortgage loans and any REO Properties, any of the
          reimbursements or indemnities to which we or any of those other
          persons or entities are entitled as described under "Description of
          the Governing Documents--Matters Regarding the Master Servicer, the
          Special Servicer, the Manager and Us" in the accompanying base
          prospectus;

     o    to pay, out of general collections on the mortgage loans and any REO
          Properties, for the costs of various opinions of counsel, the cost of
          recording the pooling and servicing agreement and expenses properly
          incurred by the tax administrator in connection with providing advice
          to the special servicer;

     o    to pay any other items described in this offering prospectus as being
          payable from the collection account;

     o    to withdraw amounts deposited in the collection account in error; and

     o    to clear and terminate the collection account upon the termination of
          the pooling and servicing agreement.

     The pooling and servicing agreement will prohibit the application of
amounts received on a Non-Trust Loan to cover expenses payable or reimbursable
out of general collections with respect to mortgage loans and REO Properties in
the trust that are not part of the related Loan Combination.

     In general, if at any time a master servicer is entitled to make a payment,
reimbursement or remittance from its collection account,

     o    the payment, reimbursement or remittance is permitted or required to
          be made from any funds on deposit in that master servicer's collection
          account,

     o    the amounts on deposit in that master servicer's collection account
          are insufficient to satisfy the payment, reimbursement or remittance,
          and

     o    the amounts on deposit in the other master servicer's collection
          account (after taking into account the other master servicer's
          obligations to make payments, reimbursements or remittances from its
          own collection account) are sufficient to make such payment,
          reimbursement or remittance in full or in part,

then the other master servicer will be required to make the payment,
reimbursement or remittance from its collection account within a specified
number of days following a written request from the requesting master servicer.
The written request will be required to indicate the nature and amount of the
payment, reimbursement or


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remittance and include a certification from the requesting master servicer that
there are not sufficient funds in its collection account to make the subject
payment, reimbursement or remittance.

REALIZATION UPON DEFAULTED MORTGAGE LOANS

     Fair Value Call. The pooling and servicing agreement grants to the special
servicer and the holder (or, if applicable, the beneficial owner) of the
certificates with the largest percentage of voting rights allocated to the
controlling class of certificates (such holder (or, if applicable, beneficial
owner) referred to as the plurality controlling class certificateholder) a right
to purchase from the trust defaulted mortgage loans (other than the Park La Brea
Apartments Trust Mortgage Loan which is discussed below) under the circumstances
described below in this "--Fair Value Call" subsection. The defaulted mortgage
loans in respect of which this right may be exercised are mortgage loans that
have experienced payment defaults similar to the payment defaults that would
constitute a Servicing Transfer Event as described in the glossary to this
offering prospectus or mortgage loans as to which the related indebtedness has
been accelerated by the applicable master servicer or the special servicer
following default.

     At the time a mortgage loan becomes a defaulted mortgage loan (other than
the Park La Brea Apartments Trust Mortgage Loan) satisfying the criteria
described in the preceding paragraph, each of the special servicer and the
plurality controlling class certificateholder will have a purchase option (which
option will be assignable when the opportunity to exercise it arises) to
purchase the defaulted mortgage loan, from the trust fund at an option price
generally equal to (i) if the special servicer has not yet determined the fair
value of the defaulted mortgage loan, the sum of the unpaid principal balance of
that mortgage loan at the time of purchase, together with unpaid and accrued
interest on that mortgage loan at its mortgage interest rate, unpaid interest
accrued on related Advances, related unreimbursed servicing advances and other
related Additional Trust Fund Expenses, including special servicing fees, or
(ii) the fair value of the defaulted mortgage loan as determined by the special
servicer, if the special servicer has made such fair value determination;
provided that if (i) the option is being exercised by an assignee of the special
servicer or the plurality controlling class certificateholder that is not
affiliated with the special servicer or the plurality controlling class
certificateholder, (ii) the assignment of the purchase right or option was made
for no material consideration, and (iii) the purchase option is exercised more
than 90 days following the making of a fair value determination, the special
servicer will be entitled to receive a principal recovery fee. The special
servicer will be permitted to change from time to time, its determination of the
fair value of a defaulted mortgage loan based upon changed circumstances, new
information or otherwise, in accordance with the Servicing Standard; provided,
however, that the special servicer will update its determination of the fair
value of a defaulted mortgage loan at least once every 90 days; and, provided,
further, that absent the special servicer having actual knowledge of a material
change in circumstances affecting the value of the related mortgaged real
property, the special servicer will not be obligated to update such
determination. The purchase option in respect of a defaulted mortgage loan will
first belong to the special servicer. If the purchase option is not exercised by
special servicer or any assignee thereof within 60 days of a fair value
determination being made, then the purchase option will belong to the plurality
controlling class certificateholder for 15 days. If the purchase option is not
exercised by the plurality controlling class certificateholder or its assignee
within such 15-day period, then the purchase option will revert to the special
servicer.

     Notwithstanding the foregoing, the holder of a B-Note Non-Trust Loan will
have the right to purchase the related A-Note Trust Mortgage Loan from the trust
in certain default situations, as described above under "Description of the
Mortgage Pool--The Loan Combinations" in this offering prospectus. In addition,
notwithstanding the discussion in the preceding paragraph, the holders of a
mezzanine loan may have the right to purchase the related mortgage loan from the
trust if certain defaults on the related mortgage loan occur.

     Unless and until the purchase option with respect to a defaulted mortgage
loan is exercised, the special servicer will be required to pursue such other
resolution strategies available under the pooling and servicing agreement,
including workout and foreclosure consistent with the Servicing Standard, but
the special servicer will not be permitted to sell the defaulted mortgage loan
other than pursuant to the exercise of the purchase option.


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     If not exercised sooner, the purchase option with respect to any defaulted
mortgage loan will automatically terminate upon (i) the related borrower's cure
of all related defaults on the defaulted mortgage loan, (ii) the acquisition on
behalf of the trust fund of title to the related mortgaged real property by
foreclosure or deed in lieu of foreclosure or (iii) the modification or pay-off
(full or discounted) of the defaulted mortgage loan in connection with a
workout. In addition, the purchase option with respect to a defaulted mortgage
loan held by any person will terminate upon the exercise of the purchase option
and consummation of the purchase by any other holder of a purchase option.

     If (a) a purchase option is exercised with respect to a defaulted mortgage
loan and the person expected to acquire the defaulted mortgage loan pursuant to
such exercise is the plurality controlling class certificateholder, the special
servicer, or any affiliate of any of them, which means that the purchase option
has not been assigned to another unaffiliated person, and (b) the option price
is based on the special servicer's determination of the fair value of the
defaulted mortgage loan, then the applicable master servicer or, if that master
servicer and the special servicer are the same person, the trustee (or a
third-party appraiser designated by the applicable master servicer or the
trustee, as applicable, at its option, upon whose determination the applicable
master servicer or the trustee, as the case may be, may, absent manifest error,
conclusively rely) will be required to confirm that the option price (as
determined by the special servicer) represents a fair value for the defaulted
mortgage loan. The master servicer or the trustee, as applicable, will be
entitled to receive, out of the collection accounts, a fee of $2,500 for the
initial confirmation, but not for any subsequent confirmations, of fair value
with respect to that mortgage loan. The costs of all appraisals, inspection
reports and opinions of value incurred by the applicable master servicer, the
special servicer, the trustee or any third-party appraiser in connection with
any determination of fair value will be reimbursable to the applicable master
servicer, the special servicer or the trustee, as applicable, as servicing
advances.

     With respect to the Park La Brea Apartments Loan Combination, upon the Park
La Brea Apartments Trust Mortgage Loan becoming a defaulted mortgage loan, the
Series 2006-LDP8 Trustee is required to promptly notify, in writing, the trustee
under the pooling and servicing agreement for our series ML-CFC 2006-4
certificates (who will be instructed to promptly notify, in writing, the
plurality controlling class certificateholder (such notice must include the
option price for the Park La Brea Apartments Trust Mortgage Loan as determined
by the Series 2006-LDP8 Special Servicer based on the same methodology for
determining the fair value of the Park La Brea Apartments Loan Combination)).
Upon receipt of such notice, the plurality controlling class certificateholder
will have the right, at its option, to purchase the Park La Brea Apartments
Trust Mortgage Loan from the trust pursuant to the pooling and servicing
agreement for our series ML-CFC 2006-4 certificates at a price determined in
accordance with the Series 2006-LDP8 Pooling and Servicing Agreement with
respect to the Park La Brea Apartments Loan Combination.

     Foreclosure and Similar Proceedings. Neither master servicer may institute
foreclosure proceedings, exercise any power of sale contained in a mortgage or
acquire title to a mortgaged real property. If a default on a mortgage loan has
occurred and is continuing and no satisfactory arrangements can be made for
collection of delinquent payments, then, subject to the discussion under "--The
Controlling Class Representative and the Loan Combination Controlling Parties"
above, the special servicer may, on behalf of the trust, take any of the
following actions:

     o    institute foreclosure proceedings;

     o    exercise any power of sale contained in the related mortgage;

     o    obtain a deed in lieu of foreclosure; or

     o    otherwise acquire title to the corresponding mortgaged real property,
          by operation of law or otherwise.

     The special servicer may not acquire title to any mortgaged real property
or take any other action with respect to any mortgaged real property that would
cause the trustee, for the benefit of the certificateholders (or, if a Loan
Combination is involved, the certificateholders and the holder(s) of the related
B-Note Non-Trust


                                      167



Loan(s)), to be considered to hold title to, to be a "mortgagee-in-possession"
of, or to be an "owner" or an "operator" of the particular mortgaged real
property within the meaning of federal environmental laws, unless--

     o    the special servicer has previously received a report prepared by a
          person who regularly conducts environmental audits, which report will
          be an expense of the trust; and

     o    either:

          1.   the report indicates that--

               o    the particular mortgaged real property is in compliance with
                    applicable environmental laws and regulations; and

               o    there are no circumstances or conditions present at the
                    mortgaged real property that have resulted in any
                    contamination for which investigation, testing, monitoring,
                    containment, clean-up or remediation could be required under
                    any applicable environmental laws and regulations; or

          2.   the special servicer (who may rely conclusively on the report)
               determines that taking the actions necessary to bring the
               particular mortgaged real property into compliance with
               applicable environmental laws and regulations and/or taking any
               of the other actions contemplated by clause 1. above, is
               reasonably likely to maximize the recovery to certificateholders
               (or, if a Loan Combination is involved, the certificateholders
               and the holder(s) of the related B-Note Non-Trust Loan(s)),
               taking into account the time value of money.

     If the environmental testing contemplated above establishes that any of the
conditions described in clauses 1. and 2. have not been satisfied with respect
to any mortgaged real property and there is no breach of a representation or
warranty requiring repurchase under the applicable mortgage loan purchase
agreement, the special servicer will be required to take such action as is in
accordance with the Servicing Standard (other than proceeding against the
related mortgaged real property). At such time as it deems appropriate, the
special servicer may, on behalf of the trust, release all or a portion of the
subject mortgaged real property from the lien of the related mortgage
instrument; provided that, if the related mortgage loan has a then outstanding
principal balance of greater than $1 million, then prior to the release of all
or a portion of the related mortgaged real property, (i) the special servicer
shall have notified the rating agencies, the trustee, the controlling class
representative and the applicable master servicer in writing of its intention to
so release all or a portion of such mortgaged real property and the bases for
such intention, and (ii) the trustee shall have notified the certificateholders
in writing of the special servicer's intention to so release all or a portion of
such mortgaged real property.

     If the trust acquires title to any mortgaged real property, the special
servicer, on behalf of the trust, has to sell the particular real property prior
to the close of the third calendar year following the calendar year in which
that acquisition occurred, subject to limited exceptions as described under
"--REO Properties" below.

     If liquidation proceeds collected with respect to a defaulted mortgage loan
are less than the outstanding principal balance of the defaulted mortgage loan,
together with accrued interest on and reimbursable expenses incurred by the
special servicer and/or the applicable master servicer in connection with the
defaulted mortgage loan, then the trust will realize a loss in the amount of the
shortfall. The special servicer, the applicable master servicer and/or the
trustee will be entitled to payment or reimbursement out of the liquidation
proceeds recovered on any defaulted mortgage loan, prior to the payment of the
liquidation proceeds to the certificateholders, for--

     o    any and all amounts that represent unpaid servicing fees and
          additional servicing compensation with respect to the mortgage loan;

     o    unreimbursed (from the related mortgage loan) servicing expenses and
          Advances incurred with respect to the mortgage loan;


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     o    any P&I advances made with respect to the mortgage loan that are
          unreimbursed from that mortgage loan; and

     o    any interest payable (or paid from general collections) to the
          applicable master servicer and/or special servicer on any expenses and
          Advances and not reimbursed from that mortgage loan.

     In the event a default has occurred and is continuing and no satisfactory
arrangements can be made for collection of delinquent payments with respect to
the Park La Brea Apartments Loan Combination, the Series 2006-LDP8 Special
Servicer will be required to institute foreclosure proceedings, exercise any
power of sale contained in the related mortgage, obtain a deed in lieu of
foreclosure or otherwise acquire title to the corresponding mortgaged real
property, by operation of law or otherwise in accordance with the procedures set
forth in the Series 2006-LDP8 Pooling and Servicing Agreement.

REO PROPERTIES

     If title to any mortgaged real property is acquired by the special servicer
on behalf of the trust, the special servicer will be required to sell that
property not later than the end of the third calendar year following the year of
acquisition, unless--

     o    the IRS grants an extension of time to sell the property; or

     o    the special servicer obtains an opinion of independent counsel
          generally to the effect that the holding of the property subsequent to
          the end of the third calendar year following the year in which the
          acquisition occurred will not result in the imposition of a tax on the
          trust assets or cause any of the Park La Brea Apartments individual
          loan REMIC, REMIC I or REMIC II to fail to qualify as a REMIC under
          the Code.

     Regardless of whether the special servicer applies for or is granted an
extension of time to sell the property, the special servicer must act in
accordance with the Servicing Standard to liquidate the property on a timely
basis. If an extension is granted or opinion given, the special servicer must
sell the REO Property within the period specified in the extension or opinion.

     The special servicer may be required to retain an independent contractor to
operate and manage the REO Property. The retention of an independent contractor
will not relieve the special servicer of its obligations with respect to the REO
Property.

     In general, the special servicer, or an independent contractor employed by
the special servicer at the expense of the trust, will be obligated to operate
and manage any REO Property in a manner that:

     o    maintains its status as foreclosure property under the REMIC
          provisions of the Code; and

     o    is in accordance with the Servicing Standard.

     The special servicer must review the operation of each REO Property and
consult with the trustee, or any person appointed by the trustee to act as tax
administrator, to determine the trust's federal income tax reporting position
with respect to the income it is anticipated that the trust would derive from
the property. The special servicer could determine that it would not be
consistent with the Servicing Standard to manage and operate the property in a
manner that would avoid the imposition of a tax on net income from foreclosure
property, within the meaning of section 857(b)(4)(B) of the Code.

     This determination is most likely to occur in the case of an REO Property
that is a hotel. To the extent that income the trust receives from an REO
Property is subject to a tax on net income from foreclosure property, that
income would be subject to federal tax at the highest marginal corporate tax
rate, which is currently 35%.

     The determination as to whether income from an REO Property would be
subject to a tax will depend on the specific facts and circumstances relating to
the management and operation of each REO Property. Generally,


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income from an REO Property that is directly operated by the special servicer
would be apportioned and classified as service or non-service income. The
service portion of the income could be subject to federal tax at the highest
marginal corporate tax rate and could also be subject to certain state or local
taxes. The non-service portion of the income could be subject to federal tax at
the highest marginal corporate tax rate or, although it appears unlikely, at the
100% rate. Any tax imposed on the trust's income from an REO Property would
reduce the amount available for payment to the certificateholders. See "Federal
Income Tax Consequences" in this offering prospectus and in the accompanying
base prospectus. The reasonable out-of-pocket costs and expenses of obtaining
professional tax advice in connection with the foregoing will be payable out of
the applicable master servicer's collection account.

     The special servicer will be required to segregate and hold all funds
collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Property is acquired by the
trust, the special servicer will be required to establish and maintain an
account for the retention of revenues and other proceeds derived from the REO
Property. That REO account must be maintained in a manner and with a depository
institution that satisfies rating agency standards for securitizations similar
to the one involving the offered certificates. The special servicer will be
required to deposit, or cause to be deposited, in its REO account, following
receipt, all net income, insurance proceeds, condemnation proceeds and
liquidation proceeds received with respect to each REO Property. The funds held
in this REO account may be held as cash or invested in Permitted Investments.
Any interest or other income earned on funds in the special servicer's REO
account will be payable to the special servicer, subject to the limitations
described in the pooling and servicing agreement.

     The special servicer will be required to withdraw from its REO account
funds necessary for the proper operation, management, leasing, maintenance and
disposition of any REO Property, but only to the extent of amounts on deposit in
the account relating to that particular REO Property. Shortly after the end of
each collection period, the special servicer will be required to withdraw from
the REO account and deposit, or deliver to the applicable master servicer for
deposit, into that master servicer's collection account the total of all amounts
received with respect to each REO Property during that collection period, net
of--

     o    any withdrawals made out of those amounts as described in the
          preceding sentence; and

     o    any portion of those amounts that may be retained as reserves as
          described in the next paragraph.

     The special servicer may, subject to the limitations described in the
pooling and servicing agreement, retain in its REO account the portion of the
proceeds and collections as may be necessary to maintain a reserve of sufficient
funds for the proper operation, management, leasing, maintenance and disposition
of the related REO Property, including the creation of a reasonable reserve for
repairs, replacements, necessary capital improvements and other related
expenses.

     The special servicer will be required to keep and maintain separate
records, on a property-by-property basis, for the purpose of accounting for all
deposits to, and withdrawals from, its REO account.

     The Series 2006-LDP8 Special Servicer will be required to administer any
REO Property related to the Park La Brea Apartments Loan Combination in a
substantially similar manner pursuant to the Series 2006-LDP8 Pooling and
Servicing Agreement.

INSPECTIONS; COLLECTION OF OPERATING INFORMATION

     The special servicer will be required, at the expense of the trust, to
inspect or cause an inspection of the corresponding mortgaged real property as
soon as practicable after any mortgage loan (excluding the Park La Brea
Apartments Trust Mortgage Loan) becomes a specially serviced mortgage loan and
annually so long as such mortgage loan is a specially serviced mortgage loan.
Beginning in 2007, the applicable master servicer, for each mortgage loan that
it is responsible for servicing that is not a specially serviced mortgage loan
and does not relate to an REO Property, will be required, at its own expense, to
inspect or cause an inspection of the mortgaged real property at least once
every calendar year in the case of a mortgage loan having an unpaid principal
balance of


                                      170



$2,000,000 or greater, unless such mortgaged real property has been inspected in
such calendar year by the special servicer ; and once every two calendar years
in the case of a mortgage loan having an unpaid principal balance of less than
$2,000,000. The applicable master servicer and the special servicer will each be
required to prepare or cause the preparation of a written report of each
inspection performed by it that generally describes the condition of the
particular real property and that specifies--

     o    any sale, transfer or abandonment of the property of which the subject
          master servicer or the special servicer, as applicable, is aware; or

     o    any change in the property's condition or value of which the subject
          master servicer or the special servicer, as applicable, is aware and
          considers to be material; or

     o    any visible waste committed on the property of which the subject
          master servicer or special servicer, as applicable, is aware and
          considers to be material.

     The special servicer, in the case of each specially serviced mortgage loan,
and the applicable master servicer, in the case of each other mortgage loan
(excluding the Park La Brea Apartments Trust Mortgage Loan), will each be
required to use reasonable efforts to collect from the related borrower, the
quarterly (if any) and annual operating statements, budgets and rent rolls of
the corresponding mortgaged real property. However, there can be no assurance
that any operating statements required to be delivered by a borrower will in
fact be delivered, nor is the applicable master servicer or the special servicer
likely to have any practical means of compelling delivery.

     The special servicer will also be required to cause quarterly and annual
operating statements, budgets and rent rolls to be prepared for each REO
Property (other than the Park La Brea Apartments REO Property).

     Each master servicer, with respect to each mortgage loan that it is
responsible for servicing, will be required to prepare and maintain an operating
statement analysis for each mortgaged real property and each REO Property, as
applicable, and copies of such operating statement analyses are to be made
available by the applicable master servicer to the trustee, the special servicer
and/or the controlling class representative upon request or as otherwise
provided in the pooling and servicing agreement (but not more frequently than
quarterly).

     Inspections of the Park La Brea Apartments Mortgaged Property are to be
performed by the Series 2006-LDP8 Master Servicer and/or the Series 2006-LDP8
Special Servicer.

EVIDENCE AS TO COMPLIANCE

     On or before May 1 of each year, beginning in 2007 (provided that, if any
of the following items are required in connection with any filing with the
Securities and Exchange Commission, each master servicer and the special
servicer will be required to deliver such items on or before March 15 of each
year, beginning in 2007), each master servicer and the special servicer must
deliver or cause to be delivered to the trustee and us, among others, the
following items:

     o    a report on an assessment of compliance by it with the applicable
          servicing criteria set forth in Item 1122(d) of Regulation AB, signed
          by an authorized officer of the subject master servicer or the special
          servicer, as the case may be, which report will contain (a) a
          statement by the subject master servicer or the special servicer, as
          the case may be, of its responsibility for assessing compliance with
          the servicing criteria applicable to it, (b) a statement that the
          subject master servicer or the special servicer, as the case may be,
          used the servicing criteria set forth in Item 1122(d) of Regulation AB
          to assess compliance with the applicable servicing criteria, (c) the
          subject master servicer's or the special servicer's, as the case may
          be, assessment of compliance with the applicable servicing criteria as
          of and for the period ending December 31st of the preceding calendar
          year, which discussion must include any material instance of
          noncompliance with the applicable servicing criteria identified by the
          subject master servicer or the special servicer, as the case may be,
          and (d) a statement that a registered public accounting firm has


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          issued an attestation report on the subject master servicer's or the
          special servicer's, as the case may be, assessment of compliance with
          the applicable servicing criteria as of and for such period ending
          December 31st of the preceding calendar year;

     o    as to each report delivered by the subject master servicer or the
          special servicer as described in the immediately preceding bullet, a
          report from a registered public accounting firm (made in accordance
          with the standards for attestation engagements issued or adopted by
          the Public Company Accounting Oversight Board) that attests to, and
          reports on, the assessment made by the asserting party in the report
          delivered as described in the immediately preceding bullet; and

     o    a statement signed by an authorized officer of the subject master
          servicer or the special servicer, as the case may be, to the effect
          that: (a) a review of the activities of the subject master servicer or
          the special servicer, as the case may be, during the preceding
          calendar year (or, if applicable, the portion of such year during
          which the offered certificates were outstanding) and of its
          performance under the pooling and servicing agreement has been made
          under such officer's supervision, and (b) to the best of such
          officer's knowledge, based on such review, the subject master servicer
          or the special servicer, as the case may be, has fulfilled its
          material obligations under the pooling and servicing agreement in all
          material respects throughout the preceding calendar year or portion of
          that year during which the certificates were outstanding or, if there
          has been a material default, specifying each material default known to
          such officer and the nature and status of that default.

     The pooling and servicing agreement will require that: (1) the trustee and
any party to the pooling and servicing agreement (in addition to the master
servicers and the special servicer) that is "participating in the servicing
function" (within the meaning of Item 1122 of Regulation AB) with respect to the
mortgage pool, must deliver a separate assessment report and attestation report
similar to those described in the first two bullets of the prior paragraph; (2)
any party to the pooling and servicing agreement that has retained a
sub-servicer, subcontractor or agent that is "participating in the servicing
function" (within the meaning of Item 1122 of Regulation AB) with respect to the
mortgage pool, must cause (or, in the case of a sub-servicer that has been
retained by a servicer on or following the date of initial issuance of the
certificates and that was servicing a mortgage loan for the related mortgage
loan seller prior to the sale of such mortgage loan by such mortgage loan seller
to the depositor, must use commercially reasonable efforts to cause) that
sub-servicer, subcontractor or agent to deliver a separate assessment report and
attestation report similar to those described in the first two bullets of the
prior paragraph; and (3) (i) the trustee must deliver and (ii) any party to the
pooling and servicing agreement that has retained a sub-servicer that meets the
criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, must cause (or,
in the case of a sub-servicer that has been retained by a servicer on or
following the date of initial issuance of the certificates and that was
servicing a mortgage loan for the related mortgage loan seller prior to the sale
of such mortgage loan by such mortgage loan seller to the depositor, must use
commercially reasonable efforts to cause) that sub-servicer to deliver, a
separate servicer compliance statement similar to that described in the third
bullet of the prior paragraph.

EVENTS OF DEFAULT

     Each of the following events, circumstances and conditions will be
considered events of default under the pooling and servicing agreement:

     o    any failure by either master servicer to deposit into the collection
          account any amount required to be so deposited by it under the pooling
          and servicing agreement, which failure continues unremedied for two
          business days following the date on which the deposit was required to
          be made; or

     o    any failure by either master servicer to remit to the trustee for
          deposit into the distribution account any amount required to be so
          remitted by it under the pooling and servicing agreement, which


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          failure continues unremedied until 11:00 a.m., New York City time, on
          the business day following the date on which the remittance was
          required to be made; or

     o    any failure by the special servicer to deposit into the REO account or
          to deposit into, or to remit to the applicable master servicer for
          deposit into, the collection account, any amount required to be so
          deposited or remitted under the pooling and servicing agreement,
          provided, however, that the failure to deposit or remit such amount
          will not be an event of default if such failure is remedied within one
          business day and in any event on or prior to the related P&I advance
          date; or

     o    a master servicer fails to timely make any servicing advance required
          to be made by it under the pooling and servicing agreement, and that
          failure continues unremedied for three business days following the
          date on which notice has been given to that master servicer by the
          trustee or any other party to the pooling and servicing agreement; or

     o    a master servicer or the special servicer fails to observe or perform
          in any material respect any of its other covenants or agreements under
          the pooling and servicing agreement, and that failure continues
          unremedied for 30 days after written notice of it, requiring it to be
          remedied, has been given to that master servicer or the special
          servicer, as the case may be, by any other party to the pooling and
          servicing agreement or by certificateholders entitled to not less than
          25% of the voting rights for the certificates; provided, however, that
          (A) with respect to any such failure (other than a failure described
          in clause (B) below) that is not curable within such 30-day period,
          the subject master servicer or the special servicer, as the case may
          be, will have an additional cure period of 30 days to effect such cure
          so long as the subject master servicer or the special servicer, as the
          case may be, has commenced to cure such failure within the initial
          30-day period and has provided the trustee and any affected B-Note
          Loan Noteholders with an officer's certificate certifying that it has
          diligently pursued, and is continuing to pursue, a full cure, or (B)
          in the case of the failure to deliver to the trustee the annual
          statement of compliance, the annual assessment report and/or the
          annual attestation report with respect to the subject master servicer
          (or any additional servicer or sub-servicing function participant, as
          applicable, engaged thereby and that was not servicing a mortgage loan
          for the related mortgage loan seller prior to the sale of such
          mortgage loan by such mortgage loan seller to the depositor) or the
          special servicer (or any additional servicer or sub-servicing function
          participant, as applicable, engaged thereby and that was not servicing
          a mortgage loan for the related mortgage loan seller prior to the sale
          of such mortgage loan by such mortgage loan seller to the depositor),
          as applicable, pursuant to the pooling and servicing agreement, which
          is required to be part of or incorporated in a report to be filed with
          the Securities and Exchange Commission, continues unremedied beyond
          the second business day after the time (plus any applicable grace
          period) specified in the pooling and servicing agreement; or

     o    it is determined that there is a breach by either master servicer or
          the special servicer of any of its representations or warranties
          contained in the pooling and servicing agreement that materially and
          adversely affects the interests of any class of certificateholders,
          and that breach continues unremedied for 30 days after written notice
          of it, requiring it to be remedied, has been given to the applicable
          master servicer or the special servicer, as the case may be, by any
          other party to the pooling and servicing agreement or by
          certificateholders entitled to not less than 25% of the voting rights
          for the certificates; provided, however, that with respect to any such
          breach which is not curable within such 30-day period, the applicable
          master servicer or the special servicer, as the case may be, will have
          an additional cure period of 30 days to effect such cure so long as
          the applicable master servicer or the special servicer, as the case
          may be, has commenced to cure such breach within the initial 30-day
          period and has provided the trustee with an officer's certificate
          certifying that it has diligently pursued, and is continuing to
          pursue, a full cure; or

     o    a decree or order of a court having jurisdiction in an involuntary
          case under federal or state bankruptcy, insolvency or similar law for
          the appointment of a conservator, receiver, liquidator, trustee or
          similar official in any bankruptcy, insolvency, readjustment of debt,
          marshalling of


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          assets and liabilities or similar proceedings, or for the winding-up
          or liquidation of its affairs, is entered against a master servicer or
          the special servicer and the decree or order remains in force for a
          period of 60 days, provided, however, that the subject master servicer
          or the special servicer, as appropriate, will have an additional
          period of 30 days to effect a discharge, dismissal or stay of the
          decree or order if it commenced the appropriate proceedings to effect
          such discharge, dismissal or stay within the initial 60-day period; or

     o    a master servicer or the special servicer consents to the appointment
          of a conservator, receiver, liquidator, trustee or similar official in
          any bankruptcy, insolvency, readjustment of debt, marshalling of
          assets and liabilities or similar proceedings relating to it or of or
          relating to all or substantially all of its property; or

     o    a master servicer or the special servicer admits in writing its
          inability to pay its debts or takes other actions specified in the
          pooling and servicing agreement indicating its insolvency or inability
          to pay its obligations; or

     o    Moody's has (a) qualified, downgraded or withdrawn any rating then
          assigned by it to any class of certificates, or (b) placed any class
          of certificates on "watch status" in contemplation of possible rating
          downgrade or withdrawal (and that "watch status" placement has not
          have been withdrawn by it within 60 days of such placement), and, in
          either case, cited servicing concerns with a master servicer or the
          special servicer as the sole or a material factor in such rating
          action; or

     o    a master servicer or the special servicer is removed from S&P's Select
          Servicer List as a U.S. Commercial Mortgage Master Servicer or a U.S.
          Commercial Mortgage Special Servicer, as applicable, and is not
          reinstated within 60 days after its removal therefrom.

     With respect to the Park La Brea Apartments Trust Mortgage Loan, the
events, circumstances and conditions that will be considered events of default
under the Series 2006-LDP8 pooling and servicing agreement are generally similar
but not identical to those that will be considered events of default under the
pooling and servicing agreement as described above.

RIGHTS UPON EVENT OF DEFAULT

     If an event of default described above under "--Events of Default" above
occurs with respect to either master servicer or the special servicer and
remains unremedied, the trustee will be authorized, and at the direction of
either the controlling class representative or the certificateholders entitled
to not less than 25% of the voting rights for all the classes of certificates,
the trustee will be required, to terminate all of the rights and obligations of
the defaulting party under the pooling and servicing agreement and in and to the
trust assets other than any rights the defaulting party may have as a
certificateholder; provided that the terminated defaulting party will continue
to be entitled to receive all amounts due and owing to it in accordance with the
terms of the pooling and servicing agreement and will continue to be entitled to
the benefit of any provisions for reimbursement or indemnity as and to the
extent provided in the pooling and servicing agreement. Upon any termination,
the trustee must either:

     o    succeed to all of the responsibilities, duties and liabilities of the
          applicable master servicer or special servicer, as the case may be,
          under the pooling and servicing agreement; or

     o    appoint an established mortgage loan servicing institution to act as a
          successor master servicer or as the successor special servicer, as the
          case may be, provided such successor is reasonably acceptable to the
          controlling class representative.

     Notwithstanding the foregoing discussion in this "--Rights Upon Event of
Default" section, if a master servicer is terminated under the circumstances
described above because of the occurrence of any of the events of default
described in the last two bullets under "--Events of Default" above, that master
servicer will have the right for a period not to exceed 45 days--during which
time that master servicer will continue to master service the mortgage loans it
is responsible for servicing--to sell its master servicing rights with respect
to the mortgage


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loans it is responsible for servicing to a master servicer whose appointment
Moody's and S&P have each confirmed will not result in a qualification,
downgrade or withdrawal of any of the then-current ratings of the certificates.
The terminated master servicer will be responsible for all out-of-pocket
expenses incurred in connection with the attempt to sell its rights to master
service the mortgage loans it is responsible for servicing, to the extent such
expenses are not reimbursed by the replacement servicer.

     Either the controlling class representative or the holders of certificates
entitled to a majority of the voting rights for the certificates may require the
trustee to appoint an established mortgage loan servicing institution to act as
a successor master servicer or as the successor special servicer, as the case
may be, rather than have the trustee act as that successor, provided such
successor is reasonably acceptable to the controlling class representative. The
appointment of a successor special servicer by the trustee is subject to the
rights of the controlling class of certificateholders to designate a successor
special servicer as described under "--Replacement of the Special Servicer"
above.

     In general, the certificateholders entitled to at least 66 2/3% of the
voting rights allocated to each class of certificates affected by any event of
default may waive the event of default. However, the events of default described
in the first, second, third, tenth or eleventh bullets under "--Events of
Default" above may only be waived by all of the holders of the affected classes
of the certificates. Upon any waiver of an event of default, the event of
default will cease to exist and will be deemed to have been remedied for every
purpose under the pooling and servicing agreement.

ADDITIONAL MATTERS RELATING TO THE TRUSTEE

     The trustee is at all times required to be a corporation, bank, trust
company or association organized and doing business under the laws of the U.S.
or any State of the U.S. or the District of Columbia. In addition, the trustee
must at all times--

     o    be authorized under those laws to exercise trust powers;

     o    with limited exception, have a combined capital and surplus of at
          least $100,000,000; and

     o    be subject to supervision or examination by a federal or state banking
          authority.

     If the corporation, bank, trust company or association publishes reports of
condition at least annually, in accordance with law or the requirements of the
supervising or examining authority, then the combined capital and surplus of the
corporation, bank, trust company or association will be deemed to be its
combined capital and surplus as described in its most recent published report of
condition.

     We, the master servicers, the special servicer and our and their respective
affiliates, may from time to time enter into normal banking and trustee
relationships with the trustee and its affiliates. The trustee and any of its
respective affiliates may hold certificates in their own names. In addition, for
purposes of meeting the legal requirements of some local jurisdictions, the
trustee will have the power to appoint a co-trustee or separate trustee of all
or any part of the trust assets. All rights, powers, duties and obligations
conferred or imposed upon the trustee will be conferred or imposed upon the
trustee and the separate trustee or co-trustee jointly, or in any jurisdiction
in which the trustee shall be incompetent or unqualified to perform some acts,
singly upon the separate trustee or co-trustee who shall exercise and perform
its rights, powers, duties and obligations solely at the direction of the
trustee.

SERVICING OF THE PARK LA BREA APARTMENTS LOAN COMBINATION

     The pooling and servicing relating to the J.P. Morgan Chase Commercial
Mortgage Securities Trust 2006-LDP8 securitization which closed prior to the
issuance of the Series 2006-4 Certificates (such securitization, "the Series
2006-LDP8 Securitization" and such pooling and servicing agreement, the "Series
2006-LDP8 Pooling and Servicing Agreement") initially governs the servicing and
administration of the Park La Brea Apartments Loan Combination and any related
REO Property. Under the Series 2006-LDP8 Pooling and


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Servicing Agreement, the master servicer for the Park La Brea Apartment Loan
Combination is Midland Loan Services, Inc. (together with any successor thereto,
the "Series 2006-LDP8 Master Servicer"), the trustee is LaSalle Bank National
Association (together with any successor thereto, the "Series 2006-LDP8
Trustee"), the initial special servicer is J.E. Robert Company, Inc. (together
with any successor thereto, the "Series 2006-LDP8 Special Servicer") and the
Park La Brea Apartments Controlling Party (which is comparable to the
controlling class representative for our series ML-CFC 2006-4) is an affiliate
of that special servicer. The master servicer, special servicer and trustee
under the pooling and servicing agreement for our series ML-CFC 2006-4
certificates will not have any obligation or authority to supervise the Series
2006-LDP8 Master Servicer, the Series 2006-LDP8 Special Servicer or the Series
2006-LDP8 Trustee or to make servicing advances with respect to the Park La Brea
Apartments Loan Combination. The Series 2006-LDP8 Pooling and Servicing
Agreement provides for servicing in a manner acceptable for rated transactions
similar in nature to our series ML-CFC 2006-4 securitization and the servicing
arrangements under the Series 2006-LDP8 Pooling and Servicing Agreement are
generally similar, but not identical, to the servicing arrangements under the
pooling and servicing agreement for our series ML-CFC 2006-4 certificates. In
that regard--

     o    one or more parties to the Series 2006-LDP8 Pooling and Servicing
          Agreement will be responsible for making servicing advances with
          respect to the Park La Brea Apartments Loan Combination, which
          servicing advances will be reimbursable (with interest at a published
          prime rate) to the maker thereof first, from the principal collections
          available on the Park La Brea Apartments Loan Combination and if the
          principal collections in the Park La Brea Apartments Loan Combination
          are not sufficient to make such reimbursement in full, then from the
          principal collections on the mortgage loans included in the Series
          2006-LDP8 Securitization and from the principal collections on the
          mortgage loans in the trust (after giving effect to any reimbursement
          of nonrecoverable advances and workout delayed reimbursement amounts
          that are related to such other mortgage loans) in an amount equal to
          each securitization trust's pro rata share of such servicing advances,
          and none of the parties to that agreement (in their capacities under
          such agreement) will have any right or duty to make advances of
          delinquent debt service payments on the Park La Brea Apartments Trust
          Mortgage Loan;

     o    the mortgage loans that form the Park La Brea Apartments Loan
          Combination are to be serviced and administered under a general
          servicing standard that is substantially similar (but not identical)
          to the Servicing Standard under the pooling and servicing agreement
          for our series ML-CFC 2006-4 certificates and as if they were a single
          mortgage loan indebtedness under that agreement (subject to any rights
          of the Park La Brea Apartments Loan Combination Controlling Party or a
          representative on its behalf to consult or advise with respect to, or
          to approve or disapprove, various servicing-related actions involving
          the Park La Brea Apartments Loan Combination);

     o    the mortgage loans that form the Park La Brea Apartments Loan
          Combination will become specially serviced mortgage loans if specified
          events occur, which events are substantially similar (but not
          identical) to the Servicing Transfer Events under the pooling and
          servicing agreement for our series ML-CFC 2006-4 certificates, in
          which case the Series 2006-LDP8 Special Servicer will be entitled to
          (among other things) special servicing fees, workout fees and/or
          liquidation fees with respect to the Park La Brea Apartments Mortgage
          Loan that arise and are payable in a manner and to an extent that is
          substantially similar to the special servicing fees, workout fees
          and/or liquidation fees that are payable to the special servicer under
          the pooling and servicing agreement for our series ML-CFC 2006-4
          certificates with respect to other underlying mortgage loans, except
          that the special servicing fee under the Series 2006-LDP8 Pooling and
          Servicing Agreement is calculated at 0.25% per annum;

     o    any modification, extension, waiver or amendment of the payment terms
          of the Park La Brea Apartments Loan Combination is required to be
          structured so as to be consistent with the allocation and payment
          priorities in the related mortgage loan documents and the Park La Brea
          Apartments Intercreditor Agreement, such that neither the Series
          2006-LPD8 securitization trust as holder of the Park La Brea
          Apartments Pari Passu Non-Trust Loan nor the trust as the holder of


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          the Park La Brea Apartments Trust Mortgage Loan gains a priority over
          the other such holder that is not reflected in the related mortgage
          loan documents and the Park La Brea Apartments Intercreditor Agreement
          (taking into account that the Park La Brea Apartments Trust Mortgage
          Loan is pari passu to the Park La Brea Apartments Pari Passu Non-Trust
          Loan);

     o    in the case of the Park La Brea Apartments Loan Combination, the
          Series 2006-LDP8 Master Servicer and the Series 2006-LDP8 Special
          Servicer will each have duties to consult with or obtain the approval
          of or take direction from the Park La Brea Apartments Controlling
          Party under that agreement with respect to certain matters relating to
          the Park La Brea Apartments Loan Combination described in "Description
          of the Mortgage Pool--The Loan Combinations--The Park La Brea
          Apartments Loan Combination" and the Series 2006-LPD8 Master Servicer
          or the Series 2006-LDP8 Special Servicer, as applicable, will be
          required to consult, on a non-binding basis for a period of at least
          10 business days, with the controlling class for our series ML-CFC
          2006-4 certificates in respect of the items set forth above, and will
          be required to provide such parties with an opportunity to review any
          proposed action to be taken in respect thereof;

     o    in connection with the foregoing bullet, in the case of the Park La
          Brea Apartments Loan Combination, the Series 2006-LDP8 Special
          Servicer will not be obligated to seek approval from the Park La Brea
          Apartments Controlling Party, as contemplated above, for any actions
          to be taken by the Series 2006-LDP8 Special Servicer with respect to
          the Park La Brea Loan Apartments Combination or related REO Property
          if (i) the Series 2006-LDP8 Special Servicer has, as described above,
          notified the Park La Brea Apartments Controlling Party in writing of
          various actions that the Series 2006-LDP8 Special Servicer proposes to
          take with respect to the workout or liquidation of the Mortgage Loan
          or related REO Property and (ii) for 60 days following the first such
          notice, the Park La Brea Apartments Controlling Party has objected to
          all of those proposed actions but has failed to suggest any
          alternative actions that do not violate the applicable servicing
          standard.

     o    In the case of the Park La Brea Apartments Loan Combination, the Park
          La Brea Apartments Controlling Party will have the right to replace
          the special servicer with respect to the Park La Brea Apartments Loan
          Combination under the Series 2006-LDP8 Pooling and Servicing Agreement
          on terms and conditions that are similar (but not identical) to those
          applicable to the replacement of the special servicer under the
          pooling and servicing agreement for our series ML-CFC 2006-4
          certificates by the holders of a majority interest in the controlling
          class for our series ML-CFC 2006-4 certificates, as described under
          "Servicing of the Mortgage Loans--Replacement of the Special Servicer"
          in this offering prospectus; provided that the Park La Brea Apartments
          Controlling Party will be required to consult, on a non-binding basis
          for a period of at least 10 business days, with the controlling class
          for our series ML-CFC 2006-4 certificates in respect of such removal.

     o    in general, the respective parties to the Series 2006-LDP8 Pooling and
          Servicing Agreement will have substantially the same limitations on
          liability and rights to reimbursement and/or indemnification as do the
          respective parties to the pooling and servicing agreement for our
          series ML-CFC 2006-4 certificates; and

     o    if an event of default has occurred with respect to the Series
          2006-LDP8 Master Servicer under the Series 2006-LDP8 Pooling and
          Servicing Agreement that affects the series 2006-4 certificates, and
          the Series 2006-LDP8 Master Servicer is not otherwise terminated under
          the Series 2006-LDP8 Pooling and Servicing Agreement, then the Series
          2006-LDP8 Trustee, acting at the direction of the series 2006-4
          controlling class representative, will be entitled to direct the
          Series 2006-LDP8 Trustee to appoint a sub-servicer solely with respect
          to the Park La Brea Apartments Loan Combination (or if the Park La
          Brea Apartments Loan Combination is currently being sub-serviced, to
          replace the current sub-servicer, but only if such original
          sub-servicer is in default under the related sub-servicing agreement).
          The appointment (or replacement) of a sub-servicer with respect to
          the Park La Brea Apartments Loan Combination will in any event be

                                      177



          subject to confirmation from each rating agency that such appointment
          would not result in the downgrade, withdrawal or qualification of the
          then current ratings on any class of outstanding Series 2006-LDP8
          certificates and the series 2006-4 certificates. A replacement
          sub-servicer shall be selected jointly by the Park La Brea Apartments
          Controlling Party and the controlling class representative; provided
          that if the Park La Brea Apartments Controlling Party and the
          controlling class representative are not able to agree on a
          sub-servicer within 45 days after the date on which the Series
          2006-LPD8 Trustee was directed to appoint a sub-servicer or replace
          the current sub-servicer, such sub-servicer will be selected by the
          Park La Brea Apartments Controlling Party.

                     DESCRIPTION OF THE OFFERED CERTIFICATES

GENERAL

     The certificates will be issued, on or about December 12, 2006, under the
pooling and servicing agreement. They will represent the entire beneficial
ownership interest of the trust. The assets of the trust will include:

     o    a segregated pool of mortgage loans;

     o    any and all payments under and proceeds of those mortgage loans
          received after the cut-off date, exclusive of payments of principal,
          interest and other amounts due on or before that date;

     o    the loan documents for those mortgage loans;

     o    our rights under the mortgage loan purchase agreements between us and
          the respective mortgage loan sellers;

     o    any REO Properties acquired by the trust with respect to any of those
          mortgage loans that come into and continue in default;

     o    those funds or assets as from time to time are deposited in the master
          servicers' collection accounts, the special servicer's REO account,
          the trustee's distribution account described under "--Distribution
          Account" below or the trustee's interest reserve account described
          under "--Interest Reserve Account" below; and

     o    the swap agreements relating to the class A-2FL certificates, the
          class A-3FL certificates, the class AM-FL certificates and the class
          AJ-FL certificates, respectively.

     Whenever we refer to mortgage loans in this offering prospectus, we are
referring to the mortgage loans that we intend to include in the trust fund,
unless the context clearly indicates otherwise.

     The certificates will include the following classes:

     o    the A-1, A-2, A-2FL, A-3, A-3FL, A-SB, A-1A, AM, AM-FL, AJ, AJ-FL, B,
          C, D and XP classes, which are the classes of certificates that are
          offered by this offering prospectus; and

     o    the XC, E, F, G, H, J, K, L, M, N, P, Q, S, R-I and R-II classes,
          which are the classes of certificates that--

          1.   will be retained or privately placed by us; and

          2.   are not offered by this offering prospectus.


                                      178



     The class A-2FL certificates will represent undivided interests in a
grantor trust, the assets of which will include, among other things, an
uncertificated REMIC regular interest, designated as the class A-2FL REMIC II
regular interest, and the rights and obligations under a swap agreement. For so
long as it is in effect, that swap agreement will provide, among other things,
that amounts payable as interest by the trust with respect to the class A-2FL
REMIC II regular interest will be exchanged for amounts payable as interest by
the swap counterparty under that swap agreement, with payments to be made
between the trust and the swap counterparty on a net basis. The swap agreement
will provide for the calculation of interest at a LIBOR-based rate and the
accrual of interest on a notional amount equal to the total principal balance of
the class A-2FL certificates outstanding from time to time. The total principal
balance of the class A-2FL certificates at any time will equal the total
principal balance of the class A-2FL REMIC II regular interest. See "Description
of the Swap Agreements" in this offering prospectus.

     The class A-3FL certificates will represent undivided interests in a
grantor trust, the assets of which will include, among other things, an
uncertificated REMIC regular interest, designated as the class A-3FL REMIC II
regular interest, and the rights and obligations under a swap agreement. For so
long as it is in effect, that swap agreement will provide, among other things,
that amounts payable as interest by the trust with respect to the class A-3FL
REMIC II regular interest will be exchanged for amounts payable as interest by
the swap counterparty under that swap agreement, with payments to be made
between the trust and the swap counterparty on a net basis. The swap agreement
will provide for the calculation of interest at a LIBOR-based rate and the
accrual of interest on a notional amount equal to the total principal balance of
the class A-3FL certificates outstanding from time to time. The total principal
balance of the class A-3FL certificates at any time will equal the total
principal balance of the class A-3FL REMIC II regular interest. See "Description
of the Swap Agreements" in this offering prospectus.

     The class AM-FL certificates will represent undivided interests in a
grantor trust, the assets of which will include, among other things, an
uncertificated REMIC regular interest, designated as the class AM-FL REMIC II
regular interest, and the rights and obligations under a swap agreement. For so
long as it is in effect, that swap agreement will provide, among other things,
that amounts payable as interest by the trust with respect to the class AM-FL
REMIC II regular interest will be exchanged for amounts payable as interest by
the swap counterparty under that swap agreement, with payments to be made
between the trust and the swap counterparty on a net basis. The swap agreement
will provide for the calculation of interest at a LIBOR-based rate and the
accrual of interest on a notional amount equal to the total principal balance of
the class AM-FL certificates outstanding from time to time. The total principal
balance of the class AM-FL certificates at any time will equal the total
principal balance of the class AM-FL REMIC II regular interest. See "Description
of the Swap Agreements" in this offering prospectus.

     The class AJ-FL certificates will represent undivided interests in a
grantor trust, the assets of which will include, among other things, an
uncertificated REMIC regular interest, designated as the class AJ-FL REMIC II
regular interest, and the rights and obligations under a swap agreement. For so
long as it is in effect, that swap agreement will provide, among other things,
that amounts payable as interest by the trust with respect to the class AJ-FL
REMIC II regular interest will be exchanged for amounts payable as interest by
the swap counterparty under that swap agreement, with payments to be made
between the trust and the swap counterparty on a net basis. The swap agreement
will provide for the calculation of interest at a LIBOR-based rate and the
accrual of interest on a notional amount equal to the total principal balance of
the class AJ-FL certificates outstanding from time to time. The total principal
balance of the class AJ-FL certificates at any time will equal the total
principal balance of the class AJ-FL REMIC II regular interest. See "Description
of the Swap Agreements" in this offering prospectus.

     The class A-1, A-2, A-2FL, A-3, A-3FL, A-SB, A-1A, AM, AM-FL, AJ, AJ-FL, B,
C, D, E, F, G, H, J, K, L, M, N, P, Q and S certificates are the only
certificates that will have principal balances and are sometimes referred to as
the principal balance certificates. The principal balance of any of these
certificates will represent the total payments of principal to which the holder
of the certificate is entitled over time out of payments, or advances in lieu of
payments, and other collections on the assets of the trust. Accordingly, on each
distribution


                                       179



date, the principal balance of each certificate having a principal balance will
be permanently reduced by any payments of principal actually made with respect
to that certificate on that distribution date. See "--Payments" below.

     On any particular distribution date, the principal balance of each class of
principal balance certificates may also be reduced, without any corresponding
payment, in connection with losses on the mortgage loans and default-related and
otherwise unanticipated expenses of the trust. However, in limited
circumstances, the total principal balance of a class of principal balance
certificates that was previously so reduced without a corresponding payment of
principal, may be reinstated (up to the amount of that prior reduction), with
past due interest. In general, such a reinstatement of principal balance on any
particular distribution date would result from any recoveries of Nonrecoverable
Advances or interest thereon that were reimbursed and/or paid in a prior
collection period from the principal portion of general collections on the
mortgage pool, which recoveries are included in the Principal Distribution
Amount for that distribution date. See "--Reductions to Certificate Principal
Balances in Connection with Realized Losses and Additional Trust Fund Expenses"
below.

     Notwithstanding the foregoing, in the case of the class A-2FL certificates,
any applicable distributions of principal on any given distribution date will
first be allocated in reduction of the total principal balance of the class
A-2FL REMIC II regular interest before actually being distributed to the class
A-2FL certificateholders. In addition, any reduction in the total principal
balance of the class A-2FL certificates on any given distribution date, without
any corresponding payment, in connection with losses on the mortgage loans and
default-related and otherwise unanticipated expenses of the trust, will be made
in response to a corresponding reduction made in the total principal balance of
the class A-2FL REMIC II regular interest in connection with those losses and
expenses. However, the total principal balance of the class A-2FL REMIC II
regular interest (and, accordingly, the total principal balance of the class
A-2FL certificates) that was previously so reduced without a corresponding
payment of principal, may be reinstated (up to the amount of the prior reduction
allocated to the class A-2FL REMIC II regular interest) on any distribution date
as a result of any recoveries of Nonrecoverable Advances or interest thereon
that were reimbursed and/or paid from the principal portion of general
collections on the mortgage pool, which recoveries are included in the Principal
Distribution Amount for that distribution date.

     Notwithstanding the foregoing, in the case of the class A-3FL certificates,
any applicable distributions of principal on any given distribution date will
first be allocated in reduction of the total principal balance of the class
A-3FL REMIC II regular interest before actually being distributed to the class
A-3FL certificateholders. In addition, any reduction in the total principal
balance of the class A-3FL certificates on any given distribution date, without
any corresponding payment, in connection with losses on the mortgage loans and
default-related and otherwise unanticipated expenses of the trust, will be made
in response to a corresponding reduction made in the total principal balance of
the class A-3FL REMIC II regular interest in connection with those losses and
expenses. However, the total principal balance of the class A-3FL REMIC II
regular interest (and, accordingly, the total principal balance of the class
A-3FL certificates) that was previously so reduced without a corresponding
payment of principal, may be reinstated (up to the amount of the prior reduction
allocated to the class A-3FL REMIC II regular interest) on any distribution date
as a result of any recoveries of Nonrecoverable Advances or interest thereon
that were reimbursed and/or paid from the principal portion of general
collections on the mortgage pool, which recoveries are included in the Principal
Distribution Amount for that distribution date.

     Notwithstanding the foregoing, in the case of the class AM-FL certificates,
any applicable distributions of principal on any given distribution date will
first be allocated in reduction of the total principal balance of the class
AM-FL REMIC II regular interest before actually being distributed to the class
AM-FL certificateholders. In addition, any reduction in the total principal
balance of the class AM-FL certificates on any given distribution date, without
any corresponding payment, in connection with losses on the mortgage loans and
default-related and otherwise unanticipated expenses of the trust, will be made
in response to a corresponding reduction made in the total principal balance of
the class AM-FL REMIC II regular interest in connection with those losses and
expenses. However, the total principal balance of the class AM-FL REMIC II
regular interest (and, accordingly, the total principal balance of the class
AM-FL certificates) that was previously so reduced without a corresponding
payment of principal, may be reinstated (up to the amount of the prior reduction
allocated to the


                                      180




class AM-FL REMIC II regular interest) on any distribution date as a result of
any recoveries of Nonrecoverable Advances or interest thereon that were
reimbursed and/or paid from the principal portion of general collections on the
mortgage pool, which recoveries are included in the Principal Distribution
Amount for that distribution date.

     Notwithstanding the foregoing, in the case of the class AJ-FL certificates,
any applicable distributions of principal on any given distribution date will
first be allocated in reduction of the total principal balance of the class
AJ-FL REMIC II regular interest before actually being distributed to the class
AJ-FL certificateholders. In addition, any reduction in the total principal
balance of the class AJ-FL certificates on any given distribution date, without
any corresponding payment, in connection with losses on the mortgage loans and
default-related and otherwise unanticipated expenses of the trust, will be made
in response to a corresponding reduction made in the total principal balance of
the class AJ-FL REMIC II regular interest in connection with those losses and
expenses. However, the total principal balance of the class AJ-FL REMIC II
regular interest (and, accordingly, the total principal balance of the class
AJ-FL certificates) that was previously so reduced without a corresponding
payment of principal, may be reinstated (up to the amount of the prior reduction
allocated to the class AJ-FL REMIC II regular interest) on any distribution date
as a result of any recoveries of Nonrecoverable Advances or interest thereon
that were reimbursed and/or paid from the principal portion of general
collections on the mortgage pool, which recoveries are included in the Principal
Distribution Amount for that distribution date.

     The class XC and XP certificates will not have principal balances, and the
holders of the class XC and XP certificates will not be entitled to receive
payments of principal. However, each class XC and XP certificate will have a
notional amount for purposes of calculating the accrual of interest with respect
to that certificate.

     The total notional amount of the class XC certificates will equal the total
principal balance of all the class A-1, A-2, A-2FL, A-3, A-3FL, A-SB, A-1A, AM,
AM-FL, AJ, AJ-FL, B, C, D, E, F, G, H, J, K, L, M, N, P, Q and S certificates
outstanding from time to time. The total initial notional amount of the class XC
certificates will be approximately $4,522,709,155 although it may be as much as
5% larger or smaller, depending on the actual size of the initial mortgage pool
balance.

     The total notional amount of the class XP certificates from time to time
will equal the sum of the components thereof set forth on Annex H to this
offering prospectus. Each of those components of the total notional amount of
the class XP certificates will relate to a particular class of principal balance
certificates and, at any time during any of the periods specified on Annex H to
this offering prospectus, will equal the lesser of (a) the specific amount
identified in the table on Annex H to this offering prospectus with respect to
the related class of principal balance certificates for that period and (b) the
then total principal balance of the related class of principal balance
certificates. Notwithstanding anything to the contrary in this offering
prospectus, the total notional amount of the class XP certificates will be $0
following the distribution date in December 2014.

     In general, principal balances and notional amounts will be reported on a
class-by-class basis. In order to determine the principal balance or notional
amount of any of your offered certificates from time to time, you may multiply
the original principal balance or notional amount of that certificate as of the
date of initial issuance of the offered certificates, as specified on the face
of that certificate, by the then-applicable certificate factor for the relevant
class. The certificate factor for any class of offered certificates, as of any
date of determination, will equal a fraction, expressed as a percentage, the
numerator of which will be the then outstanding total principal balance or
notional amount, as applicable, of that class, and the denominator of which will
be the original total principal balance or notional amount, as applicable, of
that class. Certificate factors will be reported monthly in the trustee's
report.

REGISTRATION AND DENOMINATIONS

     General. The offered certificates will be issued in book-entry form in
original denominations of:

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


                                      181



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

     Each class of offered certificates will initially be represented by one or
more certificates registered in the name of Cede & Co., as nominee of The
Depository Trust Company. You will not be entitled to receive an offered
certificate issued in fully registered, certificated form, except under the
limited circumstances described in the accompanying base prospectus under
"Description of the Certificates--Book-Entry Registration". For so long as any
class of offered certificates is held in book-entry form--

     o    all references in this offering prospectus to actions by holders of
          those certificates will refer to actions taken by DTC upon
          instructions received from beneficial owners of those certificates
          through its participating organizations; and

     o    all references in this offering prospectus to payments, notices,
          reports, statements and other information to holders of those
          certificates will refer to payments, notices, reports and statements
          to DTC or Cede & Co., as the registered holder of those certificates,
          for payment to beneficial owners of offered certificates through its
          participating organizations in accordance with DTC's procedures.

     The trustee will initially serve as certificate registrar for purposes of
providing for the registration of the offered certificates and, if and to the
extent physical certificates are issued to the actual beneficial owners of any
of the offered certificates, the registration of transfers and exchanges of
those certificates.

     DTC, Euroclear and Clearstream. You will hold your certificates through
DTC, in the United States, or Clearstream Banking Luxembourg or Euroclear Bank
S.A./N.V., as operator of the Euroclear System, in Europe, if you are a
participating organization of the applicable system, or indirectly through
organizations that are participants in the applicable system. Clearstream and
Euroclear will hold omnibus positions on behalf of organizations that are
participants in either of these systems, through customers' securities accounts
in Clearstream's or Euroclear's names on the books of their respective
depositaries. Those depositaries will, in turn, hold those positions in
customers' securities accounts in the depositaries' names on the books of DTC.
For a discussion of DTC, Euroclear and Clearstream, see "Description of the
Certificates--Book-Entry Registration--DTC, Euroclear and Clearstream" in the
accompanying base prospectus.

     Transfers between participants in DTC will occur in accordance with DTC's
rules. Transfers between participants in Clearstream and Euroclear will occur in
accordance with their applicable rules and operating procedures. Cross-market
transfers between persons holding directly or indirectly through DTC, on the one
hand, and directly or indirectly through participants in Clearstream or
Euroclear, on the other, will be accomplished through DTC in accordance with DTC
rules on behalf of the relevant European international clearing system by its
depositary. See "Description of the Certificates--Book-Entry
Registration--Holding and Transferring Book-Entry Certificates" in the
accompanying base prospectus. For additional information regarding clearance and
settlement procedures for the offered certificates and for information with
respect to tax documentation procedures relating to the offered certificates,
see Annex F hereto.

DISTRIBUTION ACCOUNT

     General. The trustee must establish and maintain an account in which it
will hold funds pending their payment on the certificates (exclusive of the
class A-2FL, A-3FL, AM-FL and AJ-FL certificates), the class A-2FL REMIC II
regular interest, the class A-3FL REMIC II regular interest, the class AM-FL
REMIC II regular interest and the class AJ-FL REMIC II regular interest and from
which it will make those payments. That distribution account must be maintained
in a manner and with a depository institution that satisfies rating agency
standards for securitizations similar to the one involving the offered
certificates. Funds held in the trustee's distribution account may be held as
cash or invested in Permitted Investments. Any interest or other income


                                      182



earned on funds in the trustee's distribution account will be paid to the
trustee subject to the limitations set forth in the pooling and servicing
agreement.

     Deposits. On the business day prior to each distribution date, each master
servicer will be required to remit to the trustee for deposit in the
distribution account the following funds:

     o    all payments and other collections on the mortgage loans and any REO
          Properties that are then on deposit in the subject master servicer's
          collection account, exclusive of any portion of those payments and
          other collections that represents one or more of the following:

          1.   monthly debt service payments due on a due date subsequent to the
               end of the related collection period;

          2.   payments and other collections received after the end of the
               related collection period;

          3.   amounts that are payable or reimbursable from the subject master
               servicer's collection account to any person other than the
               certificateholders, including--

               (a)  amounts payable to the subject master servicer or the
                    special servicer as compensation, including master servicing
                    fees, special servicing fees, workout fees, principal
                    recovery fees, assumption fees, modification fees and, to
                    the extent not otherwise applied to cover interest on
                    Advances and/or certain other actual or potential Additional
                    Trust Fund Expenses, Penalty Interest and late payment
                    charges,

               (b)  amounts payable in reimbursement of outstanding Advances,
                    together with interest on those Advances,

               (c)  amounts payable with respect to other expenses of the trust,
                    and

               (d)  amounts payable at the request of the other master servicer
                    as described in the last paragraph under "--Collection
                    Accounts--Withdrawals" above; and

          4.   amounts deposited in the subject master servicer's collection
               account in error;

     o    any compensating interest payment deposited in the subject master
          servicer's collection account to cover Prepayment Interest Shortfalls
          incurred with respect to the mortgage loans during the related
          collection period;

     o    any P&I advances made with respect to that distribution date; and

     o    any amounts paid by the subject master servicer, the special servicer
          or the plurality controlling class certificateholder to purchase all
          the mortgage loans and any REO Properties (minus certain required
          deductions) in connection with the termination of the trust as
          contemplated under "Description of the Offered
          Certificates--Termination" in this offering prospectus.

     See "--Advances of Delinquent Monthly Debt Service Payments and
Reimbursement of Advances" below and "Servicing of the Mortgage
Loans--Collection Accounts" and "--Servicing and Other Compensation and Payment
of Expenses" in this offering prospectus.

     With respect to each distribution date that occurs during March, commencing
in March 2007, the trustee will be required to transfer from its interest
reserve account, which we describe under "--Interest Reserve


                                      183



Account" below, to the distribution account the interest reserve amounts that
are then being held in that interest reserve account with respect to those
mortgage loans that accrue interest on an Actual/360 Basis.

     Withdrawals. The trustee may from time to time make withdrawals from its
distribution account for any of the following purposes:

     o    to pay itself a monthly fee which is described under "--The Trustee"
          below and any interest or other income earned on funds in the
          distribution account;

     o    to indemnify itself and various related persons, as described under
          "Description of the Governing Documents--Matters Regarding the
          Trustee" in the accompanying base prospectus;

     o    to pay for any opinions of counsel required to be obtained in
          connection with any amendments to the pooling and servicing agreement
          and certain other opinions of counsel provided for in the pooling and
          servicing agreement;

     o    to pay any federal, state and local taxes imposed on the trust, its
          assets and/or transactions, together with all incidental costs and
          expenses, that are required to be borne by the trust as described
          under "Federal Income Tax Consequences--Taxation of Owners of REMIC
          Residual Certificates--Prohibited Transactions Tax and Other Taxes" in
          the accompanying base prospectus and "Servicing of the Mortgage
          Loans--REO Properties" in this offering prospectus;

     o    to pay any separate tax administrator any amounts reimbursable to it;

     o    to transfer from its distribution account to its interest reserve
          account interest reserve amounts with respect to those mortgage loans
          that accrue interest on an Actual/360 Basis, as and when described
          under "--Interest Reserve Account" below;

     o    to pay to either master servicer any amounts deposited by it in the
          distribution account not required to be deposited therein;

     o    to pay any amounts due and payable under the terms of the Park La Brea
          Intercreditor Agreement, which amounts are specified as being payable
          by the holder of the Park La Brea Apartments Trust Mortgage Loan; and

     o    to clear and terminate the distribution account at the termination of
          the pooling and servicing agreement.

     On each distribution date, all amounts on deposit in the trustee's
distribution account, exclusive of any portion of those amounts that are to be
withdrawn for the purposes contemplated in the foregoing paragraph, will be
withdrawn and applied to make payments on the certificates (exclusive of the
class A-2FL, A-3FL, AM-FL, AJ-FL certificates), the class A-2FL REMIC II regular
interest, the class A-3FL REMIC II regular interest, the class AM-FL REMIC II
regular interest and the class AJ-FL REMIC II regular interest. For any
distribution date, those funds will consist of three separate components--

     o    the portion of those funds that represent prepayment consideration
          collected on the mortgage loans as a result of voluntary or
          involuntary prepayments that occurred during the related collection
          period, which will be paid to the holders of certain classes of
          certificates and/or the swap counterparty as described under
          "--Payments--Payments of Prepayment Premiums and Yield Maintenance
          Charges" below; and


                                      184



     o    the remaining portion of those funds, which--

          1.   we refer to as the Available Distribution Amount; and

          2.   will be paid to the holders of all the certificates, other than
               the class A-2FL, A-3FL, AM-FL and AJ-FL certificates, and with
               respect to the class A-2FL REMIC II regular interest, the class
               A-3FL REMIC II regular interest, the class AM-FL REMIC II regular
               interest and the class AJ-FL REMIC II regular interest, as
               described under "--Payments--Priority of Payments" below.

FLOATING RATE ACCOUNT

     The trustee, on behalf of the holders of the class A-2FL, A-3FL, AM-FL and
AJ-FL certificates, will be required to establish and maintain an account in
which it will hold funds pending their distribution on the class A-2FL, A-3FL,
AM-FL and/or AJ-FL certificates or to the swap counterparty and from which it
will make those distributions. That floating rate account will include separate
sub-accounts for the class A-2FL, class A-3FL, AM-FL and class AJ-FL
certificates. That floating rate account must be maintained in a manner and with
a depository institution that satisfies rating agency standards for
securitizations similar to the one involving the offered certificates. Any funds
held in the trustee's floating rate account may be held in cash or, at the
trustee's risk, invested in Permitted Investments.

     Deposits. The trustee will deposit into the applicable sub-account of the
floating rate account:

     o    all payments received from the swap counterparty under each swap
          agreement, as described under "Description of the Swap Agreements" in
          this offering prospectus; and

     o    all amounts allocable to the class A-2FL REMIC II regular interest,
          the class A-3FL REMIC II regular interest, the class AM-FL REMIC II
          regular interest and the class AJ-FL REMIC II regular interest, as
          described under this "Description of the Offered Certificates"
          section.

     Withdrawals. The trustee may from time to time make withdrawals from the
applicable sub-account of the floating rate account for any of the following
purposes:

     o    to make payments to the swap counterparty in respect of regularly
          scheduled payments payable under each of the swap agreements, as
          described under "Description of the Swap Agreements" in this offering
          prospectus;

     o    to make distributions to the class A-2FL, A-3FL, AM-FL and AJ-FL
          certificateholders on each distribution date, as described under
          "--Payments--Payments on the Class A-2FL, A-3FL, AM-FL and AJ-FL
          Certificates" below;

     o    to pay itself interest and other investment income earned on funds
          held in the floating rate account; and

     o    to pay to the person entitled thereto any amounts deposited in the
          floating rate account in error.

INTEREST RESERVE ACCOUNT

     The trustee must maintain an account in which it will hold the interest
reserve amounts described in the next paragraph with respect to those mortgage
loans that accrue interest on an Actual/360 Basis. That interest reserve account
must be maintained in a manner and with a depository that satisfies rating
agency standards for similar securitizations as the one involving the offered
certificates. The interest reserve account may be a sub-account of the
distribution account, but for purposes of the discussion in this offering
prospectus it is presented as if it were a separate account. Funds held in the
trustee's interest reserve account may be held as cash or invested


                                      185



in Permitted Investments. Any interest or other income earned on funds in the
trustee's interest reserve account will be paid to the trustee subject to the
limitations set forth in the pooling and servicing agreement.

     During January, except in a leap year, and February of each calendar year,
beginning in 2007, the trustee will, on or before the distribution date in that
month, withdraw from the distribution account and deposit in its interest
reserve account the interest reserve amounts with respect to those mortgage
loans that accrue interest on an Actual/360 Basis and for which the monthly debt
service payment due in that month was either received or advanced. That interest
reserve amount for each of those mortgage loans will generally equal one day's
interest (exclusive of Penalty Interest and net of any master servicing fees and
trustee fees payable therefrom and, in the case of the Park La Brea Apartments
Trust Mortgage Loan, further net of any servicing fee payable therefrom under
the Series 2006-LDP8 Pooling and Servicing Agreement) accrued on the Stated
Principal Balance of the subject mortgage loan as of the end of the related
collection period.

     During March of each calendar year, beginning in 2007, the trustee will, on
or before the distribution date in that month, withdraw from its interest
reserve account and deposit in the distribution account any and all interest
reserve amounts then on deposit in the interest reserve account with respect to
those mortgage loans that accrue interest on an Actual/360 Basis. All interest
reserve amounts that are so transferred from the interest reserve account to the
distribution account will be included in the Available Distribution Amount for
the distribution date during the month of transfer.


                                       186


FEES AND EXPENSES

      The following summarizes the related fees and expenses to be paid from the
assets of the trust fund and the recipient, general purpose, source and
frequency of payments for those fees and expenses:



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   TYPE / RECIPIENT                   AMOUNT                 GENERAL PURPOSE                SOURCE                     FREQUENCY
------------------------------------------------------------------------------------------------------------------------------------
FEES
------------------------------------------------------------------------------------------------------------------------------------

Master Servicing Fee /   The master servicers will earn a     Compensation      First, out of collections of            Monthly
Master Servicers         master servicing fee with                              interest with respect to the
                         respect to each and every                              subject mortgage loan and then,
                         mortgage loan in the trust,                            if the subject mortgage loan and
                         including each specially                               any related REO Property has
                         serviced mortgage loan, if any,                        been liquidated, out of general
                         and each mortgage loan, if any,                        collections on deposit in the
                         as to which the corresponding                          collection account.
                         mortgaged real property has
                         become an REO Property.  With
                         respect to each mortgage loan,
                         the master servicing fee will:
                         (1) generally be calculated for
                         the same number of days and on
                         the same principal amount as
                         interest accrues or is deemed to
                         accrue on that mortgage loan;
                         and (2) accrue at an annual rate
                         that ranges, on a loan-by-loan
                         basis, from 0.0200% per annum to
                         0.0930% per annum.  Master
                         servicing fees with respect to
                         any mortgage loan will include
                         the primary servicing fees
                         payable by the applicable master
                         servicer to any sub-servicer
                         with respect to that mortgage
                         loan.
------------------------------------------------------------------------------------------------------------------------------------
Additional Master        o  Prepayment Interest               Compensation      Interest payments made by the        Time to time
Servicing Compensation      Excesses collected on                               related borrower intended to
/ Master Servicers          mortgage loans that are the                         cover interest accrued on the
                            subject of a principal                              subject principal prepayment
                            prepayment in full or in part                       with respect to the subject
                            after their respective due                          mortgage loan during the period
                            dates in any collection                             from and after the related due
                            period;                                             date.
                         -----------------------------------------------------------------------------------------------------------
                         o  All interest and                  Compensation      Interest and investment income          Monthly
                            investment income earned on                         related to the subject accounts
                            amounts on deposit in                               (net of investment losses).
                            accounts maintained by the
                            master servicers, to the
                            extent not otherwise payable
                            to the borrowers;
                         -----------------------------------------------------------------------------------------------------------
                         o  On non-specially serviced         Compensation      Payments of late payment charges     Time to time
                            mortgage                                            and default
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                                       187





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   TYPE / RECIPIENT                   AMOUNT                 GENERAL PURPOSE                SOURCE                     FREQUENCY
------------------------------------------------------------------------------------------------------------------------------------

                            loans, late payment charges                         interest made by borrowers with
                            and default interest actually                       respect to the mortgage loans.
                            collected with respect to the
                            subject mortgage loan during
                            any collection period, but
                            only to the extent not
                            otherwise allocable to pay
                            the following items with
                            respect to the subject
                            mortgage loan: (i) interest
                            on advances; or (ii)
                            Additional Trust Fund
                            Expenses currently payable or
                            previously paid with respect
                            to the subject mortgage loan
                            or mortgaged real property
                            from collections on the
                            mortgage pool and not
                            previously reimbursed; and
                         -----------------------------------------------------------------------------------------------------------
                         o  The percentage, if any,           Compensation      Payments of the applicable           Time to time
                            specified in the pooling and                        fee(s) made by the borrower
                            servicing agreement, of each                        under the subject mortgage loan.
                            assumption application fee,
                            assumption fee, modification
                            fee, extension fee other
                            similar fee or fees paid in
                            connection with a defeasance
                            of a mortgage loan that is
                            actually paid by a borrower
                            in connection with the
                            related action.
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Special Servicing Fee    The special servicer will earn a     Compensation      Out of general collections on           Monthly
/ Special Servicer       special servicing fee with                             all the mortgage loans and any
                         respect to each mortgage loan                          REO Properties in the trust on
                         that is being specially serviced                       deposit in the master servicers'
                         or as to which the corresponding                       collection accounts.
                         mortgaged real property has
                         become an REO Property.  With
                         respect to each such mortgage
                         loan described in the preceding
                         sentence, the special servicing
                         fee will: (a) accrue for the
                         same number of days and on the
                         same principal amount as
                         interest accrues or is deemed to
                         accrue from time to time on that
                         mortgage loan; (b) accrue at a
                         special servicing fee rate of
                         0.35% per annum  (but in any
                         event may not be less than
                         $4,000 in any month with respect
                         to any specially serviced
                         mortgage loan and any mortgage
                         loan as to which the related
                         mortgaged real
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                                       188





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   TYPE / RECIPIENT                   AMOUNT                 GENERAL PURPOSE                SOURCE                     FREQUENCY
------------------------------------------------------------------------------------------------------------------------------------

                         property has become REO
                         property); and (c) be payable
                         monthly from general collections
                         on the mortgage pool.
------------------------------------------------------------------------------------------------------------------------------------
Workout Fee / Special    The special servicer will, in        Compensation      Out of each collection of            Time to time
Servicer                 general, be entitled to receive                        interest (other than default
                         a workout fee with respect to                          interest) and principal received
                         each specially serviced mortgage                       on the subject mortgage loan.
                         loan that it successfully works
                         out.  The workout fee will be
                         payable out of, and will be
                         calculated by application of a
                         workout fee rate of 1.0% to,
                         each collection of interest and
                         principal received on the
                         subject mortgage loan for so
                         long as it is not returned to
                         special servicing by reason of
                         an actual or reasonably
                         foreseeable default.
------------------------------------------------------------------------------------------------------------------------------------
Principal Recovery Fee   Subject to the exceptions            Compensation      Out of the full, partial or          Time to time
/ Special Servicer       described under "Servicing of                          discounted payoff obtained from
                         the Mortgage Loans--Servicing and                      the related borrower and/or
                         Other Compensation and Payment                         liquidation proceeds (exclusive
                         of Expenses--Principal Special                         of any portion of that payment
                         Servicing Compensation" and                            or proceeds that represents a
                         "--The Principal Recovery Fee" in                      recovery of default interest) in
                         this offering prospectus, the                          respect of the related specially
                         special servicer will, in                              serviced mortgage loan or
                         general, be entitled to receive                        related REO Property, as the
                         a principal recovery fee with                          case may be.
                         respect to:  (a) each specially
                         serviced mortgage loan--or any
                         replacement mortgage loan
                         substituted for it--as to which
                         the special servicer obtains a
                         full or discounted payoff from
                         the related borrower; and (b)
                         any specially serviced mortgage
                         loan or REO Property as to which
                         the special servicer receives
                         any liquidation proceeds, sale
                         proceeds, insurance proceeds or
                         condemnation proceeds.  As to
                         each such specially serviced
                         mortgage loan or foreclosure
                         property, the principal recovery
                         fee will be payable from, and
                         will be calculated by
                         application of a principal
                         recovery fee rate of 1.0% to,
                         the related payment or proceeds.
------------------------------------------------------------------------------------------------------------------------------------



                                       189





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   TYPE / RECIPIENT                   AMOUNT                 GENERAL PURPOSE                SOURCE                     FREQUENCY
------------------------------------------------------------------------------------------------------------------------------------

Additional Special       o  All interest and investment       Compensation      Interest and investment income          Monthly
Servicing Compensation      income earned on amounts on                         related to the subject accounts
/ Special Servicer          deposit in accounts                                 (net of investment losses).
                            maintained by the special
                            servicer;
------------------------------------------------------------------------------------------------------------------------------------
                         o  On specially serviced             Compensation      Payments of late payment charges     Time to time
                            mortgage loans, late payment                        and default interest made by
                            charges and default interest                        borrowers in respect of the
                            actually collected with                             mortgage loans.
                            respect to the subject
                            mortgage loan during any
                            collection period, but only
                            to the extent not otherwise
                            allocable to pay the
                            following items with respect
                            to the subject mortgage loan:
                            (i) interest on advances; or
                            (ii) additional trust fund
                            expenses currently payable or
                            previously paid with respect
                            to the subject mortgage loan
                            or mortgaged real property
                            from collections on the
                            mortgage pool and not
                            previously reimbursed;
------------------------------------------------------------------------------------------------------------------------------------
                         o  With respect to any               Compensation      Payments of the applicable           Time to time
                            specially serviced mortgage                         fee(s) made by the borrower
                            loan, 100% of each assumption                       under the subject mortgage loan.
                            application fee, assumption
                            fee, modification fee,
                            extension fee or other
                            similar fee actually paid by
                            a borrower with respect to
                            any assumption or
                            modification; and
------------------------------------------------------------------------------------------------------------------------------------
                         o  With respect to any               Compensation      Payments of the applicable           Time to time
                            non-specially serviced                              fee(s) made by the borrower
                            mortgage loan, the                                  under the subject mortgage loan.
                            percentage, if any, specified
                            in the pooling and servicing
                            agreement, of assumption
                            fees, assumption application
                            fees, modification fees and
                            other fees actually paid by a
                            borrower with respect to any
                            assumption,  modification or
                            other agreement entered into
                            by the applicable master
                            servicer.
------------------------------------------------------------------------------------------------------------------------------------
Trustee Fee / Trustee    The trustee fee, for any             Compensation      General collections on the              Monthly
                         distribution date, will equal                          mortgage loans and any REO
                         one month's interest at 0.0004%                        Properties on deposit in the
                         per annum with respect to each                         master servicers' collection
                         and every                                              accounts and/or the
------------------------------------------------------------------------------------------------------------------------------------



                                       190





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   TYPE / RECIPIENT                   AMOUNT                 GENERAL PURPOSE                SOURCE                     FREQUENCY
------------------------------------------------------------------------------------------------------------------------------------

                         mortgage loan in the trust,                            trustee's distribution account.
                         including each specially
                         serviced mortgage loan, if any,
                         and each mortgage loan, if any,
                         as to which the corresponding
                         mortgaged real property has
                         become an REO Property.
------------------------------------------------------------------------------------------------------------------------------------
Additional Trustee       All interest and investment          Compensation      Interest and investment income          Monthly
Compensation / Trustee   income earned on amounts on                            related to the subject account
                         deposit in accounts maintained                         (net of investment losses).
                         by the trustee.
------------------------------------------------------------------------------------------------------------------------------------
EXPENSES
------------------------------------------------------------------------------------------------------------------------------------
Servicing Advances /     To the extent of funds             Reimbursement of    Amounts on deposit in the            Time to time
Trustee, Master          available, the amount of any           expenses        applicable master servicer's
Servicers or Special     servicing advances.(1)                                 collection account that
Servicer                                                                        represent (a) payments made by
                                                                                the related borrower to cover
                                                                                the item for which such
                                                                                servicing advance was made or
                                                                                (b) liquidation proceeds,
                                                                                condemnation proceeds, insurance
                                                                                proceeds and, if applicable, REO
                                                                                revenues (in each case, if
                                                                                applicable, net of any principal
                                                                                recovery fee or workout fee
                                                                                payable therefrom) received in
                                                                                respect of the particular
                                                                                mortgage loan or related REO
                                                                                Property, provided that if the
                                                                                applicable master servicer,
                                                                                special servicer or trustee
                                                                                determines that a servicing
                                                                                advance is not recoverable out
                                                                                of collections on the related
                                                                                underlying mortgage loan, then
                                                                                out of general collections on
                                                                                the mortgage loans and any REO
                                                                                Properties in the trust on
                                                                                deposit in the applicable master
                                                                                servicer's collection  account
                                                                                or, if funds in that master
                                                                                servicer's collection account
                                                                                are insufficient, the other
                                                                                master servicer's collection
                                                                                account.
------------------------------------------------------------------------------------------------------------------------------------
Interest on servicing    At a rate per annum equal to a         Payment of      First, out of default interest       Time to time
advances / Master        published prime rate, accrued on      interest on      and late payment charges on the
Servicers, Special       the amount of each outstanding     Servicing Advances  related mortgage loan and then,
Servicer or Trustee      servicing advance.(2)                                  after or at the same time that
                                                                                advance is reimbursed, out of
                                                                                any other amounts then on
                                                                                deposit in the applicable master
                                                                                servicer's collection account
                                                                                or, if funds in that master
                                                                                servicer's collection account
                                                                                are insufficient, the other
                                                                                master servicer's collection
                                                                                account.
------------------------------------------------------------------------------------------------------------------------------------



                                       191





------------------------------------------------------------------------------------------------------------------------------------
   TYPE / RECIPIENT                   AMOUNT                 GENERAL PURPOSE                SOURCE                     FREQUENCY
------------------------------------------------------------------------------------------------------------------------------------

P&I Advances / Master    To the extent of funds             Reimbursement of    Amounts on deposit in the            Time to time
Servicers and Trustee    available, the amount of any P&I   P&I Advances made   applicable master servicer's
                         advances.(1)                        with respect to    collection account that
                                                            the mortgage pool   represent late collections of
                                                                                interest and principal (net of
                                                                                related master servicing,
                                                                                workout and principal recovery
                                                                                fees) received in respect of the
                                                                                related mortgage loans or REO
                                                                                Property as to which such P&I
                                                                                advance was made, provided that
                                                                                if the applicable master
                                                                                servicer or trustee determines
                                                                                that a P&I advance is not
                                                                                recoverable out of collections
                                                                                on the related mortgage loan,
                                                                                then out of general collections
                                                                                on the mortgage loans and any
                                                                                REO Properties in the trust on
                                                                                deposit in the applicable master
                                                                                servicer's collection account
                                                                                or, if funds in that master
                                                                                servicer's collection account
                                                                                are insufficient, the other
                                                                                master servicer's collection
                                                                                account.
------------------------------------------------------------------------------------------------------------------------------------
Interest on P&I          At a rate per annum equal to a        Payment of       First, out of default interest       Time to time
Advances / Master        published prime rate, accrued on    interest on P&I    and late payment charges on the
Servicers and Trustee    the amount of each outstanding         advances        related mortgage loan and then,
                         P&I advance.(2)                                        after or at the same time that
                                                                                advance is reimbursed, out of
                                                                                any other amounts then on
                                                                                deposit in the applicable master
                                                                                servicer's collection account
                                                                                or, if funds in that master
                                                                                servicer's collection account
                                                                                are insufficient, the other
                                                                                master servicer's collection
                                                                                account.
------------------------------------------------------------------------------------------------------------------------------------
Indemnification          Amount to which such party is       Indemnification    General collections on the           Time to time
Expenses/ Trustee and    entitled to indemnification                            mortgage loans and any REO
any director, officer,   under the pooling and servicing                        Properties on deposit in the
employee or agent of     agreement.(3)                                          applicable master servicer's
the Trustee/                                                                    collection account or, if funds
Depositor, Master                                                               in that master servicer's
Servicers or Special                                                            collection account are
Servicer and any                                                                insufficient, the other master
director, officer,                                                              servicer's collection account
employee or agent of                                                            and/or the trustee's
Depositor, either                                                               distribution account.
Master Servicer or
Special Servicer
------------------------------------------------------------------------------------------------------------------------------------



                                       192



____________________
(1)   Reimbursable out of collections on the related mortgage loan, except that:
      (a) advances that are determined not to be recoverable out of related
      collections will be reimbursable first out of general collections of
      principal on the mortgage pool and then out of other general collections
      on the mortgage pool; and (b) advances that remain outstanding after a
      specially serviced mortgage loan has been worked out and the servicing of
      that mortgage loan has been returned to the applicable master servicer may
      be reimbursable out of general collections of principal on the mortgage
      pool.

(2)   Payable out of late payment charges and/or default interest on the related
      mortgage loan or, in connection with or after reimbursement of the related
      advance, out of general collections on the mortgage pool, although in some
      cases interest on advances may be payable first or solely out of general
      collections of principal on the mortgage pool.

(3)   Payable out of general collections on the mortgage pool. In general, none
      of the above specified persons are entitled to indemnification for (1) any
      liability specifically required to be borne thereby pursuant to the terms
      of the pooling and servicing agreement, or (2) any loss, liability or
      expense incurred by reason of willful misfeasance, bad faith or negligence
      in the performance of, or the negligent disregard of, such party's
      obligations and duties under the pooling and servicing agreement, or as
      may arise from a breach of any representation or warranty of such party
      made in the pooling and servicing agreement.

CALCULATION OF PASS-THROUGH RATES

      The pass-through rates for the class   ,    and    certificates will, in
the case of each of these classes, be fixed at the rate per annum identified as
the initial pass-through rate for the subject class in the table under "Summary
of Offering Prospectus--Overview of the Series 2006-4 Certificates" in this
offering prospectus.

      The pass-through rates for the class   ,    and    certificates will, in
the case of each of these classes, with respect to any interest accrued period,
equal the lesser of: (a) the Weighted Average Net Mortgage Rate for the related
distribution date; and (b) the rate per annum identified as the initial pass
through rate for the subject class in the table under "Summary of Offering
Prospectus--Overview of the Series 2006-4 Certificates" in this offering
prospectus.

      The pass-through rates for the class   ,    and    certificates will, with
respect to any interest accrual period, equal the Weighted Average Net Mortgage
Rate for the related distribution date minus, in the case of the class
certificates %.

      The pass-through rate applicable to the class A-2FL REMIC II regular
interest for each interest accrual period will equal the lesser of--

      o       % per annum, and

      o     the Weighted Average Net Mortgage Rate for the related distribution
            date.

      The pass-through rate applicable to the class A-3FL REMIC II regular
interest for each interest accrual period will equal the lesser of--

      o       % per annum, and

      o     the Weighted Average Net Mortgage Rate for the related distribution
            date.

      The pass-through rate applicable to the class AM-FL REMIC II regular
interest for each interest accrual period will equal the lesser of--

      o       % per annum, and

      o     the Weighted Average Net Mortgage Rate for the related distribution
            date.

      The pass-through rate applicable to the class AJ-FL REMIC II regular
interest for each interest accrual period will equal the lesser of--


                                       193



      o        % per annum, and

      o     the Weighted Average Net Mortgage Rate for the related distribution
            date.

      For so long as the related swap agreement is in effect and there is no
continuing payment default thereunder on the part of the swap counterparty, the
pass-through rate applicable to the class A-2FL certificates for each interest
accrual period will equal LIBOR plus   % per annum. For so long as the related
swap agreement is in effect and there is no continuing payment default
thereunder on the part of the swap counterparty, the pass-through rate
applicable to the class A-3FL certificates for each interest accrual period will
equal LIBOR plus % per annum. For so long as the related swap agreement is in
effect and there is no continuing payment default thereunder on the part of the
swap counterparty, the pass-through rate applicable to the class AM-FL
certificates for each interest accrual period will equal LIBOR plus   % per
annum. For so long as the related swap agreement is in effect and there is no
continuing payment default thereunder on the part of the swap counterparty, the
pass-through rate applicable to the class AJ-FL certificates for each interest
accrual period will equal LIBOR plus % per annum. However, the pass-through rate
with respect to the class A-2FL, A-3FL, AM-FL or AJ-FL certificates may be
effectively reduced as a result of shortfalls allocated to the corresponding
REMIC II regular interest. In addition, if there is a continuing Swap Payment
Default under the related swap agreement, or if the related swap agreement is
terminated and a replacement swap agreement is not obtained, then the
pass-through rate with respect to the class A-2FL certificates, the class A-3FL
certificates, the class AM-FL certificates or the class AJ-FL certificates, as
applicable, will convert to a per annum rate equal to the pass-through rate on
the corresponding REMIC II regular interest, and accordingly the interest
accrual period and interest accrual basis for that class of certificates will
convert to those of the corresponding REMIC II regular interest. See "--Payments
on the Class A-2FL, A-3FL, AM-FL and AJ-FL Certificates" below and "Description
of the Swap Agreements--The Swap Agreements" in this offering prospectus.

      The term "LIBOR" means, with respect to the class A-2FL, A-3FL, AM-FL and
AJ-FL certificates and each interest accrual period for those certificates, the
rate for deposits in U.S. Dollars, for a period equal to one month, which
appears on the Dow Jones Market Service (formerly Telerate) Page 3750 as of
11:00 a.m., London time, on the related LIBOR Determination Date. If that rate
does not appear on Dow Jones Market Service Page 3750, LIBOR for that interest
accrual period will be determined on the basis of the rates at which deposits in
U.S. Dollars are offered by any five major reference banks in the London
interbank market selected by the calculation agent under each swap agreement to
provide that bank's offered quotation of such rates at approximately 11:00 a.m.,
London time, on the related LIBOR Determination Date to prime banks in the
London interbank market for a period of one month, commencing on the first day
of the subject interest accrual period and in an amount that is representative
for a single such transaction in the relevant market at the relevant time. The
calculation agent under each swap agreement will request the principal London
office of any five major reference banks in the London interbank market selected
by the calculation agent to provide a quotation of those rates, as offered by
each such bank. If at least two such quotations are provided, LIBOR for that
interest accrual period will be the arithmetic mean of the quotations. If fewer
than two quotations are provided as requested, LIBOR for that interest accrual
period will be the arithmetic mean of the rates quoted by major banks in New
York City selected by the calculation agent under each swap agreement, at
approximately 11:00 a.m., New York City time, on the related LIBOR Determination
Date with respect to the subject interest accrual period for loans in U.S.
Dollars to leading European banks for a period equal to one month, commencing on
the LIBOR Determination Date with respect to such interest accrual period and in
an amount that is representative for a single such transaction in the relevant
market at the relevant time. The calculation agent under each swap agreement
will determine LIBOR for each interest accrual period and the determination of
LIBOR by the calculation agent will be binding absent manifest error.

      The "LIBOR Determination Date" for the class A-2FL, A-3FL, AM-FL and AJ-FL
certificates is (i) with respect to the initial interest accrual period, the
date that is two LIBOR business days prior to the date of initial issuance of
the certificates, and (ii) with respect to each applicable interest accrual
period thereafter, the date that is two LIBOR Business Days prior to the
commencement of the subject interest accrual period. A "LIBOR


                                       194



Business Day" is any day on which commercial banks are open for general business
(including dealings in foreign exchange and foreign currency deposits) in
London, England and/or New York, New York.

      The pass-through rate for the class XP certificates, for each interest
accrual period through and including the      interest accrual period, will
equal the weighted average of the respective strip rates, which we refer to as
class XP strip rates, at which interest accrues during that interest accrual
period on the respective components of the total notional amount of the class XP
certificates outstanding immediately prior to the related distribution date,
with the relevant weighting to be done based upon the relative sizes of those
components. Each of those components will be comprised of all or a designated
portion of the total principal balance of a specified class of principal balance
certificates. If all or a designated portion of the total principal balance of
any class of principal balance certificates is identified under "--General"
above as being part of the total notional amount of the class XP certificates
immediately prior to any distribution date, then that total principal balance
(or designated portion thereof) will represent a separate component of the
notional amount of the class XP certificates for purposes of calculating the
accrual of interest during the related interest accrual period. For purposes of
accruing interest during any interest accrual period, through and including the
     interest accrual period, on any particular component of the notional amount
of the class XP certificates immediately prior to the related distribution date,
the applicable class XP strip rate will equal the excess, if any, of:

      (1)   the lesser of (a) the reference rate specified in Annex G to this
            offering prospectus for such interest accrual period and (b) the
            Weighted Average Net Mortgage Rate for the related distribution
            date, over

      (2)   the pass-through rate in effect during such interest accrual period
            for the class of principal balance certificates whose principal
            balance, or a designated portion thereof, comprises such component
            (or, in the case of each of the A-2FL, A-3FL, AM-FL and AJ-FL
            classes, the pass-through rate in effect during such interest
            accrual period for the corresponding REMIC II regular interest).

      Following the     interest accrual period, the class XP certificates will
cease to accrue interest. In connection therewith, the class XP certificates
will have a 0% pass-through rate for the     interest accrual period and for
each interest accrual period thereafter.

      The pass-through rate for the class XC certificates for any interest
accrual period will equal the weighted average of the respective strip rates,
which we refer to as class XC strip rates, at which interest accrues during that
interest accrual period on the respective components of the total notional
amount of the class XC certificates outstanding immediately prior to the related
distribution date, with the relevant weighting to be done based upon the
relative sizes of those components. Each of those components will be comprised
of all or a designated portion of the total principal balance of the respective
classes of the principal balance certificates. In general, the total principal
balance of each class of principal balance certificates will constitute a
separate component of the total notional amount of the class XC certificates;
provided that, if a portion, but not all, of the total principal balance of any
particular class of principal balance certificates is identified under
"--General" above as being part of the total notional amount of the class XP
certificates immediately prior to any distribution date, then that identified
portion of such total principal balance will also represent a separate component
of the total notional amount of the class XC certificates for purposes of
calculating the accrual of interest during the related interest accrual period,
and the remaining portion of such total principal balance will represent another
separate component of the class XC certificates for purposes of calculating the
accrual of interest during the related interest accrual period. For purposes of
accruing interest during any interest accrual period, through and including the
     interest accrual period, on any particular component of the total notional
amount of the class XC certificates immediately prior to the related
distribution date, the applicable class XC strip rate will be calculated as
follows:

      (1)   if such particular component consists of the entire total principal
            balance of any class of principal balance certificates, and if such
            total principal balance also constitutes, in its entirety, a
            component of the total notional amount of the class XP certificates
            immediately prior to the


                                       195



            related distribution date, then the applicable class XC strip rate
            will equal the excess, if any, of (a) the Weighted Average Net
            Mortgage Rate for the related distribution date, over (b) the
            greater of (i) the reference rate specified on Annex G to this
            offering prospectus for such interest accrual period and (ii) the
            pass-through rate in effect during such interest accrual period for
            such class of principal balance certificates (or, in the case of
            each of the A-2FL, A-3FL, AM-FL and AJ-FL classes, the pass-through
            rate in effect during such interest accrual period for the
            corresponding REMIC II regular interest);

      (2)   if such particular component consists of a designated portion (but
            not all) of the total principal balance of any class of principal
            balance certificates, and if such designated portion of such total
            principal balance also constitutes a component of the total notional
            amount of the class XP certificates immediately prior to the related
            distribution date, then the applicable class XC strip rate will
            equal the excess, if any, of (a) the Weighted Average Net Mortgage
            Rate for the related distribution date, over (b) the greater of (i)
            the reference rate specified on Annex G to this offering prospectus
            for such interest accrual period and (ii) the pass-through rate in
            effect during such interest accrual period for such class of
            principal balance certificates (or, in the case of each of the
            A-2FL, A-3FL, AM-FL and AJ-FL classes, the pass-through rate in
            effect during such interest accrual period for the corresponding
            REMIC II regular interest);

      (3)   if such particular component consists of the entire total principal
            balance of any class of principal balance certificates, and if such
            total principal balance does not, in whole or in part, also
            constitute a component of the total notional amount of the class XP
            certificates immediately prior to the related distribution date,
            then the applicable class XC strip rate will equal the excess, if
            any, of (a) the Weighted Average Net Mortgage Rate for the related
            distribution date, over (b) the pass-through rate in effect during
            such interest accrual period for such class of principal balance
            certificates (or, in the case of each of the A-2FL, A-3FL, AM-FL and
            AJ-FL classes, the pass-through rate in effect during such interest
            accrual period for the corresponding REMIC II regular interest); and

      (4)   if such particular component consists of a designated portion (but
            not all) of the total principal balance of any class of principal
            balance certificates, and if such designated portion of such total
            principal balance does not also constitute a component of the total
            notional amount of the class XP certificates immediately prior to
            the related distribution date, then the applicable class XC strip
            rate will equal the excess, if any, of (a) the Weighted Average Net
            Mortgage Rate for the related distribution date, over (b) the
            pass-through rate in effect during such interest accrual period for
            such class of principal balance certificates (or, in the case of
            each of the A-2FL, A-3FL, AM-FL and AJ-FL classes, the pass-through
            rate in effect during such interest accrual period for the
            corresponding REMIC II regular interest).

      Notwithstanding the foregoing, for purposes of accruing interest on the
class XC certificates during each interest accrual period subsequent to the
     interest accrual period, the total principal balance of each class of
principal balance certificates will constitute a single separate component of
the total notional amount of the class XC certificates, and the applicable class
XC strip rate with respect to each such component for each such interest period
will equal the excess, if any, of (a) the Weighted Average Net Mortgage Rate for
such interest accrual period, over (b) the pass-through rate in effect during
such interest accrual period for the class of principal balance certificates
whose principal balance makes up such component (or, in the case of each of the
A-2FL, A-3FL, AM-FL and AJ-FL classes, the pass-through rate in effect during
such interest accrual period for the corresponding REMIC II regular interest).

      The class R-I and R-II certificates will not be interest-bearing and,
therefore, will not have pass-through rates.


                                       196



PAYMENTS

      General. On each distribution date, the trustee will, to the extent of
available funds, make all payments required to be made on the certificates on
that date to the holders of record as of the close of business on the last
business day of the calendar month preceding the month in which those payments
are to occur. The final payment of principal and/or interest on any offered
certificate, however, will be made only upon presentation and surrender of that
certificate at the offices of the certificate registrar or such other location
to be specified in a notice of the pendency of that final payment.

      In order for a certificateholder to receive payments by wire transfer on
and after any particular distribution date, that certificateholder must provide
the trustee with written wiring instructions no later than five business days
prior to the last business day of the calendar month preceding the month in
which that distribution date occurs. Otherwise, that certificateholder will
receive its payments by check mailed to it.

      Cede & Co. will be the registered holder of your offered certificates, and
you will receive payments on your offered certificates through DTC and its
participating organizations, until physical certificates are issued to the
actual beneficial owners. See "--Registration and Denominations" above.

      All payments with respect to the class A-2FL REMIC II regular interest,
the class A-3FL REMIC II regular interest, the class AM-FL REMIC II regular
interest and the class AJ-FL REMIC II regular interest will be made to the
trustee's floating rate account.

      Payments of Interest. All of the classes of the certificates (except for
the class R-I and R-II certificates), the class A-2FL REMIC II regular interest,
the class A-3FL REMIC II regular interest, the class AM-FL REMIC II regular
interest, and the class AJ-FL REMIC II regular interest, will bear interest.

      With respect to each interest-bearing class of the certificates and with
respect to each of the class A-2FL REMIC II regular interest, the class A-3FL
REMIC II regular interest, the class AM-FL REMIC II regular interest and the
class AJ-FL REMIC II regular interest, that interest will accrue during each
related interest accrual period based upon--

      o     the pass-through rate with respect to that particular class of
            certificates, the class A-2FL REMIC II regular interest, the class
            A-3FL REMIC II regular interest, the class AM-FL REMIC II regular
            interest or the class AJ-FL REMIC II regular interest, as the case
            may be, for that interest accrual period;

      o     the total principal balance or notional amount, as the case may be,
            of that particular class of certificates, the class A-2FL REMIC II
            regular interest, the class A-3FL REMIC II regular interest, the
            class AM-FL REMIC II regular interest or the class AJ-FL REMIC II
            regular interest, as the case may be, outstanding immediately prior
            to the related distribution date; and

      o     the assumption that each year consists of twelve 30-day months (or,
            in the case of each of the A-2FL, A-3FL, AM-FL and AJ-FL classes,
            for so long as the related swap agreement is in effect and there is
            no continuing payment default thereunder on the part of the swap
            counterparty, based on the actual number of days in that interest
            accrual period and the assumption that each year consists of 360
            days).In addition, if the pass-through rate of the class A-2FL REMIC
            II regular interest, the class A-3FL REMIC II regular interest, the
            class AM-FL REMIC II regular interest or the class AJ-FL REMIC II
            regular interest for any interest accrual period is limited by the
            Weighted Average Net Mortgage Rate, then the amount by which the
            interest distributable with respect to that REMIC II regular
            interest is reduced as a result of that limitation will result in a
            corresponding reduction to the amount of interest payable by the
            swap counterparty with respect to the related distribution date and
            therefore a corresponding reduction to the amount of interest


                                       197



            distributable with respect to the class A-2FL certificates, the
            class A-3FL certificates, the class AM-FL certificates or the class
            AJ-FL certificates, as applicable, on that distribution date.

      On each distribution date, subject to available funds and the priorities
of payment described under "--Payments--Priority of Payments" below, the total
amount of interest payable to the holders of each interest-bearing class of the
certificates (exclusive of the class A-2FL, A-3FL, AM-FL and AJ-FL certificates)
and with respect to each of the class A-2FL REMIC II regular interest, the class
A-3FL REMIC II regular interest, the class AM-FL REMIC II regular interest and
the class AJ-FL REMIC II regular interest will include the total amount of
interest accrued during the related interest accrual period with respect to that
class of certificates or that REMIC II regular interest, as the case may be,
reduced (except in the case of the class XC and XP certificates) by the portion
of any Net Aggregate Prepayment Interest Shortfall for that distribution date
allocable to the subject class of certificates.

      The portion of the Net Aggregate Prepayment Interest Shortfall for any
distribution date that is allocable to any class of principal balance
certificates will equal the product of:

      1.    the amount of that Net Aggregate Prepayment Interest Shortfall for
            that distribution date (less the amount allocated to the applicable
            class of certificates as specified in the following paragraph)
            multiplied by

      2.    a fraction, the numerator of which is the total amount of interest
            accrued during the related interest accrual period with respect to
            the subject class of principal balance certificates or the subject
            REMIC II regular interest, as the case may be, and the denominator
            of which is the total amount of interest accrued during the related
            interest accrual period with respect to all of the interest bearing
            classes of certificates (exclusive of the class A-2FL, A-3FL, AM-FL
            and AJ-FL certificates), the class A-2FL REMIC II regular interest,
            the class A-3FL REMIC II regular interest, the class AM-FL REMIC II
            regular interest and the class AJ-FL REMIC II regular interest.

      Although Net Aggregate Prepayment Interest Shortfalls will not be
allocated directly to the class A-2FL, A-3FL, AM-FL or AJ-FL certificates, any
such shortfalls allocated to the corresponding REMIC II regular interest will
result in a dollar-for-dollar reduction in the interest distributable on the
class A-2FL, A-3FL, AM-FL or AJ-FL certificates, as the case may be. Any
distributions of interest allocated to the class A-2FL REMIC II regular
interest, the class A-3FL REMIC II regular interest, the class AM-FL REMIC II
regular interest and the class AJ-FL REMIC II regular interest, will be
deposited in the trustee's floating rate account and will thereafter be
distributed to the holders of the class A-2FL, A-3FL, AM-FL or AJ-FL
certificates, as applicable, and/or the swap counterparty, as applicable.

      If the holders of any interest-bearing class of the certificates (other
than the class A-2FL, A-3FL, AM-FL and AJ-FL certificates) or the applicable
grantor trust with respect to the class A-2FL REMIC II regular interest, A-3FL
REMIC II regular interest, AM-FL REMIC II regular interest or AJ-FL REMIC II
regular interest do not receive all of the interest to which they are entitled
on any distribution date, then they will continue to be entitled to receive the
unpaid portion of that interest on future distribution dates, subject to the
available funds for those future distribution dates and the priorities of
payment described under "--Payments--Priority of Payments" below. However, no
interest will accrue on any of that unpaid interest, and a portion of any past
due interest payable with respect to each of the class A-2FL REMIC II regular
interest, the class A-3FL REMIC II regular interest, the class AM-FL REMIC II
regular interest and the class AJ-FL REMIC II regular interest may be payable to
the swap counterparty.

      Payments of Principal. In general, subject to available funds and the
priority of payments described under "--Payments--Priority of Payments" below,
the total distributions of principal to be made with respect to the principal
balance certificates (other than the class A-2FL, A-3FL, AM-FL and AJ-FL
certificates), the class A-2FL REMIC II regular interest, the class A-3FL REMIC
II regular interest, the class AM-FL REMIC II regular


                                       198



interest and the class AJ-FL REMIC II regular interest, on any given
distribution date will equal the Principal Distribution Amount for that
distribution date, and the total distributions of principal to be made with
respect to any particular class of principal balance certificates on any given
distribution date will equal the portion of the Principal Distribution Amount
for that distribution date that is allocable to that particular class of
principal balance certificates. So long as the class A-3, A-3FL or A-SB
certificates, on the one hand, and A-1A certificates, on the other hand, remain
outstanding, however, except as otherwise set forth below, the Principal
Distribution Amount for each distribution date will be calculated on a loan
group-by-loan group basis. On each distribution date after the total principal
balance of either the A-3, A-3FL or A-SB on the one hand, or the class A-1A
certificates, on the other hand, has been reduced to zero, a single Principal
Distribution Amount will be calculated in the aggregate for both loan groups.

      As indicated in the definition of "Principal Distribution Amount" in the
glossary to this offering prospectus, the Principal Distribution Amount for any
distribution date will generally be:

      o     reduced by any Nonrecoverable Advance, with interest thereon, or any
            Workout-Delayed Reimbursement Amount with respect to any mortgage
            loan (or, in the case of a servicing advance, the related Loan
            Combination) that is reimbursed out of general collections of
            principal on the mortgage pool received during the related
            collection period; and

      o     increased by any items recovered during the related collection
            period that previously constituted a Nonrecoverable Advance or
            interest thereon or a Workout-Delayed Reimbursement Amount that was
            reimbursed out of general collections of principal on the mortgage
            pool during a prior collection period.

      If any Nonrecoverable Advance, with interest thereon, or Workout-Delayed
Reimbursement Amount with respect to a mortgage loan is reimbursed out of
general collections of principal on the mortgage pool, then any corresponding
reduction in the Principal Distribution Amount for the relevant distribution
date, as contemplated by the first bullet of the prior paragraph, will generally
result first in a reduction in the portion of such Principal Distribution Amount
attributable to the loan group that includes the subject mortgage loan, until
such portion is reduced to zero, and then in the portion of such Principal
Distribution Amount that is attributable to the other loan group. Increases in
the Principal Distribution Amount for any distribution date, as contemplated by
the second bullet of the prior paragraph, will generally be made to offset prior
reductions in reverse order to that described in the prior sentence. See
"Servicing of the Mortgage Loans--Servicing and Other Compensation and Payment
of Expenses" in this offering prospectus and "--Advances of Delinquent Monthly
Debt Service Payments and Reimbursement of Advances" below.

      The payment of Additional Trust Fund Expenses with respect to any mortgage
loan may result in a reduction of amounts allocable as principal of that
mortgage loan and, accordingly, a smaller Principal Distribution Amount.

      In general, the portion of the Principal Distribution Amount consisting of
the Loan Group 1 Principal Distribution Amount will be allocated to the class
A-1, A-2, A-3 and A-SB certificates, the class A-2FL REMIC II regular interest
and the class A-3FL REMIC II regular interest on each distribution date as
follows:

      o     first, to the class A-SB certificates, up to the lesser of--

            1.    the entire Loan Group 1 Principal Distribution Amount for that
                  distribution date, and

            2.    the excess, if any, of (a) the total principal balance of the
                  class A-SB certificates outstanding immediately prior to that
                  distribution date, over (b) the Class A-SB Planned Principal
                  Balance for that distribution date;


                                       199



      o     second, to the class A-1 certificates, up to the lesser of--

            1.    the entire Loan Group 1 Principal Distribution Amount for that
                  distribution date, reduced by any portion of that amount
                  allocable to the class A-SB certificates as described in the
                  preceding bullet, and

            2.    the total principal balance of the class A-1 certificates
                  outstanding immediately prior to that distribution date;

      o     third, to the class A-2 certificates and the class A-2FL REMIC II
            regular interest, on a pro rata basis by principal balance, up to
            the lesser of--

            1.    the entire Loan Group 1 Principal Distribution Amount for that
                  distribution date, reduced by any portion of that amount
                  allocable to the class A-SB and/or A-1 certificates as
                  described in the preceding two bullets, and

            2.    the total principal balance of the class A-2 certificates and
                  the class A-2FL REMIC II regular interest outstanding
                  immediately prior to that distribution date;

      o     fourth, to the class A-3 certificates and the class A-3FL REMIC II
            regular interest, on a pro rata basis by principal balance, up to
            the lesser of--

            1.    the entire Loan Group 1 Principal Distribution Amount for that
                  distribution date, reduced by any portion of that amount
                  allocable to the class A-SB, A-1 and/or A-2 certificates
                  and/or the class A-2FL REMIC II regular interest as described
                  in the preceding three bullets, and

            2.    the total principal balance of the class A-3 certificates and
                  the A-3FL REMIC II regular interest outstanding immediately
                  prior to that distribution date; and

      o     fifth, to the class A-SB certificates, up to the lesser of--

            1.    the entire Loan Group 1 Principal Distribution Amount for that
                  distribution date, reduced by any portion of that amount
                  allocable to the class A-SB, A-1, A-2 and/or A-3 certificates,
                  the class A-2FL REMIC II regular interest and/or the class
                  A-3FL REMIC II regular interest as described in the preceding
                  four bullets, and

            2.    the total principal balance of the class A-SB certificates
                  outstanding immediately prior to that distribution date (as
                  reduced by any portion of the Loan Group 1 Principal
                  Distribution Amount for that distribution date allocable to
                  the class A-SB certificates as described in the first bullet
                  of this paragraph).

      In general, the portion of the Principal Distribution Amount consisting of
the Loan Group 2 Principal Distribution Amount will be allocated to the class
A-1A certificates on each distribution date up to the lesser of--

      o     the entire Loan Group 2 Principal Distribution Amount for that
            distribution date; and

      o     the total principal balance of the class A-1A certificates
            outstanding immediately prior to that distribution date.

      If the Loan Group 1 Principal Distribution Amount for any distribution
date exceeds the total principal balance of the class A-1, A-2, A-3 and A-SB
certificates, the class A-2FL REMIC II regular interest and the class A-3FL
REMIC II regular interest outstanding immediately prior to that distribution
date, then (following


                                       200



retirement of the class A-1, A-2, A-3 and A-SB certificates, the class A-2FL
REMIC II regular interest and the class A-3FL REMIC II regular interest) the
remaining portion thereof would be allocated to the class A-1A certificates, up
to the extent necessary to retire such class of certificates. Similarly, if the
Loan Group 2 Principal Distribution Amount for any distribution date exceeds the
total principal balance of the class A-1A certificates outstanding immediately
prior to that distribution date, then (following retirement of the class A-1A
certificates) the remaining portion thereof would be allocated (after taking
account of the allocations of the Loan Group 1 Principal Distribution Amount for
that distribution date described in the second preceding paragraph): first, to
the class A-SB certificates, up to the extent necessary to pay down the then
total principal balance thereof to the Class A-SB Planned Principal Balance for
that distribution date; second, to the class A-1, up to the extent necessary to
retire that class of certificates; third, to the class A-2 certificates and the
class A-2FL REMIC II regular interest, on a pro rata basis by principal balance,
up to the extent necessary to retire that class of certificates and that REMIC
II regular interest; fourth, to the class A-3 certificates and the class A-3FL
REMIC II regular interest, on a pro rata basis by principal balance, up to the
extent necessary to retire that class of certificates and that REMIC II regular
interest; and fifth, to the class A-SB certificates, up to the extent necessary
to retire that class of certificates.

      Notwithstanding the foregoing, if any of two or more of the A-1, A-2,
A-2FL, A-3, A-3FL, A-SB and A-1A classes are outstanding at a time when the
total principal balance of the class AM, AM-FL, AJ, AJ-FL, B, C, D, E, F, G, H,
J, K, L, M, N, P, Q and S certificates has been reduced to zero as described
under "--Reductions to Certificate Principal Balances in Connection with
Realized Losses and Additional Trust Fund Expenses" below, then the Principal
Distribution Amount for each distribution date thereafter will be allocable
among the A-1, A-2, A-3, A-SB and A-1A classes that remain outstanding and, if
applicable, the class A-2FL REMIC II regular interest and/or the class A-3FL
REMIC II regular interest on a pro rata basis in accordance with their
respective total principal balances immediately prior to that distribution date,
in each case up to that total principal balance.

      Following the retirement of the class A-1, A-2, A-3, A-SB and A-1A
certificates, the class A-2FL REMIC II regular interest and the class A-3FL
REMIC II regular interest, the Principal Distribution Amount for each
distribution date will be allocated to the respective classes of certificates
identified in the table below and in the order of priority set forth in that
table, in each case up to the lesser of--

      o     the portion of that Principal Distribution Amount that remains
            unallocated; and

      o     the total principal balance of the particular class immediately
            prior to that distribution date.


                                       201



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

______________________
*     Pro rata and pari passu based on the respective total principal balances
      thereof.

      In no event will the holders of any class of certificates listed in the
foregoing table be entitled to receive any payments of principal until the total
principal balance of the class A-1, A-2, A-3, A-SB and A-1A certificates, the
class A-2FL REMIC II regular interest and the class A-3FL REMIC II regular
interest is reduced to zero. Furthermore, in no event will the holders of any
class of certificates listed in the foregoing table be entitled to receive any
payments of principal until the total principal balance of all other classes of
certificates, if any, listed above it in the foregoing table is reduced to zero.

      Reimbursement Amounts. As discussed under "--Reductions of Certificate
Principal Balances in Connection with Realized Losses and Additional Trust Fund
Expenses" below, the total principal balance of any class of principal balance
certificates (exclusive of the class A-2FL, A-3FL, AM-FL and AJ-FL
certificates), of the class A-2FL REMIC II regular interest, the class A-3FL
REMIC II regular interest, the class AM-FL REMIC II regular interest and the
class AJ-FL REMIC II regular interest may be reduced without a corresponding
payment of principal. If that occurs with respect to any such class of principal
balance certificates or with respect to the class A-2FL REMIC II regular
interest, the class A-3FL REMIC II regular interest, the class AM-FL REMIC II
regular interest or the class AJ-FL REMIC II regular interest, then, subject to
available funds from time to time and the priority of payments described under
"--Payments--Priority of Payments" below, there may be distributed with respect
to that class of principal balance certificates or that REMIC II regular
interest, as applicable, a reimbursement of the amount of any such reduction,
without interest. References to the "loss reimbursement amount" under
"--Payments--Priority of Payments" below mean, in the case of any class of
principal balance certificates (exclusive of the class A-2FL, A-3FL, AM-FL and
AJ-FL certificates) or in the case of the class A-2FL REMIC II regular interest,
the class A-3FL REMIC II regular interest, the class AM-FL REMIC II regular
interest or the class AJ-FL REMIC II regular interest, for any distribution
date, the total amount of all previously unreimbursed reductions, if any, made
in the total principal balance of that class of principal balance certificates
or the total principal balance of the that REMIC II regular interest, as
applicable, on all prior distribution dates as discussed under "--Reductions of
Certificate Principal Balances in Connection with Realized Losses and Additional
Trust Fund Expenses" below. Any such reimbursements with respect to the class
A-2FL REMIC II regular interest, the class A-3FL REMIC II regular interest, the
class AM-FL REMIC II regular interest or the class AJ-FL REMIC II regular
interest, will be deposited in the trustee's floating rate account and
thereafter will be distributed to the holders of the class A-2FL certificates,
the class A-3FL certificates, the class AM-FL certificates or the class AJ-FL
certificates, as applicable.


                                       202



      In limited circumstances, the total principal balance of a class of
principal balance certificates (exclusive of the class A-2FL, A-3FL, AM-FL and
AJ-FL certificates), of the class A-2FL REMIC II regular interest, the class
A-3FL REMIC II regular interest, the class AM-FL REMIC II regular interest or of
the class AJ-FL REMIC II regular interest that was previously reduced as
described in the preceding paragraph without a corresponding payment of
principal, may be reinstated (up to the amount of the prior reduction), with
interest. Any such reinstatement of principal balance would result in a
corresponding reduction in the loss reimbursement amount with respect to the
subject class of principal balance certificates or the subject REMIC II regular
interest, as applicable. In general, such a reinstatement of principal balance
on any particular distribution date would result from any recoveries of
Nonrecoverable Advances (or interest thereon) that was reimbursed in a prior
collection period from the principal portion of general collections on the
mortgage pool, which recoveries are included in the Principal Distribution
Amount for such Distribution Date. Any such reinstatement of principal balance
with respect to the class A-2FL REMIC II regular interest, the class A-3FL REMIC
II regular interest, the class AM-FL REMIC II regular interest or of the class
AJ-FL REMIC II regular interest will result in a corresponding reinstatement of
the principal balance with respect to the class A-2FL certificates. the class
A-3FL certificates, the class AM-FL certificates and the class AJ-FL
certificates, as applicable.

      Priority of Payments. On each distribution date, the trustee will apply
the Available Distribution Amount for that date applicable to the related loan
group or both loan groups, to make the following payments in the following order
of priority, in each case to the extent of the remaining applicable portion of
the Available Distribution Amount:



  ORDER OF          RECIPIENT CLASS
  PAYMENT              OR CLASSES                                      TYPE AND AMOUNT OF PAYMENT
------------  -----------------------------  -------------------------------------------------------------------------------

     1                   XC and XP*          From the entire Available Distribution Amount, interest up to the total
                                             interest payable on those classes, pro rata, based on entitlement, without
                                             regard to loan groups

                   A-1, A-2, A-2FL(1), ,     From the portion of the Available Distribution Amount attributable to the
                   A-3, A-3FL(2), A-SB *     mortgage loans in loan group 1, interest up to the total interest payable on
                                             those classes and those REMIC II regular interests, pro rata, based on
                                             entitlement

                           A-1A*             From the portion of the Available Distribution Amount attributable to the
                                             mortgage loans in loan group 2, interest up to the total interest payable on
                                             such class

     2              A-1, A-2, A-2FL(1),      Principal up to the Loan Group 1 Principal Distribution Amount (and, if the
                   A-3, A-3FL(2), A-SB**     class A-1A certificates are retired, any remaining portion of the Loan
                                             Group 2 Principal Distribution Amount), first to the class A-SB certificates,
                                             until the total principal balance thereof is reduced to the applicable Class
                                             A-SB Planned Principal Balance, and then to (a) the class A-1 certificates,
                                             (b) the class A-2 certificates and the class A-2FL REMIC II regular interest,
                                             on a pro rata basis by principal balance, (c) the class A-3 certificates, and
                                             (d) the class A-SB certificates

                           A-1A**            Principal up to the Loan Group 2 Principal Distribution Amount (and, if the
                                             class A-3, A-3FL and A-SB certificates are retired, any remaining portion of
                                             the Loan Group 1 Principal Distribution Amount), until the class A-1A
                                             certificates are retired

     3              A-1, A-2, A-2FL(1),      Reimbursement up to the loss reimbursement amounts for those classes and
                    A-3, A-3FL (2), A-SB     those REMIC II regular interests, pro rata, based on entitlement,
----------------------------------------------------------------------------------------------------------------------------



                                       203





  ORDER OF            RECIPIENT CLASS
  PAYMENT                OR CLASSES                                    TYPE AND AMOUNT OF PAYMENT
------------  -----------------------------  -------------------------------------------------------------------------------

                          and A-1A           without regard to loan groups
----------------------------------------------------------------------------------------------------------------------------
     4                AM and AM-FL(3)        Interest up to the total interest payable on that class and that REMIC II
                                             regular interest, pro rata basis, by balance

     5                AM and AM-FL(3)        Principal up to the portion of the Principal Distribution Amount allocable to
                                             that class and that REMIC II regular interest, on a pro rata basis, by balance

     6                AM and AM-FL(3)        Reimbursement up to the loss reimbursement amount for that class and that
                                             REMIC II regular interest, pro rata, based on entitlement
----------------------------------------------------------------------------------------------------------------------------
     7                AJ and AJ-FL(4)        Interest up to the total interest payable on that class and that REMIC II
                                             regular interest, pro rata basis, by balance

     8                AJ and AJ-FL(4)        Principal up to the portion of the Principal Distribution Amount allocable to
                                             that class and that REMIC II regular interest, on a pro rata basis, by balance

     9                AJ and AJ-FL(4)        Reimbursement up to the loss reimbursement amount for that class and that
                                             REMIC II regular interest, pro rata, based on entitlement
----------------------------------------------------------------------------------------------------------------------------
     10                      B               Interest up to the total interest payable on that class

     11                      B               Principal up to the portion of the Principal Distribution Amount allocable to
                                             that class

     12                      B               Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------------
     13                      C               Interest up to the total interest payable on that class

     14                      C               Principal up to the portion of the Principal Distribution Amount allocable to
                                             that class

     15                      C               Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------------
     16                      D               Interest up to the total interest payable on that class

     17                      D               Principal up to the portion of the Principal Distribution Amount allocable to
                                             that class

     18                      D               Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------------
     19                      E               Interest up to the total interest payable on that class

     20                      E               Principal up to the portion of the Principal Distribution Amount allocable to
                                             that class

     21                      E               Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------------



                                       204





  ORDER OF            RECIPIENT CLASS
  PAYMENT                OR CLASSES                                    TYPE AND AMOUNT OF PAYMENT
------------  -----------------------------  -------------------------------------------------------------------------------

     22                      F               Interest up to the total interest payable on that class

     23                      F               Principal up to the portion of the Principal Distribution Amount allocable to
                                             that class

     24                      F               Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------------
     25                      G               Interest up to the total interest payable on that class

     26                      G               Principal up to the portion of the Principal Distribution Amount allocable to
                                             that class

     27                      G               Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------------
     28                      H               Interest up to the total interest payable on that class

     29                      H               Principal up to the portion of the Principal Distribution Amount allocable to
                                             that class

     30                      H               Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------------
     31                      J               Interest up to the total interest payable on that class

     32                      J               Principal up to the portion of the Principal Distribution Amount allocable to
                                             that class

     33                      J               Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------------
     34                      K               Interest up to the total interest payable on that class

     35                      K               Principal up to the portion of the Principal Distribution Amount allocable to
                                             that class

     36                      K               Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------------
     37                      L               Interest up to the total interest payable on that class

     38                      L               Principal up to the portion of the Principal Distribution Amount allocable to
                                             that class

     39                      L               Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------------
     40                      M               Interest up to the total interest payable on that class

     41                      M               Principal up to the portion of the Principal Distribution Amount allocable to
                                             that class

     42                      M               Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------------



                                       205





  ORDER OF            RECIPIENT CLASS
  PAYMENT                OR CLASSES                                    TYPE AND AMOUNT OF PAYMENT
------------  -----------------------------  -------------------------------------------------------------------------------

     43                      N               Interest up to the total interest payable on that class

     44                      N               Principal up to the portion of the Principal Distribution Amount allocable to
                                             that class

     45                      N               Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------------
     46                      P               Interest up to the total interest payable on that class

     47                      P               Principal up to the portion of the Principal Distribution Amount allocable to
                                             that class

     48                      P               Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------------
     49                      Q               Interest up to the total interest payable on that class

     50                      Q               Principal up to the portion of the Principal Distribution Amount allocable to
                                             that class

     51                      Q               Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------------
     52                      S               Interest up to the total interest payable on that class

     53                      S               Principal up to the portion of the Principal Distribution Amount allocable to
                                             that class

     54                      S               Reimbursement up to the loss reimbursement amount for that class
----------------------------------------------------------------------------------------------------------------------------
     55                 R-I and R-II         Any remaining portion of the Available Distribution Amount


______________________
*     If the portion of the Available Distribution Amount allocable to pay
      interest on any one or more of the A-1, A-2, A-3, A-SB, A-1A, XC and XP
      classes, the class A-2FL REMIC II regular interest, the class A-3FL REMIC
      II regular interest, the class AM-FL REMIC II regular interest and the
      class AJ-FL REMIC II regular interest, XC and XP classes, as set forth in
      the table above, is insufficient for that purpose, then the Available
      Distribution Amount will be applied to pay interest on all those classes
      and that REMIC II regular interest, pro rata based on entitlement.

**    In general, no payments of principal will be made in respect of the class
      A-1, A-2 or A-3 certificates, the class A-2FL REMIC II regular interest or
      the class A-3FL REMIC II regular interest on any given distribution date
      until the total principal balance of the class A-SB certificates is paid
      down to the then applicable Class A-SB Planned Principal Balance. In
      addition, no payments of principal will be made in respect of the class
      A-2 certificates or the class A-2FL REMIC II regular interest until the
      total principal balance of the class A-1 certificates is reduced to zero,
      no payments of principal will be made in respect of the class A-3
      certificates or the class A-3FL REMIC II regular interest until the total
      principal balance of the class A-2 certificates and the class A-2FL REMIC
      II regular interest is reduced to zero, and no payments of principal will
      be made in respect of the class A-SB certificates (other than as described
      in the prior sentence) until the total principal balance of the class A-3
      certificates and the class A-3FL REMIC II regular interest is reduced to
      zero. Furthermore, for purposes of receiving distributions of principal
      from the Loan Group 1 Principal Distribution Amount, the class A-1, A-2,
      A-3 and A-SB certificates, the class A-2FL REMIC II regular interest and
      the class A-3FL REMIC II regular interest will evidence a prior right,
      relative to the class A-1A certificates, to any available funds
      attributable to loan group 1; and, for purposes of receiving distributions
      of principal from the Loan Group 2 Principal Distribution Amount, the
      class A-1A certificates will evidence a prior right, relative to the class
      A-1, A-2, A-3 and A-SB certificates, the class A-2FL REMIC II regular
      interest and the class A-3FL REMIC II regular interest, to any available
      funds attributable to loan group 2. However, if any two or more of the
      A-1, A-2, A-3, A-SB and A-1A classes, the class A-2FL REMIC II


                                       206



      regular interest and the class A-3FL REMIC II regular interest are
      outstanding at a time when the total principal balance of the class AM,
      AJ, B, C, D, E, F, G, H, J, K, L, M, N, P, Q and S certificates and the
      class AM-FL REMIC II regular interest and the class AJ-FL REMIC II regular
      interest have been reduced to zero as described under "--Reductions to
      Certificate Principal Balances in Connection with Realized Losses and
      Additional Trust Fund Expenses" below, payments of principal on the
      outstanding class A-1, A-2, A-3, A-SB and A-1A certificates, the class
      A-2FL REMIC II regular interest and the class A-3FL REMIC II regular
      interest will be made on a pro rata basis in accordance with the
      respective total principal balances of those classes then outstanding,
      without regard to loan groups.

(1)   Refers to class A-2FL REMIC II regular interest. Interest, principal and
      loss reimbursement amounts in respect of the class A-2FL REMIC II regular
      interest will be paid to the applicable sub-account of the trustee's
      floating rate account for distribution to the holders of the class A-2FL
      certificates and/or the swap counterparty on the subject distribution
      date.

(2)   Refers to class A-3FL REMIC II regular interest. Interest, principal and
      loss reimbursement amounts in respect of the class A-3FL REMIC II regular
      interest will be paid to the applicable sub-account of the trustee's
      floating rate account for distribution to the holders of the class A-3FL
      certificates and/or the swap counterparty on the subject distribution
      date.

(3)   Refers to class AM-FL REMIC II regular interest. Interest, principal and
      loss reimbursement amounts in respect of the class AM-FL REMIC II regular
      interest will be paid to the applicable sub-account of the trustee's
      floating rate account for distribution to the holders of the class AM-FL
      certificates and/or the swap counterparty on the subject distribution
      date.

(4)   Refers to class AJ-FL REMIC II regular interest. Interest, principal and
      loss reimbursement amounts in respect of the class AJ-FL REMIC II regular
      interest will be paid to the applicable sub-account of the trustee's
      floating rate account for distribution to the holders of the class AJ-FL
      certificates and/or the swap counterparty on the subject distribution
      date.

      Payments of Prepayment Premiums and Yield Maintenance Charges. If any
prepayment consideration is collected during any particular collection period
with respect to any mortgage loan, regardless of whether that prepayment
consideration is calculated as a percentage of the amount prepaid or in
accordance with a yield maintenance formula, then on the distribution date
corresponding to that collection period, the trustee will pay a portion of that
prepayment consideration to the holders of the class A-1, A-2, A-3, A-SB, A-1A,
AM, AJ, B, C, D, E, F, G, H and/or J certificates and/or to the trustee's
floating rate account with respect to the class A-2FL REMIC II regular interest,
the class A-3FL REMIC II regular interest, the class AM-FL REMIC II regular
interest and/or the class AJ-FL REMIC II regular interest, if any such class or
REMIC II regular interest, as the case may be, is then entitled to payments of
principal on that distribution date (or, for so long as the class A-3, A-3FL or
A-SB on the one hand, and the class A-1A certificates on the other hand, are
outstanding, payments of principal on that distribution date from collections on
the loan group that includes the prepaid mortgage loan), up to an amount equal
to, in the case of any particular class of those principal balance certificates
and/or that REMIC II regular interest, the product of--

      o     the full amount of that prepayment consideration, net of workout
            fees and principal recovery fees payable from it, multiplied by

      o     a fraction, which in no event may be greater than 1.0, the numerator
            of which is equal to the excess, if any, of the pass-through rate
            for the subject class of certificates or that REMIC II regular
            interest, as the case may be, over the relevant discount rate, and
            the denominator of which is equal to the excess, if any, of the
            mortgage interest rate of the prepaid mortgage loan over the
            relevant discount rate, and further multiplied by

      o     a fraction, the numerator of which is equal to the amount of
            principal payable with respect to the subject class of certificates
            or the REMIC II regular interest, as the case may be, on that
            distribution date (or, for so long as the class A-3, A-3FL or A-SB
            on the one hand, and the class A-1A certificates on the other hand,
            are outstanding, the amount of principal payable with respect to the
            subject class of certificates or that REMIC II regular interest, as
            the case may be, on that distribution date from collections on the
            loan group that includes the prepaid mortgage loan), and


                                       207



            the denominator of which is the Principal Distribution Amount (or,
            for so long as the class A-3, A-3FL or A-SB on the one hand, and the
            class A-1A certificates on the other hand, are outstanding, the Loan
            Group 1 Principal Distribution Amount or the Loan Group 2 Principal
            Distribution Amount, as applicable, based on which loan group
            includes the prepaid mortgage loan) for that distribution date.

      The discount rate applicable to any class of principal balance
certificates, the class A-2FL REMIC II regular interest, the class A-3FL REMIC
II regular interest, the class AM-FL REMIC II regular interest or the class
AJ-FL REMIC II regular interest, as the case may be, with respect to any prepaid
mortgage loan will be equal to the discount rate stated in the relevant loan
documents, or if none is stated, will equal the yield, when compounded monthly,
on the U.S. Treasury issue, primary issue, with a maturity date closest to the
maturity date for the prepaid mortgage loan. In the event that there are two or
more U.S. Treasury issues--

      o     with the same coupon, the issue with the lowest yield will be
            selected; or

      o     with maturity dates equally close to the maturity date for the
            prepaid mortgage loan, the issue with the earliest maturity date
            will be selected.

      The calculation of the discount rate with respect to certain mortgage
loans may vary from the above description.

      Following any payment of prepayment consideration as described above, the
trustee will pay any remaining portion of the prepayment consideration, net of
workout fees and principal recovery fees payable from it, to the holders of the
class XP and/or XC certificates as follows.

on each distribution date up to and including the distribution date in December
2014--

      o     to the holders of the class XP certificates, an amount equal to    %
            of that remaining portion of the prepayment consideration, and

      o     to the holders of the class XC certificates, an amount equal to    %
            of that remaining portion of the prepayment consideration; and

on each distribution date that occurs subsequent to December 2014, to the
holders of the class XC certificates, an amount equal to 100% of that remaining
portion of the prepayment consideration.

      NOTWITHSTANDING THE FOREGOING, ALL PREPAYMENT PREMIUMS AND YIELD
MAINTENANCE CHARGES PAYABLE AS DESCRIBED ABOVE, WILL BE REDUCED, WITH RESPECT TO
SPECIALLY SERVICED MORTGAGE LOANS, BY AN AMOUNT EQUAL TO ADDITIONAL TRUST FUND
EXPENSES AND REALIZED LOSSES PREVIOUSLY ALLOCATED TO ANY CLASS OF CERTIFICATES.

      For so long as the swap agreement relating to the class A-2FL certificates
remains in effect and there is no continuing payment default thereunder on the
part of the swap counterparty, prepayment consideration allocated to the class
A-2FL REMIC II regular interest will be payable to the swap counterparty.
However, if there is a continuing Swap Payment Default under the related swap
agreement, or if the related swap agreement is terminated and a replacement swap
agreement is not obtained, then all prepayment consideration allocable to the
class A-2FL REMIC II regular interest will be payable to the holders of the
class A-2FL certificates.

      For so long as the swap agreement relating to the class A-3FL certificates
remains in effect and there is no continuing payment default thereunder on the
part of the swap counterparty, prepayment consideration allocated to the class
A-3FL REMIC II regular interest will be payable to the swap counterparty.
However, if there is a continuing Swap Payment Default under the related swap
agreement, or if the related swap agreement is terminated and a replacement swap
agreement is not obtained, then all prepayment consideration allocable to the
class A-3FL REMIC II regular interest will be payable to the holders of the
class A-3FL certificates.


                                       208



      For so long as the swap agreement relating to the class AM-FL certificates
remains in effect and there is no continuing payment default thereunder on the
part of the swap counterparty, prepayment consideration allocated to the class
AM-FL REMIC II regular interest will be payable to the swap counterparty.
However, if there is a continuing Swap Payment Default under the related swap
agreement, or if the related swap agreement is terminated and a replacement swap
agreement is not obtained, then all prepayment consideration allocable to the
class AM-FL REMIC II regular interest will be payable to the holders of the
class AM-FL certificates.

      For so long as the swap agreement relating to the class AJ-FL certificates
remains in effect and there is no continuing payment default thereunder on the
part of the swap counterparty, prepayment consideration allocated to the class
AJ-FL REMIC II regular interest will be payable to the swap counterparty.
However, if there is a continuing Swap Payment Default under the related swap
agreement, or if the related swap agreement is terminated and a replacement swap
agreement is not obtained, then all prepayment consideration allocable to the
class AJ-FL REMIC II regular interest will be payable to the holders of the
class AJ-FL certificates.

      Neither we nor the underwriters make any representation as to--

      o     the enforceability of the provision of any promissory note
            evidencing one of the mortgage loans or any other loan document
            requiring the payment of a prepayment premium or yield maintenance
            charge; or

      o     the collectability of any prepayment premium or yield maintenance
            charge.

      See "Description of the Mortgage Pool--Terms and Conditions of the
Mortgage Loans--Voluntary Prepayment Provisions" and "--Other Prepayment
Provisions" in this offering prospectus.

      Payments on the Class A-2FL, Class A-3FL, Class AM-FL Certificates and
Class AJ-FL Certificates. On each distribution date, for so long as the total
principal balance of the class A-2FL certificates has not been reduced to zero,
the trustee is required to apply amounts on deposit in the applicable
sub-account of the floating rate account that are allocable to the class A-2FL
certificates (exclusive of any portion thereof that constitutes prepayment
consideration, amounts deposited in error, amounts payable to the swap
counterparty and/or interest and other investment earnings payable to the
trustee), in the following order of priority:

      o     first, to make distributions of interest to the holders of the class
            A-2FL certificates, up to an amount equal to the Class A-2FL
            Interest Distribution Amount for the subject distribution date;

      o     second, to make distributions of principal to the holders of the
            class A-2FL certificates, up to the Class A-2FL Principal
            Distribution Amount for the subject distribution date, until the
            total principal balance of that class is reduced to zero; and

      o     third, to reimburse the holders of the class A-2FL certificates for
            all previously unreimbursed reductions, if any, made in the total
            principal balance of that class on all prior distribution dates as
            discussed under "--Reductions to Certificate Principal Balances in
            Connection with Realized Losses and Additional Trust Fund Expenses"
            below.

      For so long as the swap agreement with respect to the class A-2FL
certificates is in effect and there is no continuing payment default thereunder
on the part of the swap counterparty, the "Class A-2FL Interest Distribution
Amount" with respect to any distribution date will generally be equal to: (a)
all interest accrued during the related interest accrual period at the
applicable pass-through rate for the class A-2FL certificates on the total
principal balance of such class, reduced (to not less than zero) by (b) the
excess, if any, of (i) 1/12th of the product of (A) % and (B) the total
principal balance of the class A-2FL certificates immediately prior to the
subject distribution date, over (ii) the lesser of (A) 1/12th of the product of
(1) the Weighted Average Net Mortgage Rate for the subject distribution date,
multiplied by (2) the total principal balance of the class A-2FL REMIC II
regular interest immediately prior to the subject distribution date and (B) the
amount of interest


                                       209



distributions with respect to the class A-2FL REMIC II regular interest pursuant
to the priority of distributions on that distribution date; and increased by (c)
to the extent not otherwise payable to the swap counterparty, the amount, if
any, by which (i) interest distributions with respect to the class A-2FL REMIC
II regular interest pursuant to the priority of distributions on that
distribution date exceeds (ii) 1/12th of the product of (A) %, multiplied by (B)
the notional amount of the swap agreement for that distribution date. All or a
portion of the amount described in clause (c) of the prior sentence with respect
to any distribution date may be payable to the swap counterparty if, with
respect to any prior distribution date, the amount of the reduction described in
clause (b) of the prior sentence exceeded the maximum amount payable by the swap
counterparty with respect to that prior distribution date without regard to any
such reduction. Notwithstanding the foregoing, if there is a continuing Swap
Payment Default with respect to the class A-2FL certificates, or if the related
swap agreement is terminated and a replacement swap agreement is not obtained,
then the "Class A-2FL Interest Distribution Amount" with respect to any
distribution date will be the amount of interest distributions with respect to
the class A-2FL REMIC II regular interest on such distribution date pursuant to
the priority of distributions.

      With respect to any distribution date, the "Class A-2FL Principal
Distribution Amount" will be an amount equal to the amount of principal
allocated to the class A-2FL REMIC II regular interest pursuant to the priority
of distributions on such distribution date.

      For so long as the swap agreement with respect to the class A-2FL
certificates is in effect and there is no continuing payment default thereunder
on the part of the swap counterparty, all prepayment consideration allocable to
the class A-2FL REMIC II regular interest will be payable to the swap
counterparty. However, if there is a continuing Swap Payment Default with
respect to the class A-2FL certificates, or if the related swap agreement is
terminated and a replacement swap agreement is not obtained, then all prepayment
consideration allocable to the class A-2FL REMIC II regular interest will be
payable to the holders of the class A-2FL certificates.

      On each distribution date, for so long as the total principal balance of
the class A-3FL certificates has not been reduced to zero, the trustee is
required to apply amounts on deposit in the applicable sub-account of the
floating rate account that are allocable to the class A-3FL certificates
(exclusive of any portion thereof that constitutes prepayment consideration,
amounts deposited in error, amounts payable to the swap counterparty and/or
interest and other investment earnings payable to the trustee), in the following
order of priority:

      o     first, to make distributions of interest to the holders of the class
            A-3FL certificates, up to an amount equal to the Class A-3FL
            Interest Distribution Amount for the subject distribution date;

      o     second, to make distributions of principal to the holders of the
            class A-3FL certificates, up to the Class A-3FL Principal
            Distribution Amount for the subject distribution date, until the
            total principal balance of that class is reduced to zero; and

      o     third, to reimburse the holders of the class A-3FL certificates for
            all previously unreimbursed reductions, if any, made in the total
            principal balance of that class on all prior distribution dates as
            discussed under "--Reductions to Certificate Principal Balances in
            Connection with Realized Losses and Additional Trust Fund Expenses"
            below.

      For so long as the swap agreement with respect to the class A-3FL
certificates is in effect and there is no continuing payment default thereunder
on the part of the swap counterparty, the "Class A-3FL Interest Distribution
Amount" with respect to any distribution date will generally be equal to: (a)
all interest accrued during the related interest accrual period at the
applicable pass-through rate for the class A-3FL certificates on the total
principal balance of such class, reduced (to not less than zero) by (b) the
excess, if any, of (i) 1/12th of the product of (A) % and (B) the total
principal balance of the class A-3FL certificates immediately prior to the
subject distribution date, over (ii) the lesser of (A) 1/12th of the product of
(1) the Weighted Average Net Mortgage Rate for the subject distribution date,
multiplied by (2) the total principal balance of the class A-3FL REMIC II
regular interest immediately prior to the subject distribution date and (B) the
amount of interest


                                       210



distributions with respect to the class A-3FL REMIC II regular interest pursuant
to the priority of distributions on that distribution date; and increased by (c)
to the extent not otherwise payable to the swap counterparty, the amount, if
any, by which (i) interest distributions with respect to the class A-3FL REMIC
II regular interest pursuant to the priority of distributions on that
distribution date exceeds (ii) 1/12th of the product of (A) %, multiplied by (B)
the notional amount of the swap agreement for that distribution date. All or a
portion of the amount described in clause (c) of the prior sentence with respect
to any distribution date may be payable to the swap counterparty if, with
respect to any prior distribution date, the amount of the reduction described in
clause (b) of the prior sentence exceeded the maximum amount payable by the swap
counterparty with respect to that prior distribution date without regard to any
such reduction. Notwithstanding the foregoing, if there is a continuing Swap
Payment Default with respect to the class A-3FL certificates, or if the related
swap agreement is terminated and a replacement swap agreement is not obtained,
then the "Class A-3FL Interest Distribution Amount" with respect to any
distribution date will be the amount of interest distributions with respect to
the class A-3FL REMIC II regular interest on such distribution date pursuant to
the priority of distributions.

      With respect to any distribution date, the "Class A-3FL Principal
Distribution Amount" will be an amount equal to the amount of principal
allocated to the class A-3FL REMIC II regular interest pursuant to the priority
of distributions on such distribution date.

      For so long as the swap agreement with respect to the class A-3FL
certificates is in effect and there is no continuing payment default thereunder
on the part of the swap counterparty, all prepayment consideration allocable to
the class A-3FL REMIC II regular interest will be payable to the swap
counterparty. However, if there is a continuing Swap Payment Default, or if the
related swap agreement is terminated and a replacement swap agreement is not
obtained, then all prepayment consideration allocable to the class A-3FL REMIC
II regular interest will be payable to the holders of the class A-3FL
certificates.

      On each distribution date, for so long as the total principal balance of
the class AM-FL certificates has not been reduced to zero, the trustee is
required to apply amounts on deposit in the applicable sub-account of the
floating rate account that are allocable to the class AM-FL certificates
(exclusive of any portion thereof that constitutes prepayment consideration,
amounts deposited in error, amounts payable to the swap counterparty and/or
interest and other investment earnings payable to the trustee), in the following
order of priority:

      o     first, to make distributions of interest to the holders of the class
            AM-FL certificates, up to an amount equal to the Class AM-FL
            Interest Distribution Amount for the subject distribution date;

      o     second, to make distributions of principal to the holders of the
            class AM-FL certificates, up to the Class AM-FL Principal
            Distribution Amount for the subject distribution date, until the
            total principal balance of that class is reduced to zero; and

      o     third, to reimburse the holders of the class AM-FL certificates for
            all previously unreimbursed reductions, if any, made in the total
            principal balance of that class on all prior distribution dates as
            discussed under "--Reductions to Certificate Principal Balances in
            Connection with Realized Losses and Additional Trust Fund Expenses"
            below.

      For so long as the swap agreement with respect to the class AM-FL
certificates is in effect and there is no continuing payment default thereunder
on the part of the swap counterparty, the "Class AM-FL Interest Distribution
Amount" with respect to any distribution date will generally be equal to: (a)
all interest accrued during the related interest accrual period at the
applicable pass-through rate for the class AM-FL certificates on the total
principal balance of such class, reduced (to not less than zero) by (b) the
excess, if any, of (i) 1/12th of the product of (A)    % and (B) the total
principal balance of the class AM-FL certificates immediately prior to the
subject distribution date, over (ii) the lesser of (A) 1/12th of the product of
(1) the Weighted Average Net Mortgage Rate for the subject distribution date,
multiplied by (2) the total principal balance of the class AM-FL REMIC II
regular interest immediately prior to the subject distribution date and (B) the
amount of interest distributions with respect to the class AM-FL REMIC II
regular interest pursuant to the priority of distributions on


                                       211



that distribution date; and increased by (c) to the extent not otherwise payable
to the swap counterparty, the amount, if any, by which (i) interest
distributions with respect to the class AM-FL REMIC II regular interest pursuant
to the priority of distributions on that distribution date exceeds (ii) 1/12th
of the product of (A) %, multiplied by (B) the notional amount of the swap
agreement for that distribution date. All or a portion of the amount described
in clause (c) of the prior sentence with respect to any distribution date may be
payable to the swap counterparty if, with respect to any prior distribution
date, the amount of the reduction described in clause (b) of the prior sentence
exceeded the maximum amount payable by the swap counterparty with respect to
that prior distribution date without regard to any such reduction.
Notwithstanding the foregoing, if there is a continuing Swap Payment Default
with respect to the class AM-FL certificates, or if the related swap agreement
is terminated and a replacement swap agreement is not obtained, then the "Class
AM-FL Interest Distribution Amount" with respect to any distribution date will
be the amount of interest distributions with respect to the class AM-FL REMIC II
regular interest on such distribution date pursuant to the priority of
distributions.

      With respect to any distribution date, the "Class AM-FL Principal
Distribution Amount" will be an amount equal to the amount of principal
allocated to the class AM-FL REMIC II regular interest pursuant to the priority
of distributions on such distribution date.

      For so long as the swap agreement with respect to the class AM-FL
certificates is in effect and there is no continuing payment default thereunder
on the part of the swap counterparty, all prepayment consideration allocable to
the class AM-FL REMIC II regular interest will be payable to the swap
counterparty. However, if there is a continuing Swap Payment Default with
respect to the class AM-FL certificates, or if the related swap agreement is
terminated and a replacement swap agreement is not obtained, then all prepayment
consideration allocable to the class AM-FL REMIC II regular interest will be
payable to the holders of the class AM-FL certificates.

      On each distribution date, for so long as the total principal balance of
the class AJ-FL certificates has not been reduced to zero, the trustee is
required to apply amounts on deposit in the applicable sub-account of the
floating rate account that are allocable to the class AJ-FL certificates
(exclusive of any portion thereof that constitutes prepayment consideration,
amounts deposited in error, amounts payable to the swap counterparty and/or
interest and other investment earnings payable to the trustee), in the following
order of priority:

      o     first, to make distributions of interest to the holders of the class
            AJ-FL certificates, up to an amount equal to the Class AJ-FL
            Interest Distribution Amount for the subject distribution date;

      o     second, to make distributions of principal to the holders of the
            class AJ-FL certificates, up to the Class AJ-FL Principal
            Distribution Amount for the subject distribution date, until the
            total principal balance of that class is reduced to zero; and

      o     third, to reimburse the holders of the class AJ-FL certificates for
            all previously unreimbursed reductions, if any, made in the total
            principal balance of that class on all prior distribution dates as
            discussed under "--Reductions to Certificate Principal Balances in
            Connection with Realized Losses and Additional Trust Fund Expenses"
            below.

      For so long as the swap agreement with respect to the class AJ-FL
certificates is in effect and there is no continuing payment default thereunder
on the part of the swap counterparty, the "Class AJ-FL Interest Distribution
Amount" with respect to any distribution date will generally be equal to: (a)
all interest accrued during the related interest accrual period at the
applicable pass-through rate for the class AJ-FL certificates on the total
principal balance of such class, reduced (to not less than zero) by (b) the
excess, if any, of (i) 1/12th of the product of (A)    % and (B) the total
principal balance of the class AJ-FL certificates immediately prior to the
subject distribution date, over (ii) the lesser of (A) 1/12th of the product of
(1) the Weighted Average Net Mortgage Rate for the subject distribution date,
multiplied by (2) the total principal balance of the class AJ-FL REMIC II
regular interest immediately prior to the subject distribution date and (B) the
amount of interest distributions with respect to the class AJ-FL REMIC II
regular interest pursuant to the priority of distributions on


                                       212



that distribution date; and increased by (c) to the extent not otherwise payable
to the swap counterparty, the amount, if any, by which (i) interest
distributions with respect to the class AJ-FL REMIC II regular interest pursuant
to the priority of distributions on that distribution date exceeds (ii) 1/12th
of the product of (A) %, multiplied by (B) the notional amount of the swap
agreement for that distribution date. All or a portion of the amount described
in clause (c) of the prior sentence with respect to any distribution date may be
payable to the swap counterparty if, with respect to any prior distribution
date, the amount of the reduction described in clause (b) of the prior sentence
exceeded the maximum amount payable by the swap counterparty with respect to
that prior distribution date without regard to any such reduction.
Notwithstanding the foregoing, if there is a continuing Swap Payment Default
with respect to the class AJ-FL certificates, or if the related swap agreement
is terminated and a replacement swap agreement is not obtained, then the "Class
AJ-FL Interest Distribution Amount" with respect to any distribution date will
be the amount of interest distributions with respect to the class AJ-FL REMIC II
regular interest on such distribution date pursuant to the priority of
distributions.

      With respect to any distribution date, the "Class AJ-FL Principal
Distribution Amount" will be an amount equal to the amount of principal
allocated to the class AJ-FL REMIC II regular interest pursuant to the priority
of distributions on such distribution date.

      For so long as the swap agreement with respect to the class AJ-FL
certificates is in effect and there is no continuing payment default thereunder
on the part of the swap counterparty, all prepayment consideration allocable to
the class AJ-FL REMIC II regular interest will be payable to the swap
counterparty. However, if there is a continuing Swap Payment Default with
respect to the class AJ-FL certificates, or if the related swap agreement is
terminated and a replacement swap agreement is not obtained, then all prepayment
consideration allocable to the class AJ-FL REMIC II regular interest will be
payable to the holders of the class AJ-FL certificates.

      See "--Payments--Priority of Payments" and "Description of the Swap
Agreements" in this offering prospectus.

      Treatment of REO Properties. Notwithstanding that any mortgaged real
property may be acquired as part of the trust assets through foreclosure, deed
in lieu of foreclosure or otherwise, the related mortgage loan will be treated
as having remained outstanding, until the REO Property is liquidated, for
purposes of determining--

      o     payments on the certificates (exclusive of the class A-2FL, A-3FL,
            AM-FL and AJ-FL certificates), the class A-2FL REMIC II regular
            interest, the class A-3FL REMIC II regular interest, the class AM-FL
            REMIC II regular interest and/or the class AJ-FL REMIC II regular
            interest;

      o     allocations of Realized Losses and Additional Trust Fund Expenses to
            the certificates (exclusive of the class A-2FL, A-3FL, AM-FL and
            AJ-FL certificates), the class A-2FL REMIC II regular interest, the
            class A-3FL REMIC II regular interest, the class AM-FL REMIC II
            regular interest and/or the class AJ-FL REMIC II regular interest;
            and

      o     the amount of all fees payable to the applicable master servicer,
            the special servicer and the trustee under the pooling and servicing
            agreement.

      In connection with the foregoing, that mortgage loan deemed to remain
outstanding will be taken into account when determining the Weighted Average Net
Mortgage Rate and the Principal Distribution Amount for each distribution date.


                                       213



      Operating revenues and other proceeds derived from an REO Property
administered under the pooling and servicing agreement will be applied--

      o     first, to pay or reimburse the applicable master servicer, the
            special servicer and/or the trustee for the payment of some of the
            costs and expenses incurred in connection with the operation and
            disposition of the REO Property; and

      o     second, as collections of principal, interest and other amounts due
            on the related mortgage loan (or, if the REO Property relates
            thereto, on a Loan Combination).

      Revenues and other proceeds derived with respect to the Park La Brea
Apartments REO Property will be similarly applied.

      To the extent described under "--Advances of Delinquent Monthly Debt
Service Payments and Reimbursement of Advances" below, the applicable master
servicer and the trustee will be required to advance delinquent monthly debt
service payments with respect to each mortgage loan as to which the
corresponding mortgaged real property has become an REO Property, in all cases
as if the mortgage loan had remained outstanding.

REDUCTIONS TO CERTIFICATE PRINCIPAL BALANCES IN CONNECTION WITH REALIZED LOSSES
AND ADDITIONAL TRUST FUND EXPENSES

      As a result of Realized Losses and Additional Trust Fund Expenses, the
total Stated Principal Balance of, together with any Unliquidated Advances with
respect to, the mortgage pool may decline below the total principal balance of
the principal balance certificates (exclusive of the class A-2FL, A-3FL, AM-FL
and AJ-FL certificates), the class A-2FL REMIC II regular interest, the class
A-3FL REMIC II regular interest, the class AM-FL REMIC II regular interest, and
the class AJ-FL REMIC II regular interest.

      On each distribution date, following the payments to be made to the
certificateholders (exclusive of the class A-2FL, A-3FL, AM-FL and AJ-FL
certificates) and with respect to the class A-2FL REMIC II regular interest, the
class A-3FL REMIC II regular interest, the class AM-FL REMIC II regular interest
and the class AJ-FL REMIC II regular interest on that distribution date, the
trustee will be required to allocate to the respective classes of the principal
balance certificates (exclusive of the class A-2FL, A-3FL, AM-FL and AJ-FL
certificates), the class A-2FL REMIC II regular interest, the class A-3FL REMIC
II regular interest, the class AM-FL REMIC II regular interest and the class
AJ-FL REMIC II regular interest, sequentially in the order described in the
following table and, in each case, up to the total principal balance of the
subject class, the aggregate of all Realized Losses and Additional Trust Fund
Expenses that were incurred at any time following the cut-off date through the
end of the related collection period and were not previously allocated on any
prior distribution date, but only to the extent that the total principal balance
of the principal balance certificates following all payments made to
certificateholders (exclusive of the class A-2FL, A-3FL, AM-FL and AJ-FL
certificates) and with respect to the class A-2FL REMIC II regular interest, the
class A-3FL REMIC II regular interest, the class AM-FL REMIC II regular interest
and the class AJ-FL REMIC II regular interest on that distribution date exceeds
the total Stated Principal Balance of, together with any Unliquidated Advances
with respect to, the mortgage pool that will be outstanding immediately
following that distribution date.


                                       214



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

______________________
*     Pro rata and pari passu based on the respective total principal balances
      thereof.

      The reference in the foregoing table to "A-2FL" means the class A-2FL
REMIC II regular interest. However, any reduction in the total principal balance
of the class A-2FL REMIC II regular interest, as described above, will result in
a dollar-for-dollar reduction in the total principal balance of the class A-2FL
certificates. The reference in the foregoing table to "A-3FL" means the class
A-3FL REMIC II regular interest. However, any reduction in the total principal
balance of the class A-3FL REMIC II regular interest, as described above, will
result in a dollar-for-dollar reduction in the total principal balance of the
class A-3FL certificates. The reference in the foregoing table to "AM-FL" means
the class AM-FL REMIC II regular interest. However, any reduction in the total
principal balance of the class AM-FL REMIC II regular interest, as described
above, will result in a dollar-for-dollar reduction in the total principal
balance of the class AM-FL certificates. The reference in the foregoing table to
"AJ-FL" means the class AJ-FL REMIC II regular interest. However, any reduction
in the total principal balance of the class AJ-FL REMIC II regular interest, as
described above, will result in a dollar-for-dollar reduction in the total
principal balance of the class AJ-FL certificates

      All Realized Losses and Additional Trust Fund Expenses, if any, allocated
to a class of principal balance certificates (exclusive of the class A-2FL,
A-3FL, AM-FL and AJ-FL certificates), the class A-2FL REMIC II regular interest,
the class A-3FL REMIC II regular interest, the class AM-FL REMIC II regular
interest and the class AJ-FL REMIC II regular interest, will be made by reducing
the total principal balance of such class by the amount so allocated.

      In no event will the total principal balance of the class A-2FL REMIC II
regular interest, the class A-3FL REMIC II regular interest, the class AM-FL
REMIC II regular interest, the class AJ-FL REMIC II regular interest or any
class of principal balance certificates identified in the foregoing table be
reduced until the total principal balance of all other classes of principal
balance certificates listed above it in the table have been reduced to zero.

      A Realized Loss can result from the liquidation of a defaulted mortgage
loan or any related REO Property for less than the full amount due thereunder.
In addition, if any portion of the debt due under any of the mortgage loans is
forgiven, whether in connection with a modification, waiver or amendment granted
or agreed to by the applicable master servicer or the special servicer or in
connection with the bankruptcy, insolvency or similar proceeding involving the
related borrower, the amount forgiven, other than Penalty Interest, also will be
treated as


                                       215



a Realized Loss. Furthermore, any Nonrecoverable Advance reimbursed from
principal collections will constitute a Realized Loss.

      Some examples of Additional Trust Fund Expenses are:

      o     any special servicing fees, workout fees and principal recovery fees
            paid to the special servicer;

      o     any interest paid to the applicable master servicer, the special
            servicer and/or the trustee with respect to unreimbursed Advances,
            which interest payment is not covered out of late payment charges
            and Penalty Interest actually collected on the related mortgage
            loan;

      o     any amounts payable to the special servicer in connection with
            inspections of mortgaged real properties, which amounts are not
            covered out of late payment charges and Penalty Interest actually
            collected on the related mortgage loan;

      o     the cost of various opinions of counsel required or permitted to be
            obtained in connection with the servicing of the mortgage loans and
            the administration of the other trust assets;

      o     any unanticipated, non-mortgage loan specific expenses of the trust,
            including--

            1.    any reimbursements and indemnifications to the trustee and/or
                  various related persons described under "Description of the
                  Governing Documents--Matters Regarding the Trustee" in the
                  accompanying base prospectus;

            2.    any reimbursements and indemnification to either master
                  servicer, the special servicer, us and/or various related
                  persons described under "Description of the Governing
                  Documents--Matters Regarding the Master Servicer, the Special
                  Servicer, the Manager and Us" in the accompanying base
                  prospectus; and

            3.    any federal, state and local taxes, and tax-related expenses,
                  payable out of the trust assets, as described under "Federal
                  Income Tax Consequences--Taxation of Owners of REMIC Residual
                  Certificates--Prohibited Transactions Tax and Other Taxes" in
                  the accompanying base prospectus;

      o     any amount (other than normal monthly payments) specifically payable
            or reimbursable to the holder of a B-Note Non-Trust Loan or the
            holder of the Park La Brea Apartments Pari Passu Non-Trust Loan by
            the trust, in its capacity as holder of the related mortgage loan in
            the trust that is part of the related Loan Combination, pursuant to
            the related Loan Combination Intercreditor Agreement; and

      o     any amounts expended on behalf of the trust to remediate an adverse
            environmental condition at any mortgaged real property securing a
            defaulted mortgage loan as described under "Servicing of the
            Mortgage Loans--Realization Upon Defaulted Mortgage Loans" in this
            offering prospectus.

      Any expenses under the Series 2006-LDP8 Pooling and Servicing Agreement
that are similar to those described in the prior paragraph and that relate to
the Park La Brea Apartments Loan Combination will be deducted on a pari passu
basis out of collections on the Park La Brea Apartments Trust Mortgage Loan and
the Park La Brea Pari Passu Non-Trust Loan, thereby potentially resulting in a
loss to the trust. Any such expenses payable out of amounts allocable to the
related Park La Brea Apartments Trust Mortgage Loan would effectively constitute
Additional Trust Fund Expenses. See "Description of the Mortgage Pool--The Loan
Combinations--The Park La Brea Apartments Loan Combination".


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      From time to time, the Principal Distribution Amount may include items
that represent a recovery of Nonrecoverable Advances (or interest thereon) that
were previously reimbursed out of the principal portion of general collections
on the mortgage pool. In such circumstances, it is possible that the total
Stated Principal Balance of, together with any Unliquidated Advances with
respect to, the mortgage pool may exceed the total principal balance of the
principal balance certificates. If and to the extent that any such excess exists
as a result of the inclusion of such items in the Principal Distribution Amount
(and, accordingly, the distribution of such items as principal with respect to
the principal balance certificates), the total principal balances of one or more
classes that had previously been reduced as described above in this
"--Reductions to Certificate Principal Balances in Connection with Realized
Losses and Additional Trust Fund Expenses" section may be increased (in each
case, up to the amount of any such prior reduction). Any such increase would be
made among the respective classes of principal balance certificates in reverse
order that such reductions had been made (i.e., such increases would be made in
descending order of seniority); provided that such increases may not result in
the total principal balance of the principal balance certificates being in
excess of the total Stated Principal Balance of, together with any Unliquidated
Advances with respect to, the mortgage pool. Any such increases will also be
accompanied by a reinstatement of the past due interest that would otherwise
have accrued if the reinstated principal amounts had never been written off.

ADVANCES OF DELINQUENT MONTHLY DEBT SERVICE PAYMENTS AND REIMBURSEMENT OF
ADVANCES

      Each master servicer will be required to make, for each distribution date,
a total amount of P&I advances generally equal to all monthly debt service
payments (other than balloon payments), and assumed monthly debt service
payments (including with respect to balloon mortgage loans and mortgage loans as
to which the related mortgaged real properties have become REO Properties), in
each case net of related master servicing fees and, in the case of the Park La
Brea Apartments Trust Mortgage Loan, the Series 2006-LPD8 Master Servicer's
primary servicing fee, that:

      o     were due or deemed due, as the case may be, with respect to the
            mortgage loans serviced by that master servicer during the related
            collection period and/or the Park La Brea Apartments Trust Mortgage
            Loan; and

      o     were not paid by or on behalf of the respective borrowers or
            otherwise collected as of the close of business on the related
            determination date.

      The master servicers will not make P&I advances prior to the related P&I
advance date, which is the business day immediately preceding each distribution
date. Notwithstanding the foregoing, if it is determined that an Appraisal
Reduction Amount exists with respect to any mortgage loan, then the applicable
master servicer will reduce the interest portion, but not the principal portion,
of each P&I advance that it must make with respect to that mortgage loan during
the period that the Appraisal Reduction Amount exists. The interest portion of
any P&I advance required to be made with respect to any mortgage loan as to
which there exists an Appraisal Reduction Amount, will equal the product of--

      o     the amount of the interest portion of the P&I advance for that
            mortgage loan for the related distribution date without regard to
            this or the prior sentence; and

      o     a fraction, expressed as a percentage, the numerator of which is
            equal to the Stated Principal Balance of that mortgage loan
            immediately prior to the related distribution date, net of the
            related Appraisal Reduction Amount, if any, and the denominator of
            which is equal to the Stated Principal Balance of that mortgage loan
            immediately prior to the related distribution date.

      In the case of any A-Note Trust Mortgage Loan, any reduction in the
interest portion of P&I advances to be made with respect to that mortgage loan,
as contemplated by the prior paragraph, will be based on that portion of any
Appraisal Reduction Amount with respect to the related Loan Combination that is
allocable to the subject A-Note Trust Mortgage Loan. In the case of the Park La
Brea Apartments Trust Mortgage Loan, the amount


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required to be advanced by the applicable master servicer may be reduced based
on an appraisal performed by the Series 2006-LDP8 Master Servicer under, and an
Appraisal Reduction Amount calculated in accordance with, the Series 2006-LDP8
Pooling and Servicing Agreement with respect to the Park La Brea Apartments Loan
Combination.

      Each Loan Combination will be treated as single mortgage loan for purposes
of calculating an Appraisal Reduction Amount. Any Appraisal Reduction Amount
with respect to an A/B Loan Combination will be allocated first to the related
B-Note Non-Trust Loan, in each case, up to the outstanding principal balance
thereof, and then to the applicable A-Note Trust Mortgage Loan. Any appraisal
reduction amount with respect to the Park La Brea Apartments Loan Combination
determined pursuant to the Series 2006-LDP8 Pooling and Servicing Agreement will
be allocated pro rata and pari passu between the Park La Brea Apartments Trust
Mortgage Loan and the Park La Brea Apartments Pari Passu Non-Trust Loan.

      With respect to any distribution date, the applicable master servicer will
be required to make P&I advances either out of its own funds or, subject to the
replacement as and to the extent provided in the pooling and servicing
agreement, funds held in its collection account that are not required to be paid
on the certificates (exclusive of the class A-2FL, A-3FL, AM-FL and AJ-FL
certificates) or with respect to the class A-2FL REMIC II regular interest, the
class A-3FL REMIC II regular interest, the class AM-FL REMIC II regular interest
or the class AJ-FL REMIC II regular interest on that distribution date (or a
combination of both methods).

      The trustee will be required to make any P&I advance that the applicable
master servicer fails to make with respect to a mortgage loan (including the
Park La Brea Apartments Trust Mortgage Loan). See "--The Trustee" below.

      Notwithstanding the foregoing, with respect to the Park La Brea Apartments
Loan Combination, if the Series 2006-LDP8 Master Servicer determines that a
proposed P&I advance, if made, would be non-recoverable or an outstanding P&I
advance is or would be non-recoverable and the applicable master servicer
(Midland Loan Services, Inc.) under the pooling and servicing agreement for our
series ML-CFC 2006-4 certificates receives notice of such determination, that
master servicer will not be permitted to make any additional P&I advances with
respect to the Park La Brea Apartments Trust Mortgage Loan, until that master
servicer has consulted with the Series 2006-LDP8 Master Servicer and agreed that
circumstances with respect to the Park La Brea Apartments Loan Combination have
changed such that it is not expected that a proposed future P&I advance would be
a non-recoverable advance. Notwithstanding the foregoing, because Midland Loan
Services, Inc. is currently the master servicer of the Park La Brea Apartments
Trust Mortgage Loan under the Series 2006-LDP8 Pooling and Servicing Agreement
and is currently the applicable master servicer with respect to that mortgage
loan under the pooling and servicing agreement for our series ML-CFC 2006-4
certificates, Midland will be the sole party making the determinations as to the
non-recoverability or otherwise of P&I advances discussed above in this
paragraph.

      The master servicers and the trustee will each be entitled to recover any
P&I advance made by it, out of its own funds, from collections on the mortgage
loan as to which the Advance was made out of late collections, liquidation
proceeds or insurance and condemnation proceeds. None of the master servicers or
the trustee will be obligated to make any P&I advance that, in its judgment or
in the judgment of the special servicer, would not ultimately be recoverable,
together with interest accrued on that Advance, out of collections on the
related mortgage loan. In addition, the special servicer may also determine that
any P&I advance made or proposed to be made by the applicable master servicer or
the trustee is not recoverable, together with interest accrued on that Advance,
from proceeds of the related mortgage loan, and the applicable master servicer
and the trustee will be required to act in accordance with such determination.
If the applicable master servicer or the trustee makes any P&I advance that it
or the special servicer subsequently determines, in its judgment, will not be
recoverable, together with interest accrued on that Advance, out of collections
on the related mortgage loan, it may obtain reimbursement for that Advance
together with interest accrued on the Advance as described in the next
paragraph, out of general collections on the mortgage loans and any REO
Properties on deposit in the applicable master servicer's collection account
from time to time subject to the limitations and requirements described below.
See


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also "Description of the Governing Documents--Advances" in the accompanying base
prospectus and "Servicing of the Mortgage Loans--Collection Accounts" in this
offering prospectus.

      The master servicers and the trustee will each be entitled to receive
interest on P&I advances made thereby out of its own funds; provided, however,
that no interest will accrue on any P&I advance made with respect to a mortgage
loan if the related monthly debt service payment is received on its due date or
prior to the expiration of any applicable grace period. That interest will
accrue on the amount of each P&I advance, for so long as that Advance is
outstanding, at an annual rate equal to the prime rate as published in the
"Money Rates" section of The Wall Street Journal, as that prime rate may change
from time to time. Interest accrued with respect to any P&I advance will be
payable in the collection period in which that Advance is reimbursed--

      o     first, out of Penalty Interest and late payment charges collected on
            the related mortgage loan during that collection period; and

      o     second, if and to the extent that the Penalty Interest and late
            charges referred to in clause first are insufficient to cover the
            advance interest, out of any amounts then on deposit in the
            applicable master servicer's collection account subject to the
            limitations for reimbursement of the P&I advances described below.

      A monthly debt service payment will be assumed to be due with respect to:

      o     each balloon mortgage loan that is delinquent in respect of its
            balloon payment on its stated maturity date, provided that such
            mortgage loan has not been paid in full and no other liquidation
            event has occurred in respect thereof before such maturity date; and

      o     each mortgage loan as to which the corresponding mortgaged real
            property has become an REO Property.

      The assumed monthly debt service payment deemed due on any mortgage loan
described in the first bullet of the prior paragraph that is delinquent as to
its balloon payment, will equal, for its stated maturity date and for each
successive due date that it remains outstanding and part of the trust, the
monthly debt service payment that would have been due on the mortgage loan on
the relevant date if the related balloon payment had not come due and the
mortgage loan had, instead, continued to amortize and accrue interest according
to its terms in effect prior to that stated maturity date. The assumed monthly
debt service payment deemed due on any mortgage loan described in the second
bullet of the prior paragraph as to which the related mortgaged real property
has become an REO Property, will equal, for each due date that the REO Property
remains part of the trust, the monthly debt service payment or, in the case of a
mortgage loan delinquent with respect to its balloon payment, the assumed
monthly debt service payment that would have been due or deemed due on that
mortgage loan had it remained outstanding.

      None of the master servicers or the trustee will be required to make any
P&I advance with respect to a Non-Trust Loan.

      Upon a determination that a previously made Advance, whether it be a
servicing advance or P&I advance, is not recoverable, together with interest
accrued on that Advance, out of collections on the related mortgage loan, the
applicable master servicer, the special servicer or the trustee, as applicable,
will have the right to be reimbursed for such Advance and interest accrued on
such Advance from amounts on deposit in the applicable master servicer's
collection account (or if funds in such account are insufficient, from the other
master servicer's collection account) that constitute principal collections
received on all of the mortgage loans serviced by it during the related
collection period; provided, however, that if amounts of principal on deposit in
the collection accounts are not sufficient to fully reimburse such party, the
party entitled to the reimbursement may elect at its sole option to be
reimbursed at that time from general collections in its collection account or to
defer the portion of the reimbursement of that Advance equal to the amount in
excess of the principal on deposit in the collection account,


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in which case interest will continue to accrue on the portion of the Advance
that remains outstanding for such time as is required to reimburse such excess
portion from principal for a period not to exceed twelve (12) months without the
consent of the controlling class representative. Further, any party to the
pooling and servicing agreement that has deferred the reimbursement of an
Advance or a portion of an Advance may elect at any time to reimburse itself for
the deferred amounts from general collections (including amounts otherwise
distributable as interest to certificateholders) on the mortgage loans together
with interest thereon. In either case, the reimbursement will be made first from
principal received on the mortgage loans serviced by the applicable master
servicer during the collection period in which the reimbursement is made, prior
to reimbursement from other collections received during that collection period.
In that regard, in the case of reimbursements from principal, such reimbursement
will be made from principal received on the mortgage loans included in the loan
group to which the mortgage loan in respect of which the Advance was made
belongs and, if those collections are insufficient, then from principal received
on the mortgage loans in the other loan group. Any Workout-Delayed Reimbursement
Amount (which includes interest on the subject Advance) will be reimbursable
(together with advance interest thereon) to the applicable master servicer, the
special servicer or the trustee, as applicable, in full, only from amounts on
deposit in the applicable master servicer's collection account that constitute
principal received on all of the mortgage loans being serviced by it (or in the
case of the Park La Brea Apartments Trust Mortgage Loan from amounts in its
collection account received from the Series 2006-LDP8 Master Servicer) during
the related collection period (net of amounts necessary to reimburse for
Nonrecoverable Advances and pay interest thereon) and, to the extent that the
principal collections during that collection period are not sufficient to
reimburse such Workout-Delayed Reimbursement Amount, will be reimbursable (with
interest continuing to accrue thereon) from collections of principal on the
mortgage loans serviced by the applicable master servicer during subsequent
collection periods. In that regard, such reimbursement will be made from
principal received on the mortgage loans included in the loan group to which the
mortgage loan in respect of which the Advance was made belongs and, if those
collections are insufficient, then from principal received on the mortgage loans
in the other loan group. Any reimbursement for Nonrecoverable Advances and
interest on Nonrecoverable Advances should result in a Realized Loss which will
be allocated in accordance with the loss allocation rules described under
"--Reductions to Certificate Principal Balances in Connection with Realized
Losses and Additional Trust Fund Expenses" above. The fact that a decision to
recover such Nonrecoverable Advances over time, or not to do so, benefits some
classes of certificateholders to the detriment of other classes will not, with
respect to the applicable master servicer or special servicer, constitute a
violation of the Servicing Standard or any contractual duty under the pooling
and servicing agreement and/or, with respect to the trustee, constitute a
violation of any fiduciary duty to certificateholders or contractual duty under
the pooling and servicing agreement.

REPORTS TO CERTIFICATEHOLDERS; AVAILABLE INFORMATION

      Trustee Reports. Based primarily on information provided in monthly
reports prepared by the master servicers and the special servicer and delivered
to the trustee, the trustee will be required to prepare and make available
electronically via its website at www.etrustee.net or, upon written request,
provide by first class mail, on each distribution date to each registered holder
of a certificate, a trustee report substantially in the form of, and containing
the information set forth in, Annex D to this offering prospectus. The trustee
report for each distribution date will detail the distributions on the
certificates on that distribution date and the performance, both in total and
individually to the extent available, of the mortgage loans and the related
mortgaged real properties including the following items of information:

      o     the applicable record date, interest accrual period, determination
            date and distribution date;

      o     the amount of the distribution on such distribution date to the
            holders of each class of principal balance certificates in reduction
            of the total principal balance thereof;

      o     the amount of the distribution on such distribution date to the
            holders of each class of interest-bearing certificates allocable to
            interest;


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      o     the amount of the distribution on such distribution date to the
            holders of each class of interest-bearing certificates allocable to
            prepayment premiums and/or yield maintenance charges;

      o     the amount of the distribution on such distribution date to the
            holders of each class of principal balance certificates in
            reimbursement of previously allocated Realized Losses and Additional
            Trust Fund Expenses;

      o     the Available Distribution Amount for such distribution date, and
            related information regarding cash flows received for distributions,
            fees and expenses;

      o     payments made to and by the swap counterparty with respect to the
            class A-2FL, A-3FL, AM-FL and AJ-FL certificates;

      o     (a) the aggregate amount of P&I advances made with respect to the
            entire mortgage pool for such distribution date pursuant to the
            pooling and servicing agreement and the aggregate amount of
            unreimbursed P&I advances with respect to the entire mortgage pool
            that had been outstanding at the close of business on the related
            determination date and the aggregate amount of interest accrued and
            payable to the master servicers or the trustee in respect of such
            unreimbursed P&I advances as of the close of business on the related
            Determination Date, (b) the aggregate amount of servicing advances
            with respect to the entire mortgage pool as of the close of business
            on the related determination date and (c) the aggregate amount of
            all advances with respect to the entire mortgage pool as of the
            close of business on the related determination date that are
            nonrecoverable on a loan specific basis;

      o     the aggregate unpaid principal balance of the mortgage pool
            outstanding as of the close of business on the related determination
            date;

      o     the aggregate Stated Principal Balance of the mortgage pool
            outstanding immediately before and immediately after such
            distribution date;

      o     the number, aggregate principal balance, weighted average remaining
            term to maturity and weighted average mortgage interest rate of the
            mortgage loans as of the close of business on the related
            determination date;

      o     the number, aggregate unpaid principal balance (as of the close of
            business on the related Determination Date) and aggregate Stated
            Principal Balance (immediately after such distribution date) of the
            mortgage loans (a) delinquent 30-59 days, (b) delinquent 60-89 days,
            (c) delinquent more than 89 days, (d) as to which foreclosure
            proceedings have been commenced, and (e) to the actual knowledge of
            either master servicer or special servicer, in bankruptcy
            proceedings;

      o     as to each mortgage loan referred to in the preceding bullet above,
            (a) the loan number thereof, (b) the Stated Principal Balance
            thereof immediately following such distribution date, and (c) a
            brief description of any executed loan modification;

      o     with respect to any mortgage loan that was liquidated during the
            related collection period (other than by reason of a payment in
            full), (a) the loan number thereof, (b) the aggregate of all
            liquidation proceeds and other amounts received in connection with
            such liquidation (separately identifying the portion thereof
            allocable to distributions on the certificates), and (c) the amount
            of any Realized Loss in connection with such liquidation;

      o     with respect to any REO Property included in the trust fund that was
            liquidated during the related collection period, (a) the loan number
            of the related mortgage loan, (b) the aggregate of all liquidation
            proceeds and other amounts received in connection with such
            liquidation (separately


                                       221



            identifying the portion thereof allocable to distributions on the
            certificates), and (c) the amount of any Realized Loss in respect of
            the related mortgage loan in connection with such liquidation;

      o     the amount of interest accrued and the amount of interest payable in
            respect of each class of interest-bearing certificates for such
            distribution date;

      o     any unpaid interest in respect of each class of interest-bearing
            certificates after giving effect to the distributions made on such
            distribution date;

      o     the pass-through rate for each class of interest-bearing
            certificates for such distribution date;

      o     the Principal Distribution Amount, separately identifying the
            respective components thereof (and, in the case of any voluntary
            principal prepayment or other unscheduled collection of principal
            received during the related collection period, the loan number for
            the related mortgage loan and the amount of such prepayment or other
            collection of principal);

      o     the aggregate of all Realized Losses incurred during the related
            collection period and all Additional Trust Fund Expenses incurred
            during the related collection period;

      o     the aggregate of all Realized Losses and Additional Trust Fund
            Expenses that were allocated on such distribution date;

      o     the total principal balance or notional amount, as applicable, of
            each class of interest-bearing certificates outstanding immediately
            before and immediately after such distribution date, separately
            identifying any reduction therein due to the allocation of Realized
            Losses and Additional Trust Fund Expenses on such distribution date;

      o     the certificate factor for each class of interest-bearing
            certificates immediately following such distribution date;

      o     the aggregate amount of interest on P&I advances in respect of the
            mortgage pool paid to the master servicers and the trustee during
            the related collection period in accordance with the pooling and
            servicing agreement;

      o     the aggregate amount of interest on servicing advances in respect of
            the mortgage pool paid to the master servicers, the special servicer
            and the trustee during the related collection period in accordance
            with the pooling and servicing agreement;

      o     the aggregate amount of servicing compensation paid to the master
            servicers and the special servicer during the related collection
            period;

      o     information regarding any Appraisal Reduction Amount existing with
            respect to any mortgage loan as of the related determination date;

      o     the original and then current credit support levels for each class
            of interest-bearing certificates;

      o     the original and then current ratings known to the trustee for each
            class of interest-bearing certificates;

      o     the aggregate amount of prepayment premiums and yield maintenance
            charges collected during the related collection period;


                                       222



      o     the value of any REO Property included in the trust fund as of the
            end of the related determination date for such distribution date,
            based on the most recent appraisal or valuation;

      o     the amounts, if any, actually distributed with respect to the class
            R-I certificates and the class R-II certificates, respectively, on
            such distribution date; and

      o     any material information known to the trustee regarding any material
            breaches of representations and warranties of the respective
            mortgage loan sellers with respect to the mortgage loans and any
            events of default under the pooling and servicing agreement.

      Recipients will be deemed to have agreed to keep the information contained
in any trustee report confidential to the extent such information is not
publicly available.

      The special servicer is required to deliver to the master servicers
monthly, beginning in January 2007, a CMSA special servicer loan file that
contains the information called for in, or that will enable the master servicers
to produce, the CMSA reports required to be delivered by the master servicers to
the trustee as described below, in each case with respect to all specially
serviced mortgage loans and the REO Properties.

      Each master servicer is required to deliver to the trustee monthly,
beginning in January 2007, the CMSA loan periodic update file with respect to
the subject distribution date.

      Monthly, beginning in March 2007, the master servicer must deliver to the
trustee a copy of each of the following reports relating to the mortgage loans
and, if applicable, any REO Properties:

      o     a CMSA comparative financial status report;

      o     a CMSA delinquent loan status report;

      o     a CMSA historical loan modification and corrected mortgage loan
            report;

      o     a CMSA REO status report;

      o     a CMSA loan level reserve/LOC report;

      o     a CMSA advance recovery report;

      o     a CMSA servicer watchlist;

      o     a CMSA property file;

      o     a CMSA loan set-up file; and

      o     a CMSA financial file.

These reports will provide required information as of the related determination
date and will be in an electronic format reasonably acceptable to both the
trustee and each of the master servicers.

      In addition, each master servicer will be required to deliver to the
controlling class representative and upon request, the trustee, the following
reports required to be prepared and maintained by it and/or the special
servicer:

      o     with respect to any mortgaged real property or REO Property, a CMSA
            operating statement analysis report; and


                                       223



      o     with respect to any mortgaged real property or REO Property, a CMSA
            NOI adjustment worksheet.

      Absent manifest error of which it has actual knowledge, neither master
servicer nor the special servicer will be responsible for the accuracy or
completeness of any information supplied to it by a borrower or a third party
that is included in reports or other information provided by or on behalf of
that master servicer or the special servicer, as the case may be. None of the
trustee, the master servicers and the special servicer will make any
representations or warranties as to the accuracy or completeness of, and the
trustee, the master servicers and the special servicer will disclaim
responsibility for, any information made available by the trustee, the master
servicers or the special servicer, as the case may be, for which it is not the
original source.

      The reports identified in the preceding paragraphs as CMSA reports will be
in the forms prescribed in the standard Commercial Mortgage Securities
Association investor reporting package or otherwise approved by the Commercial
Mortgage Securities Association. Current forms of these reports are available at
the Commercial Mortgage Securities Association's internet website, located at
www.cmbs.org.

      Information Available From Trustee. The trustee will, and either master
servicer may, but is not required to, make available each month via its internet
website to any interested party (i) the trustee report, (ii) the pooling and
servicing agreement and (iii) the final prospectus supplement for the offered
certificates and the accompanying base prospectus. In addition, the trustee will
make available each month, on each distribution date, the Unrestricted Servicer
Reports, the CMSA loan periodic update file, the CMSA loan setup file, the CMSA
bond level file, and the CMSA collateral summary file to any interested party on
its internet website. The trustee will also make available each month, to the
extent received, on each distribution date, (i) the Restricted Servicer Reports
and (ii) the CMSA property file, to any holder of a certificate, any certificate
owner or any prospective transferee of a certificate or interest therein that
provides the trustee with certain required certifications, via the trustee's
internet website initially located at www.etrustee.net with the use of a
password (or other comparable restricted access mechanism) provided by the
trustee. Assistance with the trustee's website can be obtained by calling its
CMBS customer service number: (312) 904-7989.

      The trustee will make no representations or warranties as to the accuracy
or completeness of, and may disclaim responsibility for, any information made
available by the trustee for which it is not the original source.

      The trustee and the master servicers may require registration and the
acceptance of a disclaimer in connection with providing access to their
respective internet websites. The trustee and the master servicers will not be
liable for the dissemination of information made in accordance with the pooling
and servicing agreement.

      Availability of Exchange Act Reports. The annual reports on Form 10-K, the
distribution reports on Form 10-D, the current reports on Form 8-K and
amendments to those reports filed or furnished with respect to the trust
pursuant to section 13(a) or 15(d) of the Exchange Act will be made available on
the website of the trustee as soon as reasonably practicable after such material
is electronically filed with, or furnished to, the SEC.

      Book-Entry Certificates. If you hold your offered certificates in
book-entry form through DTC, you may obtain direct access to the monthly reports
of the trustee as if you were a certificateholder, provided that you deliver a
written certification to the trustee confirming your beneficial ownership in the
offered certificates. Otherwise, until definitive certificates are issued with
respect to your offered certificates, the information contained in those monthly
reports will be available to you only to the extent that it is made available
through DTC and the DTC participants or is available on the trustee's internet
website. Conveyance of notices and other communications by DTC to the DTC
participants, and by the DTC participants to beneficial owners of the offered
certificates, will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time. We,
the master servicers, the special servicer, the trustee and the certificate
registrar are required to recognize as certificateholders only those persons in
whose names the certificates are registered on the books and records of the
certificate registrar.


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      Other Information. The pooling and servicing agreement will obligate each
master servicer (with respect to the items listed in clauses 1, 2, 3, 4, 5, 6, 8
and 9 below, to the extent those items are in its possession), the special
servicer (with respect to the items in clauses 4, 5, 6, 7, 8 and 9 below, to the
extent those items are in its possession) and the trustee (with respect to the
items in clauses 1 through 10 below, to the extent those items are in its
possession) to make available at their respective offices, during normal
business hours, upon 10 days' advance written notice, for review by any holder
or beneficial owner of an offered certificate or any person identified to the
trustee as a prospective transferee of an offered certificate or any interest in
that offered certificate, originals or copies of, among other things, the
following items:

            1.    the pooling and servicing agreement, including exhibits, and
                  any amendments to the pooling and servicing agreement;

            2.    all trustee reports and monthly reports of the master
                  servicers delivered, or otherwise electronically made
                  available, to certificateholders since the date of initial
                  issuance of the offered certificates;

            3.    all officer's certificates delivered to the trustee by the
                  master servicers and/or the special servicer since the date of
                  initial issuance of the certificates, as described under
                  "Servicing of the Mortgage Loans--Evidence as to Compliance"
                  in this offering prospectus;

            4.    all accountants' reports delivered to the trustee with respect
                  to the master servicers and/or the special servicer since the
                  date of initial issuance of the offered certificates, as
                  described under "Servicing of the Mortgage Loans--Evidence as
                  to Compliance" in this offering prospectus;

            5.    the most recent inspection report with respect to each
                  mortgaged real property for a mortgage loan (other than the
                  Park La Brea Apartments Trust Mortgage Loan) prepared by or on
                  behalf of the applicable master servicer and delivered to the
                  trustee as described under "Servicing of the Mortgage
                  Loans--Inspections; Collection of Operating Information" in
                  this offering prospectus and any environmental assessment
                  prepared as described under "Realization Upon Defaulted
                  Mortgage Loans--Foreclosure and Similar Proceedings" in this
                  offering prospectus;

            6.    the most recent annual operating statement and rent roll for
                  each mortgaged real property for a mortgage loan (other than
                  the Park La Brea Apartments Trust Mortgage Loan) and financial
                  statements of the related borrower collected by or on behalf
                  of the master servicers as described under "Servicing of the
                  Mortgage Loans--Inspections; Collection of Operating
                  Information" in this offering prospectus;

            7.    all modifications, waivers and amendments of the mortgage
                  loans that are to be added to the mortgage files from time to
                  time and any asset status report prepared by the special
                  servicer;

            8.    the servicing file relating to each mortgage loan;

            9.    any and all officer's certificates and other evidence
                  delivered by the master servicers or the special servicer, as
                  the case may be, to support its determination that any advance
                  was, or if made, would be, a nonrecoverable advance;

            10.   all reports filed with the SEC with respect to the trust
                  pursuant to 13(a), 13(c), 14 or 15(d) of the Securities
                  Exchange Act of 1934, as amended; and

            11.   the Series 2006-LDP8 Pooling and Servicing Agreement, and any
                  reports, statements, documents and other written information
                  delivered under that agreement to the applicable


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                  master servicer for the trust on behalf of the trustee, or to
                  the trustee, as holder of the Park La Brea Apartments Trust
                  Mortgage Loan.

      Copies of the foregoing items will be available from the trustee, the
master servicers or the special servicer, as applicable, upon request. However,
except in the case of the items described in item 10 above, the trustee, the
master servicers and the special servicer, as applicable, will be permitted to
require payment of a sum sufficient to cover the reasonable costs and expenses
of providing the copies.

      In connection with providing access to or copies of the items described
above, the trustee, the master servicers or the special servicer, as applicable,
may require:

      o     in the case of a registered holder of an offered certificate or a
            beneficial owner of an offered certificate held in book-entry form,
            a written confirmation executed by the requesting person or entity,
            in a form reasonably acceptable to the trustee, the master servicers
            or the special servicer, as applicable, generally to the effect that
            the person or entity is a beneficial owner of offered certificates
            and will keep the information confidential; and

      o     in the case of a prospective purchaser of an offered certificate or
            any interest in that offered certificate, confirmation executed by
            the requesting person or entity, in a form reasonably acceptable to
            the trustee, the master servicers or the special servicer, as
            applicable, generally to the effect that the person or entity is a
            prospective purchaser of offered certificates or an interest in
            offered certificates, is requesting the information for use in
            evaluating a possible investment in the offered certificates and
            will otherwise keep the information confidential.

      The certifications referred to in the prior paragraph may include an
indemnity from the certifying party for a breach. Registered holders of the
offered certificates will be deemed to have agreed to keep the information
described above confidential by the acceptance of their certificates.

VOTING RIGHTS

      At all times during the term of the pooling and servicing agreement, 100%
of the voting rights for the certificates will be allocated among the respective
classes of certificates as follows:

      o     2% in the aggregate in the case of the class XC and XP certificates
            (allocated, pro rata, between the XC and XP classes based on their
            respective total notional amounts), and

      o     in the case of any class of principal balance certificates, a
            percentage equal to the product of 98% and a fraction, the numerator
            of which is equal to the then total principal balance of such class
            of principal balance certificates and the denominator of which is
            equal to the then total principal balance of all the principal
            balance certificates.

      The holders of the class R-I or R-II certificates will not be entitled to
any voting rights. Voting rights allocated to a class of certificates will be
allocated among the related certificateholders in proportion to the percentage
interests in such class evidenced by their respective certificates. See
"Description of the Certificates--Voting Rights" in the accompanying base
prospectus.

TERMINATION

      The obligations created by the pooling and servicing agreement will
terminate following the earliest of--

      o     the final payment or advance on, or other liquidation of, the last
            mortgage loan or related REO Property remaining in the trust; and


                                       226



      o     the purchase of all of the mortgage loans and REO Properties
            remaining in the trust by the special servicer, the holder (or, if
            applicable, the beneficial owner) of certificates with the largest
            percentage of voting rights allocated to the controlling class (such
            holder (or, if applicable, beneficial owner) referred to as the
            plurality controlling class certificateholder) or a master servicer,
            in that order of preference, after the Stated Principal Balance of
            the mortgage pool has been reduced to less than 1.0% of the initial
            mortgage pool balance.

      Written notice of termination of the pooling and servicing agreement will
be given to each certificateholder. The final payment with respect to each
certificate will be made only upon surrender and cancellation of that
certificate at the office of the certificate registrar or at any other location
specified in the notice of termination.

      Any purchase by either master servicer, the special servicer or the
plurality controlling class certificateholder of all the mortgage loans and REO
Properties remaining in the trust is required to be made at a price equal to:

      o     the sum of--

            1.    the then total principal balance of all the mortgage loans
                  then included in the trust (excluding any mortgage loans as to
                  which the related mortgaged real properties have become REO
                  Properties), together with interest thereon plus any accrued
                  and unpaid interest on P&I advances made with respect to such
                  mortgage loans, unreimbursed servicing advances for those
                  mortgage loans plus any accrued and unpaid interest on such
                  servicing advances, any reasonable costs and expenses incurred
                  in connection with any such purchase and any other Additional
                  Trust Fund Expenses (including any Additional Trust Fund
                  Expenses previously reimbursed or paid by the trust fund but
                  not so reimbursed by the related borrower or from insurance
                  proceeds or condemnation proceeds); and

            2.    the appraised value of all REO Properties then included in the
                  trust, as determined by an appraiser mutually agreed upon by
                  the applicable master servicer, the special servicer and the
                  trustee, minus

      o     solely in the case of a purchase by a master servicer, the total of
            all amounts payable or reimbursable to such master servicer under
            the pooling and servicing agreement.

      The purchase will result in early retirement of the outstanding
certificates. The termination price, exclusive of any portion of the termination
price payable or reimbursable to any person other than the certificateholders,
will constitute part of the Available Distribution Amount for the final
distribution date.

      In addition, if, following the date on which the total principal balances
of the offered certificates are reduced to zero, all of the remaining
certificates, including the class XP certificates (but excluding the class R-I
and R-II certificates), are held by the same certificateholder, the trust fund
may also be terminated, subject to such additional conditions as may be set
forth in the pooling and servicing agreement, in connection with an exchange of
all the remaining certificates (other than the class R-I and R-II certificates)
for all the mortgage loans and REO Properties remaining in the trust fund at the
time of exchange.


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                        YIELD AND MATURITY CONSIDERATIONS

YIELD CONSIDERATIONS

      General. The yield on any offered certificate will depend on:

      o     the price at which the certificate is purchased by an investor; and

      o     the rate, timing and amount of payments on the certificate.

      The rate, timing and amount of payments on any offered certificate will in
turn depend on, among other things:

      o     the pass-through rate for the certificate;

      o     the rate and timing of principal payments, including principal
            prepayments, and other principal collections on the mortgage loans
            and the extent to which those amounts are to be applied or otherwise
            result in reduction of the principal balance of the certificate;

      o     the rate, timing and severity of Realized Losses and Additional
            Trust Fund Expenses and the extent to which those losses and
            expenses result in the reduction of the principal balance of the
            certificate;

      o     the timing and severity of any Net Aggregate Prepayment Interest
            Shortfalls and the extent to which those shortfalls result in the
            reduction of the interest payments on the certificate; and

      o     in the case of the class A-2FL, A-3FL, AM-FL and AJ-FL certificates
            only, whether the pass-through rate on the corresponding REMIC II
            regular interest is limited by the Weighted Average Net Mortgage
            Rate.

      Pass-Through Rates. The pass-through rates for some classes of the offered
certificates will be, in the case of each of these classes, equal to, based on
or limited by the Weighted Average Net Mortgage Rate. See "Description of the
Offered Certificates - Calculation of Pass-Through Rates" in this offering
prospectus. As a result, the respective pass-through rates (and, accordingly,
the respective yields to maturity) on these classes of offered certificates
could be adversely affected if mortgage loans with relatively high Net Mortgage
Rates experienced a faster rate of principal payments than mortgage loans with
relatively low Net Mortgage Rates. This means that the respective yields to
maturity on these classes of offered certificates could be sensitive to changes
in the relative composition of the mortgage pool as a result of scheduled
amortization, voluntary prepayments and liquidations of mortgage loans following
default. The pass-through rate on each of the class A-2FL REMIC II regular
interest, the class A-3FL REMIC II regular interest, the class AM-FL REMIC II
regular interest and the class AJ-FL REMIC II regular interest, will also be
sensitive to changes in the relative composition of the mortgage pool.

      For so long as the swap agreement relating to the class A-2FL certificates
is in effect and there is no continuing payment default thereunder on the part
of the swap counterparty, the pass-through rate on the class A-2FL certificates
will be based on LIBOR. For so long as the swap agreement relating to the class
A-3FL certificates is in effect and there is no continuing payment default
thereunder on the part of the swap counterparty, the pass-through rate on the
class A-3FL certificates will be based on LIBOR. For so long as the swap
agreement relating to the class AM-FL certificates is in effect and there is no
continuing payment default thereunder on the part of the swap counterparty, the
pass-through rate on the class AM-FL certificates will be based on LIBOR. For so
long as the swap agreement relating to the class AJ-FL certificates is in effect
and there is no continuing payment default thereunder on the part of the swap
counterparty, the pass-through rate on the class AJ-FL certificates will be
based on LIBOR Therefore, the yield to investors in the class A-2FL, A-3FL,
AM-FL and/or


                                       228



AJ-FL certificates will be highly sensitive to changes in the level of LIBOR. If
you purchase a class A-2FL, A-3FL, AM-FL or AJ-FL certificate, you should
consider the risk that lower than anticipated levels of LIBOR could result in
actual yields that are lower than you anticipate.

      Because interest payments on each of the A-2FL, A-3FL, AM-FL and AJ-FL
classes may be reduced or the pass-through rate may convert to a fixed rate,
subject to a maximum pass-through rate equal to the Weighted Average Net
Mortgage Rate, in connection with certain events discussed in this offering
prospectus, the yield to investors in the class A-2FL, A-3FL, AM-FL or AJ-FL
certificates under those circumstances may not be as high as that offered by
other LIBOR-based investments that are not subject to such interest rate
restrictions.

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

      See "Description of the Offered Certificates--Payments--Calculation of
Pass-Through Rates" and "Description of the Mortgage Pool" in this offering
prospectus and "--Rate and Timing of Principal Payments" below.

      Rate and Timing of Principal Payments. The yield to maturity on the class
XP certificates will be very sensitive to, and any other offered certificates
purchased at a discount or a premium will be affected by, the frequency and
timing of principal payments made in reduction of the total principal balances
or notional amounts of the certificates. In turn, the frequency and timing of
principal payments that are paid or otherwise result in reduction of the total
principal balance or notional amount, as the case may be, of any offered
certificate will be directly related to the frequency and timing of principal
payments on or with respect to the mortgage loans (or, in some cases, a
particular group of mortgage loans). Finally, the rate and timing of principal
payments on or with respect to the mortgage loans will be affected by their
amortization schedules, the dates on which balloon payments are due and the rate
and timing of principal prepayments and other unscheduled collections on them,
including for this purpose, collections made in connection with liquidations of
mortgage loans due to defaults, casualties or condemnations affecting the
mortgaged real properties, or purchases or other removals of mortgage loans from
the trust.

      Prepayments and other early liquidations of the mortgage loans will result
in payments on the certificates of amounts that would otherwise be paid over the
remaining terms of the mortgage loans. This will tend to shorten the weighted
average lives of some or all of the offered certificates. Defaults on the
mortgage loans, particularly at or near their maturity dates, may result in
significant delays in payments of principal on the mortgage loans and,
accordingly, on the certificates, while workouts are negotiated or foreclosures
are completed. These delays will tend to lengthen the weighted average lives of
some or all of the offered certificates. See "Servicing of the Mortgage
Loans--Modifications, Waivers, Amendments and Consents" in this offering
prospectus.

      The extent to which the yield to maturity on any offered certificate may
vary from the anticipated yield will depend upon the degree to which the
certificate is purchased at a discount or premium and when, and to what degree,
payments of principal on the mortgage loans (and, in particular, with respect to
the class A-1, A-2, A-2FL, A-3, A-3FL and A-SB certificates, the mortgage loans
in loan group 1, and with respect to the class A-1A certificates, the mortgage
loans in loan group 2) are in turn paid or otherwise result in a reduction of
the principal balance of the certificate. If you purchase your offered
certificates at a discount from their total principal balance, your actual yield
could be lower than your anticipated yield if the principal payments on the
mortgage loans (and, in particular, with respect to the class A-1, A-2, A-2FL,
A-3, A-3FL and A-SB certificates, the mortgage loans in loan group 1, and with
respect to the class A-1A certificates, the mortgage loans in loan group 2) are
slower than you anticipated. If you purchase any offered certificates at a
premium relative to their total principal balance, you should consider the risk
that a faster than anticipated rate of principal payments on the mortgage loans
(and, in particular, with respect to the class A-1, A-2, A-2FL, A-3, A-3FL and
A-SB certificates, the mortgage loans in


                                       229



loan group 1, and with respect to the class A-1A certificates, the mortgage
loans in loan group 2) could result in an actual yield to you that is lower than
your anticipated yield.

      Because the rate of principal payments on or with respect to the mortgage
loans will depend on future events and a variety of factors, no assurance can be
given as to that rate or the rate of principal prepayments in particular.

      Even if they are available and payable on your offered certificates,
prepayment premiums and yield maintenance charges may not be sufficient to
offset fully any loss in yield on your offered certificates attributable to the
related prepayments of the mortgage loans. Prepayment consideration payable on
specially serviced mortgage loans will be applied to reimburse Realized Losses
and Additional Trust Fund Expenses previously allocated to any class of
certificates.

      The yield on the class A-1, A-2, A-2FL, A-3, A-3FL and A-SB certificates
will be particularly sensitive to prepayments on mortgage loans in loan group 1,
and the yield on the class A-1A certificates will be particularly sensitive to
prepayments on mortgage loans in loan group 2.

      Delinquencies and Defaults on the Mortgage Loans. The rate and timing of
delinquencies and defaults on the mortgage loans (and, in particular, with
respect to the class A-1, A-2, A-2FL, A-3, A-3FL and A-SB certificates, on the
mortgage loans in loan group 1, and with respect to the class A-1A certificates,
the mortgage loans in loan group 2) may affect the amount of payments on your
offered certificates, the yield to maturity of your offered certificates, the
rate of principal payments on your offered certificates and the weighted average
life of your offered certificates.

      Delinquencies on the mortgage loans, unless covered by P&I advances, may
result in shortfalls in payments of interest and/or principal on your offered
certificates for the current month. Although any shortfalls in payments of
interest may be made up on future distribution dates, no interest would accrue
on those shortfalls. Thus, any shortfalls in payments of interest would
adversely affect the yield to maturity of your offered certificates.

      If--

      o     you calculate the anticipated yield to maturity for your offered
            certificates based on an assumed rate of default and amount of
            losses on the mortgage loans that is lower than the default rate and
            amount of losses actually experienced; and

      o     the additional losses result in a reduction of the total payments on
            or the total principal balance of your offered certificates,

then your actual yield to maturity will be lower than you calculated and could,
under some scenarios, be negative.

      Reimbursement of Advances from general collections of principal on the
mortgage pool may reduce distributions of the principal in respect of the
offered certificates.

      The timing of any loss on a liquidated mortgage loan that results in a
reduction of the total payments on or the total principal balance of your
offered certificates will also affect your actual yield to maturity, even if the
rate of defaults and severity of losses are consistent with your expectations.
In general, the earlier your loss occurs, the greater the effect on your yield
to maturity.

      Even if losses on the mortgage loans do not result in a reduction of the
total payments on or the total principal balance of your offered certificates,
the losses may still affect the timing of payments on, and the weighted average
life and yield to maturity of, your offered certificates.


                                       230



      Relevant Factors. The following factors, among others, will affect the
rate and timing of principal payments and defaults and the severity of losses on
or with respect to the mortgage loans:

      o     prevailing interest rates;

      o     the terms of the mortgage loans, including provisions that require
            the payment of prepayment premiums and yield maintenance charges,
            provisions that impose prepayment lock-out periods and amortization
            terms that require balloon payments;

      o     the demographics and relative economic vitality of the areas in
            which the mortgaged real properties are located;

      o     the general supply and demand for commercial and multifamily rental
            space of the type available at the mortgaged real properties in the
            areas in which the mortgaged real properties are located;

      o     the quality of management of the mortgaged real properties;

      o     the servicing of the mortgage loans;

      o     possible changes in tax laws; and

      o     other opportunities for investment.

      See "Risk Factors--Risks Related to the Mortgage Loans", "Description of
the Mortgage Pool" and "Servicing of the Mortgage Loans" in this offering
prospectus and "Description of the Governing Documents" and "Yield and Maturity
Considerations--Yield and Prepayment Considerations" in the accompanying base
prospectus.

      The rate of prepayment on the mortgage loans is likely to be affected by
prevailing market interest rates for mortgage loans of a comparable type, term
and risk level. When the prevailing market interest rate is below the annual
rate at which a mortgage loan accrues interest, the related borrower may have an
increased incentive to refinance the mortgage loan. Conversely, to the extent
prevailing market interest rates exceed the annual rate at which a mortgage loan
accrues interest, the related borrower may be less likely to voluntarily prepay
the mortgage loan. Depending on prevailing market interest rates, the outlook
for market interest rates and economic conditions generally, some borrowers may
sell their mortgaged real properties in order to realize their equity in those
properties, to meet cash flow needs or to make other investments. In addition,
some borrowers may be motivated by federal and state tax laws, which are subject
to change, to sell their mortgaged real properties prior to the exhaustion of
tax depreciation benefits.

      A number of the borrowers are limited or general partnerships. The
bankruptcy of the general partner in a partnership may result in the dissolution
of the partnership. The dissolution of a borrower partnership, the winding-up of
its affairs and the distribution of its assets could result in an acceleration
of its payment obligations under the related mortgage loan.

      We make no representation or warranty regarding:

      o     the particular factors that will affect the rate and timing of
            prepayments and defaults on the mortgage loans (or any particular
            group of mortgage loans);

      o     the relative importance of those factors;


                                       231



      o     the percentage of the total principal balance of the mortgage loans
            (or any particular group of mortgage loans) that will be prepaid or
            as to which a default will have occurred as of any particular date;
            or

      o     the overall rate of prepayment or default on the mortgage loans (or
            any particular group of mortgage loans).

      Unpaid Interest. If the portion of the Available Distribution Amount
payable with respect to interest on any class of offered certificates on any
distribution date is less than the total amount of interest then payable for the
class, the shortfall will be payable to the holders of those certificates on
subsequent distribution dates, subject to available funds on those subsequent
distribution dates and the priority of payments described under "Description of
the Offered Certificates--Payments--Priority of Payments" in this offering
prospectus. That shortfall will not bear interest, however, and will therefore
negatively affect the yield to maturity of that class of offered certificates
for so long as it is outstanding.

      Delay in Payments. Because monthly payments will not be made on the
certificates until several days after the due dates for the mortgage loans
during the related collection period, your effective yield will be lower than
the yield that would otherwise be produced by your pass-through rate and
purchase price, assuming that purchase price did not account for a delay.

CPR MODEL

      Prepayments on loans are commonly measured relative to a prepayment
standard or model. The prepayment model used in this offering prospectus is the
constant prepayment rate, or "CPR", model, which represents an assumed constant
rate of prepayment each month, which is expressed on a per annum basis, relative
to the then-outstanding principal balance of a pool of loans for the life of
those loans. The CPR model does not purport to be either a historical
description of the prepayment experience of any pool of loans or a prediction of
the anticipated rate of prepayment of any pool of loans, including the mortgage
pool. We do not make any representations about the appropriateness of the CPR
model.

YIELD SENSITIVITY OF THE CLASS XP CERTIFICATES

      The yield to maturity on the class XP certificates will be extremely
sensitive to the rate and timing of principal payments on the mortgage loans
(including by reason of prepayments, defaults, liquidations and repurchases), to
the extent applied to reduce the notional amount of such class. Accordingly,
investors in the class XP certificates should fully consider the associated
risks, including the risk that a rapid rate of prepayment of the mortgage loans
could result in the failure of such investors to fully recoup their initial
investments.

      The table below indicates the sensitivity of the pre-tax corporate bond
equivalent yields to maturity of the class XP certificates at various prices and
constant prepayment rates. The yields set forth in the table were calculated by
determining the monthly discount rates that, when applied to the assumed stream
of cash flows to be paid on the class XP certificates, would cause the
discounted present value of such assumed stream of cash flows to equal the
assumed purchase prices plus accrued interest of such class of certificates and
converting such monthly rates to corporate bond equivalent rates. Such
calculations do not take into account variations that may occur in the interest
rates at which investors may be able to reinvest funds received by them as
distributions on the class XP certificates and consequently do not purport to
reflect the return on any investment in such class of certificates when such
reinvestment rates are considered.

      The table below has been prepared based on the assumption that
distributions are made in accordance with "Description of the Offered
Certificates--Payments" in this offering prospectus and on the Modeling
Assumptions and with the assumed respective purchase prices (as a percentage of
the initial total notional amount of the class XP certificates) of the class XP
certificates set forth in the table, plus accrued interest thereon from December
1, 2006 to the Closing Date.


                                       232





       SENSITIVITY TO PRINCIPAL PREPAYMENTS OF THE PRE-TAX YIELDS TO MATURITY OF THE CLASS XP CERTIFICATES

                                                             0% CPR DURING LOCKOUT, DEFEASANCE AND
                                              --------------------------------------------------------------------
                                                      YIELD MAINTENANCE CHARGES OTHERWISE AT INDICATED CPR
                                              --------------------------------------------------------------------
ASSUMED PURCHASE PRICE                         0% CPR        25% CPR        50% CPR        75% CPR       100% CPR
-------------------------------------------   --------      ---------      ---------      ---------     ----------










Weighted Average Life (in Years)...........


      There can be no assurance that the mortgage loans will prepay in
accordance with the Modeling Assumptions at any of the rates shown in the table
or at any other particular rate, that the cash flows on the class XP
certificates will correspond to the cash flows assumed for purposes of the above
table or that the aggregate purchase price of the class XP certificates will be
as assumed. In addition, it is unlikely that the mortgage loans will prepay in
accordance with the Modeling Assumptions at any of the specified percentages of
CPR until maturity or that all the mortgage loans will so prepay at the same
rate. Timing of changes in the rate of prepayments may significantly affect the
actual yield to maturity to investors, even if the average rate of principal
prepayments is consistent with the expectations of investors. Investors must
make their own decisions as to the appropriate prepayment assumption to be used
in deciding whether to purchase the class XP certificates.

WEIGHTED AVERAGE LIVES

      The tables set forth below indicate the respective weighted average lives
of the respective classes of the offered certificates (other than the class XP
certificates) and set forth the percentages of the respective initial total
principal balances of those classes that would be outstanding after the
distribution dates in each of the calendar months shown, subject, however, to
the following discussion and the assumptions specified below.

      For purposes of this offering prospectus, "weighted average life" of any
offered certificate refers to the average amount of time that will elapse from
the assumed date of settlement of that certificate, which is , until each dollar
of principal of the certificate will be repaid to the investor, based on the
Modeling Assumptions. For purposes of this "Yield and Maturity Considerations"
section, the weighted average life of any offered certificate is determined by:

      o     multiplying the amount of each principal payment on the certificate
            by the number of years from the assumed settlement date to the
            related distribution date;

      o     summing the results; and

      o     dividing the sum by the total amount of the reductions in the
            principal balance of the certificate.


                                       233



      The weighted average life of any offered certificate will be influenced
by, among other things, the rate at which principal of the mortgage loans is
paid, which may be in the form of scheduled amortization, balloon payments,
prepayments, liquidation proceeds, condemnation proceeds or insurance proceeds.
The weighted average life of any offered certificate may also be affected to the
extent that additional payments in reduction of the principal balance of that
certificate occur as a result of the purchase or other removal of a mortgage
loan from the trust or the optional termination of the trust. The purchase of a
mortgage loan from the trust will have the same effect on payments to the
holders of the privately offered certificates as if the mortgage loan had
prepaid in full, except that no prepayment consideration is collectable with
respect thereto.

      The tables set forth below have been prepared on the basis of the Modeling
Assumptions. The actual characteristics and performance of the mortgage loans
will differ from the assumptions used in calculating the tables set forth below.
The tables set forth below are hypothetical in nature and are provided only to
give a general sense of how the principal cash flows might behave under each
assumed prepayment scenario. In particular, the tables were prepared on the
basis of the assumption that there are no losses or defaults on the mortgage
loans. Any difference between those assumptions and the actual characteristics
and performance of the mortgage loans, or actual prepayment or loss experience,
will affect the percentages of the respective initial total principal balances
of the various classes of subject offered certificates (other than the class XP
certificates) outstanding over time and their respective weighted average lives.



                 PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES

DISTRIBUTION DATE                              0% CPR        25% CPR        50% CPR        75% CPR       100% CPR
-------------------------------------------   --------      ---------      ---------      ---------     ----------

December 12, 2006..........................     100            100            100            100           100
December 12, 2007..........................      85             85             85             85            85
December 12, 2008..........................      67             67             67             67            67
December 12, 2009..........................      45             45             45             45            45
December 12, 2010..........................      16             16             16             16            16
December 12, 2011 and thereafter...........       0              0              0              0             0

Weighted Average Life (in Years)...........       2.6            2.6            2.6            2.6           2.6




                 PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS A-2 CERTIFICATES

DISTRIBUTION DATE                              0% CPR        25% CPR        50% CPR        75% CPR       100% CPR
-------------------------------------------   --------      ---------      ---------      ---------     ----------

December 12, 2006..........................     100            100            100            100           100
December 12, 2007..........................     100            100            100            100           100
December 12, 2008..........................     100            100            100            100           100
December 12, 2009..........................     100            100            100            100           100
December 12, 2010..........................     100            100            100            100           100
December 12, 2011 and thereafter...........       0              0              0              0             0

Weighted Average Life (in Years)...........       4.9            4.8            4.8            4.7           4.5



                                       234





                PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS A-2FL CERTIFICATES

DISTRIBUTION DATE                              0% CPR        25% CPR        50% CPR        75% CPR       100% CPR
-------------------------------------------   --------      ---------      ---------      ---------     ----------

December 12, 2006..........................     100            100            100            100           100
December 12, 2007..........................     100            100            100            100           100
December 12, 2008..........................     100            100            100            100           100
December 12, 2009..........................     100            100            100            100           100
December 12, 2010..........................     100            100            100            100           100
December 12, 2011 and thereafter...........       0              0              0              0             0

Weighted Average Life (in Years)...........       4.9            4.8            4.8            4.7           4.5




                 PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS A-3 CERTIFICATES

DISTRIBUTION DATE                              0% CPR        25% CPR        50% CPR        75% CPR       100% CPR
-------------------------------------------   --------      ---------      ---------      ---------     ----------

December 12, 2006..........................     100            100            100            100           100
December 12, 2007..........................     100            100            100            100           100
December 12, 2008..........................     100            100            100            100           100
December 12, 2009..........................     100            100            100            100           100
December 12, 2010..........................     100            100            100            100           100
December 12, 2011..........................     100            100            100            100           100
December 12, 2012..........................     100            100            100            100           100
December 12, 2013..........................     100            100            100            100            98
December 12, 2014..........................     100            100             99             99            98
December 12, 2015..........................      97             96             96             96            95
December 12, 2016 and thereafter...........       0              0              0              0             0

Weighted Average Life (in Years)...........       9.8            9.7            9.7            9.6           9.5




                PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS A-3FL CERTIFICATES

DISTRIBUTION DATE                              0% CPR        25% CPR        50% CPR        75% CPR       100% CPR
-------------------------------------------   --------      ---------      ---------      ---------     ----------

December 12, 2006..........................     100            100            100            100           100
December 12, 2007..........................     100            100            100            100           100
December 12, 2008..........................     100            100            100            100           100
December 12, 2009..........................     100            100            100            100           100
December 12, 2010..........................     100            100            100            100           100
December 12, 2011..........................     100            100            100            100           100
December 12, 2012..........................     100            100            100            100           100
December 12, 2013..........................     100            100            100            100            98
December 12, 2014..........................     100            100             99             99            98
December 12, 2015..........................      97             96             96             96            95
December 12, 2016 and thereafter...........       0              0              0              0             0

Weighted Average Life (in Years)...........       9.8            9.7            9.7            9.6           9.5



                                       235





                 PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS A-SB CERTIFICATES

DISTRIBUTION DATE                              0% CPR        25% CPR        50% CPR        75% CPR       100% CPR
-------------------------------------------   --------      ---------      ---------      ---------     ----------

December 12, 2006..........................     100            100            100            100           100
December 12, 2007..........................     100            100            100            100           100
December 12, 2008..........................     100            100            100            100           100
December 12, 2009..........................     100            100            100            100           100
December 12, 2010..........................     100            100            100            100           100
December 12, 2011..........................     100            100            100            100           100
December 12, 2012..........................      79             79             79             79            79
December 12, 2013..........................      55             54             53             53            55
December 12, 2014..........................      31             30             30             30            32
December 12, 2015 and thereafter...........       0              0              0              0             0

Weighted Average Life (in Years)...........       7.2            7.2            7.2            7.2           7.2




                 PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS A-1A CERTIFICATES

DISTRIBUTION DATE                              0% CPR        25% CPR        50% CPR        75% CPR       100% CPR
-------------------------------------------   --------      ---------      ---------      ---------     ----------

December 12, 2006..........................     100            100            100            100           100
December 12, 2007..........................     100            100            100            100           100
December 12, 2008..........................     100            100            100            100           100
December 12, 2009..........................      99             99             99             99            99
December 12, 2010..........................      99             99             99             99            99
December 12, 2011..........................      95             95             95             95            95
December 12, 2012..........................      95             95             95             95            95
December 12, 2013..........................      94             94             94             94            94
December 12, 2014..........................      94             94             94             94            94
December 12, 2015..........................      93             93             93             93            91
December 12, 2016 and thereafter...........       0              0              0              0             0

Weighted Average Life (in Years)...........       9.4            9.4            9.4            9.3           9.1




                  PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS AM CERTIFICATES

DISTRIBUTION DATE                              0% CPR        25% CPR        50% CPR        75% CPR       100% CPR
-------------------------------------------   --------      ---------      ---------      ---------     ----------

December 12, 2006..........................     100            100            100            100           100
December 12, 2007..........................     100            100            100            100           100
December 12, 2008..........................     100            100            100            100           100
December 12, 2009..........................     100            100            100            100           100
December 12, 2010..........................     100            100            100            100           100
December 12, 2011..........................     100            100            100            100           100
December 12, 2012..........................     100            100            100            100           100
December 12, 2013..........................     100            100            100            100           100
December 12, 2014..........................     100            100            100            100           100
December 12, 2015..........................     100            100            100            100           100
December 12, 2016 and thereafter...........       0              0              0              0             0

Weighted Average Life (in Years)...........       9.9            9.9            9.9            9.9           9.7



                                       236





                PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS AM-FL CERTIFICATES

DISTRIBUTION DATE                              0% CPR        25% CPR        50% CPR        75% CPR       100% CPR
-------------------------------------------   --------      ---------      ---------      ---------     ----------

December 12, 2006..........................     100            100            100            100           100
December 12, 2007..........................     100            100            100            100           100
December 12, 2008..........................     100            100            100            100           100
December 12, 2009..........................     100            100            100            100           100
December 12, 2010..........................     100            100            100            100           100
December 12, 2011..........................     100            100            100            100           100
December 12, 2012..........................     100            100            100            100           100
December 12, 2013..........................     100            100            100            100           100
December 12, 2014..........................     100            100            100            100           100
December 12, 2015..........................     100            100            100            100           100
December 12, 2016 and thereafter...........       0              0              0              0             0

Weighted Average Life (in Years)...........       9.9            9.9            9.9            9.9           9.7




                  PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS AJ CERTIFICATES

DISTRIBUTION DATE                              0% CPR        25% CPR        50% CPR        75% CPR       100% CPR
-------------------------------------------   --------      ---------      ---------      ---------     ----------

December 12, 2006..........................     100            100            100            100           100
December 12, 2007..........................     100            100            100            100           100
December 12, 2008..........................     100            100            100            100           100
December 12, 2009..........................     100            100            100            100           100
December 12, 2010..........................     100            100            100            100           100
December 12, 2011..........................     100            100            100            100           100
December 12, 2012..........................     100            100            100            100           100
December 12, 2013..........................     100            100            100            100           100
December 12, 2014..........................     100            100            100            100           100
December 12, 2015..........................     100            100            100            100           100
December 12, 2016 and thereafter...........       0              0              0              0             0

Weighted Average Life (in Years)...........       9.9            9.9            9.9            9.9           9.7




                PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS AJ-FL CERTIFICATES

DISTRIBUTION DATE                              0% CPR        25% CPR        50% CPR        75% CPR       100% CPR
-------------------------------------------   --------      ---------      ---------      ---------     ----------

December 12, 2006..........................     100            100            100            100           100
December 12, 2007..........................     100            100            100            100           100
December 12, 2008..........................     100            100            100            100           100
December 12, 2009..........................     100            100            100            100           100
December 12, 2010..........................     100            100            100            100           100
December 12, 2011..........................     100            100            100            100           100
December 12, 2012..........................     100            100            100            100           100
December 12, 2013..........................     100            100            100            100           100
December 12, 2014..........................     100            100            100            100           100
December 12, 2015..........................     100            100            100            100           100
December 12, 2016 and thereafter...........       0              0              0              0             0

Weighted Average Life (in Years)...........       9.9            9.9            9.9            9.9           9.7



                                       237





                   PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS B CERTIFICATES

DISTRIBUTION DATE                              0% CPR        25% CPR        50% CPR        75% CPR       100% CPR
-------------------------------------------   --------      ---------      ---------      ---------     ----------

December 12, 2006..........................     100            100            100            100           100
December 12, 2007..........................     100            100            100            100           100
December 12, 2008..........................     100            100            100            100           100
December 12, 2009..........................     100            100            100            100           100
December 12, 2010..........................     100            100            100            100           100
December 12, 2011..........................     100            100            100            100           100
December 12, 2012..........................     100            100            100            100           100
December 12, 2013..........................     100            100            100            100           100
December 12, 2014..........................     100            100            100            100           100
December 12, 2015..........................     100            100            100            100           100
December 12, 2016 and thereafter...........       0              0              0              0             0

Weighted Average Life (in Years)...........       9.9            9.9            9.9            9.9           9.8




                  PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS C CERTIFICATES

DISTRIBUTION DATE                              0% CPR        25% CPR        50% CPR        75% CPR       100% CPR
-------------------------------------------   --------      ---------      ---------      ---------     ----------

December 12, 2006..........................     100            100            100            100           100
December 12, 2007..........................     100            100            100            100           100
December 12, 2008..........................     100            100            100            100           100
December 12, 2009..........................     100            100            100            100           100
December 12, 2010..........................     100            100            100            100           100
December 12, 2011..........................     100            100            100            100           100
December 12, 2012..........................     100            100            100            100           100
December 12, 2013..........................     100            100            100            100           100
December 12, 2014..........................     100            100            100            100           100
December 12, 2015..........................     100            100            100            100           100
December 12, 2016 and thereafter...........       0              0              0              0             0

Weighted Average Life (in Years)...........      10.0           10.0            9.9            9.9           9.8




                   PERCENTAGES OF THE CLOSING DATE PRINCIPAL BALANCE OF THE CLASS D CERTIFICATES

DISTRIBUTION DATE                              0% CPR        25% CPR        50% CPR        75% CPR       100% CPR
-------------------------------------------   --------      ---------      ---------      ---------     ----------

December 12, 2006..........................     100            100            100            100           100
December 12, 2007..........................     100            100            100            100           100
December 12, 2008..........................     100            100            100            100           100
December 12, 2009..........................     100            100            100            100           100
December 12, 2010..........................     100            100            100            100           100
December 12, 2011..........................     100            100            100            100           100
December 12, 2012..........................     100            100            100            100           100
December 12, 2013..........................     100            100            100            100           100
December 12, 2014..........................     100            100            100            100           100
December 12, 2015..........................     100            100            100            100           100
December 12, 2016 and thereafter...........       0              0              0              0             0

Weighted Average Life (in Years)...........      10.0           10.0           10.0            9.9           9.8


      The foregoing tables were prepared assuming a 0% CPR during lockout,
defeasance and yield maintenance periods and otherwise assuming that prepayments
occur at indicated CPR. The indicated CPRs are applied to the mortgage loans in
the trust fund and do not take into account the B-Note Non-Trust Loans.


                                       238



                       DESCRIPTION OF THE SWAP AGREEMENTS

GENERAL

      On the closing date, the trustee, on behalf of the trust, will enter into
four interest rate swap agreements with the swap counterparty, one relating to
the class A-2FL certificates, the second relating to the class A-3FL
certificates, the third relating to the class AM-FL certificates and the fourth
relating to the class AJ-FL certificates. The initial notional amount of each of
those swap agreements will be equal to the total initial principal balance of
the related class of floating rate certificates (and, accordingly, the REMIC II
regular interest that corresponds to that class of floating rate certificates).
The notional amount of each of those swap agreements will decrease to the extent
of any decrease in the total principal balance of the related class of floating
rate certificates (and, accordingly, the REMIC II regular interest that
corresponds to that class of floating rate certificates). The maturity date of
each swap agreement will be the earlier of the rated final distribution date for
the related class of floating rate certificates and the date on which the
notional amount of that swap agreement is zero (including as a result of the
termination of the trust fund).

THE SWAP AGREEMENTS

      The swap agreement relating to the class A-2FL certificates will provide
that, with respect to each distribution date, commencing in January 2007, (a)
the trust will generally be obligated to pay to the swap counterparty, on that
distribution date, (i) any prepayment consideration distributable in respect of
the class A-2FL REMIC II regular interest for that distribution date and (ii) an
amount equal to 1/12th of the product of (x) the notional amount of the
applicable swap agreement for that distribution date and (y)   % per annum, and
(b) the swap counterparty will pay to the trust, for the benefit of the class
A-2FL certificateholders, on the second business day prior to that distribution
date, an amount equal to the product of (i) the notional amount of the
applicable swap agreement for that distribution date, (ii) the applicable value
of LIBOR plus   % per annum and (iii) a fraction, the numerator of which is the
actual number of days elapsed during the related interest accrual period, and
the denominator of which is 360. For so long as the applicable swap agreement is
in effect and there is no continuing payment default thereunder on the part of
the swap counterparty, the pass-through rate for the class A-2FL certificates
for any interest accrual period will equal the applicable value of LIBOR
plus   %, except that a reduction in the interest distributions with respect to
the class A-2FL REMIC II regular interest, as described in the next paragraph,
will result in a lower effective pass-through rate for the class A-2FL
certificates.

      If the pass-through rate on the class A-2FL REMIC II regular interest is
reduced below   % per annum or if there is an interest shortfall with respect to
the class A-2FL REMIC II regular interest, then the amount payable by the trust
to the swap counterparty with respect to the subject distribution date will be
reduced by an amount equal to the excess, if any, of (a) 1/12th of the product
of (i)   %, multiplied by (ii) the notional amount of the applicable swap
agreement for that distribution date over (b) the lesser of (i) 1/12th of the
product of (x) the Weighted Average Net Mortgage Rate, multiplied by (y) the
notional amount of the swap agreement for that distribution date and (ii) the
amount of interest distributions with respect to the class A-2FL REMIC II
regular interest pursuant to the priority of distributions on that distribution
date. If the amount described in clause (a) of the preceding sentence exceeds
the amount described in clause (b) of the preceding sentence, then the amount
payable by the swap counterparty to the trust will be reduced on a
dollar-for-dollar basis (to not less than zero) by the amount of that excess.

      If the reduction in the amount payable by the trust to the swap
counterparty with respect to the class A-2FL certificates for any distribution
date, which reduction is determined as described in the first sentence of the
prior paragraph, exceeds the total amount payable by the swap counterparty to
the trust without regard to that reduction, then the swap counterparty will in
the future be entitled to be reimbursed by the trust to the extent that such
reduction more than offset the payment from the swap counterparty; provided that
any such reimbursement payment from the trust will, with respect to any future
distribution date, generally be limited to the excess, if any, of (a) the amount
of interest distributions with respect to the class A-2FL REMIC II regular
interest with respect


                                       239



to that future distribution date over (b) 1/12th of the product of (i)   % per
annum and (ii) the notional amount of the applicable swap agreement for that
distribution date.

      The swap agreement relating to the class A-3FL certificates will provide
that, with respect to each distribution date, commencing in January 2007, (a)
the trust will generally be obligated to pay to the swap counterparty, on that
distribution date, (i) any prepayment consideration distributable in respect of
the class A-3FL REMIC II regular interest for that distribution date and (ii) an
amount equal to 1/12th of the product of (x) the notional amount of the
applicable swap agreement for that distribution date and (y)   % per annum, and
(b) the swap counterparty will pay to the trust, for the benefit of the class
A-3FL certificateholders, on the second business day prior to that distribution
date, an amount equal to the product of (i) the notional amount of the
applicable swap agreement for that distribution date, (ii) the applicable value
of LIBOR plus   % per annum and (iii) a fraction, the numerator of which is the
actual number of days elapsed during the related interest accrual period, and
the denominator of which is 360. For so long as the applicable swap agreement is
in effect and there is no continuing payment default thereunder on the part of
the swap counterparty, the pass-through rate for the class A-3FL certificates
for any interest accrual period will equal the applicable value of LIBOR
plus   %, except that a reduction in the interest distributions with respect to
the class A-3FL REMIC II regular interest, as described in the next paragraph,
will result in a lower effective pass-through rate for the class A-3FL
certificates.

      If the pass-through rate on the class A-3FL REMIC II regular interest is
reduced below   % per annum or if there is an interest shortfall with respect to
the class A-3FL REMIC II regular interest, then the amount payable by the trust
to the swap counterparty with respect to the subject distribution date will be
reduced by an amount equal to the excess, if any, of (a) 1/12th of the product
of (i)   %, multiplied by (ii) the notional amount of the applicable swap
agreement for that distribution date over (b) the lesser of (i) 1/12th of the
product of (x) the Weighted Average Net Mortgage Rate, multiplied by (y) the
notional amount of the applicable swap agreement for that distribution date and
(ii) the amount of interest distributions with respect to the class A-3FL REMIC
II regular interest pursuant to the priority of distributions on that
distribution date. If the amount described in clause (a) of the preceding
sentence exceeds the amount described in clause (b) of the preceding sentence,
then the amount payable by the swap counterparty to the trust will be reduced on
a dollar-for-dollar basis (to not less than zero) by the amount of that excess.

      If the reduction in the amount payable by the trust to the swap
counterparty with respect to the class A-3FL certificates for any distribution
date, which reduction is determined as described in the first sentence of the
prior paragraph, exceeds the total amount payable by the swap counterparty to
the trust without regard to that reduction, then the swap counterparty will in
the future be entitled to be reimbursed by the trust to the extent that such
reduction more than offset the payment from the swap counterparty; provided that
any such reimbursement payment from the trust will, with respect to any future
distribution date, generally be limited to the excess, if any, of (a) the amount
of interest distributions with respect to the class A-3FL REMIC II regular
interest with respect to that future distribution date over (b) 1/12th of the
product of (i)   % per annum and (ii) the notional amount of the applicable swap
agreement for that distribution date.

      The swap agreement relating to the class AM-FL certificates will provide
that, with respect to each distribution date, commencing in January 2007, (a)
the trust will generally be obligated to pay to the swap counterparty, on that
distribution date, (i) any prepayment consideration distributable in respect of
the class AM-FL REMIC II regular interest for that distribution date and (ii) an
amount equal to 1/12th of the product of (x) the notional amount of the
applicable swap agreement for that distribution date and (y)   % per annum, and
(b) the swap counterparty will pay to the trust, for the benefit of the class
AM-FL certificateholders, on the second business day prior to that distribution
date, an amount equal to the product of (i) the notional amount of the
applicable swap agreement for that distribution date, (ii) the applicable value
of LIBOR plus   % per annum and (iii) a fraction, the numerator of which is the
actual number of days elapsed during the related interest accrual period, and
the denominator of which is 360. For so long as the applicable swap agreement is
in effect and there is no continuing payment default thereunder on the part of
the swap counterparty, the pass-through rate for the class AM-FL certificates
for any interest accrual period will equal the applicable value of LIBOR
plus   %,


                                       240



except that a reduction in the interest distributions with respect to the class
AM-FL REMIC II regular interest, as described in the next paragraph, will result
in a lower effective pass-through rate for the class AM-FL certificates.

      If the pass-through rate on the class AM-FL REMIC II regular interest is
reduced below   % per annum or if there is an interest shortfall with respect to
the class AM-FL REMIC II regular interest, then the amount payable by the trust
to the swap counterparty with respect to the subject distribution date will be
reduced by an amount equal to the excess, if any, of (a) 1/12th of the product
of (i)   %, multiplied by (ii) the notional amount of the applicable swap
agreement for that distribution date over (b) the lesser of (i) 1/12th of the
product of (x) the Weighted Average Net Mortgage Rate, multiplied by (y) the
notional amount of the swap agreement for that distribution date and (ii) the
amount of interest distributions with respect to the class AM-FL REMIC II
regular interest pursuant to the priority of distributions on that distribution
date. If the amount described in clause (a) of the preceding sentence exceeds
the amount described in clause (b) of the preceding sentence, then the amount
payable by the swap counterparty to the trust will be reduced on a
dollar-for-dollar basis (to not less than zero) by the amount of that excess.

      If the reduction in the amount payable by the trust to the swap
counterparty with respect to the class AM-FL certificates for any distribution
date, which reduction is determined as described in the first sentence of the
prior paragraph, exceeds the total amount payable by the swap counterparty to
the trust without regard to that reduction, then the swap counterparty will in
the future be entitled to be reimbursed by the trust to the extent that such
reduction more than offset the payment from the swap counterparty; provided that
any such reimbursement payment from the trust will, with respect to any future
distribution date, generally be limited to the excess, if any, of (a) the amount
of interest distributions with respect to the class AM-FL REMIC II regular
interest with respect to that future distribution date over (b) 1/12th of the
product of (i)   % per annum and (ii) the notional amount of the applicable swap
agreement for that distribution date.

      The swap agreement relating to the class AJ-FL certificates will provide
that, with respect to each distribution date, commencing in January 2007, (a)
the trust will generally be obligated to pay to the swap counterparty, on that
distribution date, (i) any prepayment consideration distributable in respect of
the class AJ-FL REMIC II regular interest for that distribution date and (ii) an
amount equal to 1/12th of the product of (x) the notional amount of the
applicable swap agreement for that distribution date and (y)   % per annum, and
(b) the swap counterparty will pay to the trust, for the benefit of the class
AJ-FL certificateholders, on the second business day prior to that distribution
date, an amount equal to the product of (i) the notional amount of the
applicable swap agreement for that distribution date, (ii) the applicable value
of LIBOR plus   % per annum and (iii) a fraction, the numerator of which is the
actual number of days elapsed during the related interest accrual period, and
the denominator of which is 360. For so long as the applicable swap agreement is
in effect and there is no continuing payment default thereunder on the part of
the swap counterparty, the pass-through rate for the class AJ-FL certificates
for any interest accrual period will equal the applicable value of LIBOR
plus   %, except that a reduction in the interest distributions with respect to
the class AJ-FL REMIC II regular interest, as described in the next paragraph,
will result in a lower effective pass-through rate for the class AJ-FL
certificates.

      If the pass-through rate on the class AJ-FL REMIC II regular interest is
reduced below   % per annum or if there is an interest shortfall with respect to
the class AJ-FL REMIC II regular interest, then the amount payable by the trust
to the swap counterparty with respect to the subject distribution date will be
reduced by an amount equal to the excess, if any, of (a) 1/12th of the product
of (i)   %, multiplied by (ii) the notional amount of the applicable swap
agreement for that distribution date over (b) the lesser of (i) 1/12th of the
product of (x) the Weighted Average Net Mortgage Rate, multiplied by (y) the
notional amount of the swap agreement for that distribution date and (ii) the
amount of interest distributions with respect to the class AJ-FL REMIC II
regular interest pursuant to the priority of distributions on that distribution
date. If the amount described in clause (a) of the preceding sentence exceeds
the amount described in clause (b) of the preceding sentence, then the amount
payable by the swap counterparty to the trust will be reduced on a
dollar-for-dollar basis (to not less than zero) by the amount of that excess.


                                       241



      If the reduction in the amount payable by the trust to the swap
counterparty with respect to the class AJ-FL certificates for any distribution
date, which reduction is determined as described in the first sentence of the
prior paragraph, exceeds the total amount payable by the swap counterparty to
the trust without regard to that reduction, then the swap counterparty will in
the future be entitled to be reimbursed by the trust to the extent that such
reduction more than offset the payment from the swap counterparty; provided that
any such reimbursement payment from the trust will, with respect to any future
distribution date, generally be limited to the excess, if any, of (a) the amount
of interest distributions with respect to the class AJ-FL REMIC II regular
interest with respect to that future distribution date over (b) 1/12th of the
product of (i)   % per annum and (ii) the notional amount of the applicable swap
agreement for that distribution date.

      Payments by the trust to the swap counterparty and by the swap
counterparty to the trust under each swap agreement will, in general, be made on
a net basis with respect to each swap agreement, and any such amounts paid to
the trust will be available to make payments of interest to the class A-2FL
certificateholders, the class A-3FL certificateholders, the class AM-FL
certificateholders or the class AJ-FL certificateholders, as applicable.

      If at any time the senior unsecured debt rating of the swap counterparty
(or its credit support provider), whichever is higher, assigned by Moody's falls
(x) below "A-2" for its long term rating or "P-1" for its short-term rating or
(y) if no short-term rating by Moody's is available, below "A-1" for its
long-term rating (the "Moody's Required Rating") then the swap counterparty will
be required to (or cause its credit support provider to), within 30 days of such
downgrade, either (i) transfer its rights and obligations under the agreement to
an entity having a Moody's Required Rating that is either organized in the U.S.
or agrees that the trust will not receive less or be required to pay more under
the swap agreement as a result of any tax, (ii) obtain a guarantor with a
Moody's Required Rating for all of the swap counterparty's obligations under the
swap agreement, subject to rating agency confirmation, or (iii) post collateral
to the trust in an amount agreed to under the swap agreement; provided, however,
that if the swap counterparty's (or its credit support provider's) long-term
rating is "Baa1" or below or its short-term rating is "P-3" or below, then the
swap counterparty must immediately take the action described in clause (i) or
(ii) above but will be required to post collateral to the trust in an amount
agreed to under the swap agreement until such action is taken.

      If at any time the senior unsecured debt rating of the swap counterparty
(or its credit support provider), whichever is higher, assigned by S&P falls (x)
below "A-1" for its short-term rating or (y) if no short-term rating by S&P is
available, below "A+" for its long-term rating (the "S&P Required Rating") then
the swap counterparty will be required to (or cause its credit support provider
to), within 30 days of such downgrade, either (i) transfer its rights and
obligations under the agreement to an entity having an S&P Required Rating that
is either organized in the U.S or agrees that the trust will not receive less or
be required to pay more under the swap agreement as a result of any tax, (ii)
obtain a guarantor with an S&P Required Rating for all of the swap
counterparty's obligations under the swap agreement, subject to rating agency
confirmation, (iii) post collateral to the trust in an amount agreed to under
the swap agreement or (iv) take such other action for which rating agency
confirmation is obtained; provided, however, that if the swap counterparty's
long-term rating is below "BBB-" or its short-term rating is below "A-3," then
the swap counterparty shall not be entitled to post collateral described in
clause (iii) above but must immediately take the action described in clause (i)
above.

      The Moody's Required Rating and the S&P Required Rating set out in the
preceding two paragraphs in respect of Moody's and S&P are collectively referred
to herein as the "Minimum Rating Requirements". Any guarantor or replacement
swap counterparty will have to satisfy the Minimum Rating Requirements for each
of Moody's and S&P.

      If the swap counterparty fails to post acceptable collateral, find a
suitable replacement swap counterparty or find a suitable guarantor of its
obligations under a swap agreement as required under any of the Minimum Rating
Requirements, fails to make a payment to the trust required under the subject
swap agreement (which failure continues unremedied for one business day
following notice), or any other event of default or termination event occurs
under the subject swap agreement in accordance with its terms (each such event,
a "Swap Default"), then the trustee will be required to take such actions
(following the expiration of any applicable grace period),


                                       242



unless otherwise directed in writing by the holders or beneficial owners, as the
case may be, of 51% of the total principal balance of the applicable class of
floating rate certificates, to enforce the rights of the trust under the subject
swap agreement as may be permitted by the terms of that swap agreement,
including the termination thereof, and use any termination payments received
from the swap counterparty (as described under "--Termination Fees" below) to
enter into a replacement interest rate swap agreement on substantially identical
terms, subject to receipt of rating agency confirmation that entering into the
replacement interest rate swap agreement will not result in a qualification,
downgrade or withdrawal of any of the then-current ratings of the certificates;.
If the costs attributable to entering into a replacement interest rate swap
agreement would exceed the net proceeds of the liquidation of the terminated
swap agreement, then a replacement interest rate swap agreement will not be
entered into and any such proceeds will instead be distributed to the holders or
beneficial owners, as the case may be, of the class A-2FL certificates, the
holders or beneficial owners, as the case may be, of the class A-3FL
certificates or the holders or beneficial owners, as the case may be, of the
class AM-FL certificates or the holders or beneficial owners, as the case may
be, of the class AJ-FL certificates or the holders or beneficial owners, as
applicable. Notwithstanding the foregoing, the trustee will not be obligated to
take any enforcement action with respect to any swap agreement unless it has
received from the holders of the class A-2FL certificates, the holders of the
class A-3FL certificates, the holders of the class AM-FL certificates, the
holders of the class AJ-FL certificates, as applicable, an indemnity
satisfactory to it with respect to the costs, expenses and liabilities
associated with enforcing the rights of the trust under that swap agreement. No
such costs, expenses and/or liabilities will be payable out of the trust fund.

      Any conversion of the pass-through rate, interest accrual period and
interest accrual basis of a class of floating rate certificates to the
pass-through rate, interest accrual period and interest accrual basis,
respectively, of the corresponding REMIC II regular interest following a payment
default under the related swap agreement on the part of the swap counterparty (a
"Swap Payment Default") or other Swap Default will become permanent following
the determination by either the trustee or the holders or beneficial owners, as
the case may be, of 51% of the total principal balance of that floating rate
class of certificates not to enter into a replacement interest rate swap
agreement and distribution of any termination fees to the holders of that
floating rate class of certificates. Any such Swap Payment Default or other Swap
Default and the consequent conversion of the pass-through rate, interest accrual
period and interest accrual basis of the class A-2FL, A-3FL, AM-FL or AJ-FL
certificates to the pass-through rate, interest accrual period and interest
accrual basis, respectively, of the corresponding REMIC II regular interest will
not constitute a default under the pooling and servicing agreement. Any such
conversion might result in a temporary delay of payment of the distributions to
the holders of the affected class of floating rate certificates if notice of the
resulting change in payment terms of that class of floating rate certificates is
not given to DTC within the time frame in advance of the payment date that DTC
requires to modify the payment.

      The trustee will have no obligation on behalf of the trust to pay or cause
to be paid to the swap counterparty any portion of the amounts due to the swap
counterparty under any swap agreement for any distribution date unless and until
the related payment of interest and/or prepayment consideration on the class
A-2FL REMIC II regular interest, the class A-3FL REMIC II regular interest, the
class AM-FL REMIC II regular interest or the class AJ-FL REMIC II regular
interest, as applicable, for such distribution date is actually received by the
trustee.

TERMINATION FEES

      In the event of the termination of a swap agreement and the failure of the
swap counterparty to replace that swap agreement, the swap counterparty may be
obligated to pay a termination fee to the trust generally designed to compensate
the trust for the cost, if any, of entering into a substantially similar
interest rate swap agreement with another swap counterparty. If that termination
fee is not used to pay for such a replacement swap agreement, then such
termination fee will be distributed to the applicable class of floating rate
certificateholders. To the extent that a replacement swap agreement is obtained
and any upfront payment is received from the replacement swap counterparty, then
that upfront payment will be applied to pay any termination fee owing to the
terminated swap counterparty, with any balance thereof to be paid to us. No
upfront payment from a replacement swap counterparty will be available for
payments on the class A-2FL, A-3FL, AM-FL or AJ-FL certificates.


                                       243



Except as otherwise indicated above in this "--Termination Fees" sub-section, no
termination fees will be payable from the trust.

SIGNIFICANCE ESTIMATE

      The "significance estimate" for the swap agreements relating to the class
A-2FL, A-3FL, AM-FL and AJ-FL certificates will be set forth in a final
prospectus supplement relating to the offered certificates. These estimates are
required to be determined based on a reasonable good faith estimate of maximum
probable exposure, made in substantially the same manner as that used in Merrill
Lynch Mortgage Lending, Inc.'s internal risk management process in respect of
similar instruments.

ADDITIONAL TERMINATION EVENT

      It will be an additional termination event under a swap agreement if the
swap counterparty fails to deliver any information, report, certification or
accountants' consent when and as required under the Securities Exchange Act of
1934, as amended (the "Exchange Act") and Item 1115(b)(1) or (b)(2) of the Asset
Backed Securities Regulation, 17 C.F.R. ss.ss.229.1100-229.1123 ("Regulation
AB") with respect to certain reporting obligations of the depositor with respect
to the issuing entity, which failure continues unremedied for the time period
provided in the swap agreement, and the swap counterparty fails to transfer the
related swap agreement to a successor swap counterparty.

      Each swap agreement (and any related guaranty) will be filed with the SEC
as an exhibit to a Current Report on Form 8-K after the date of initial issuance
of the certificates.

THE SWAP COUNTERPARTY

      It is expected that Merrill Lynch Capital Services, Inc. will be the swap
counterparty under the swap agreements.

      Merrill Lynch Capital Services, Inc. (MLCS) is a Delaware corporation with
its principal place of business located at Four World Financial Center, New
York, New York 10080. It is a wholly owned subsidiary of Merrill Lynch & Co,
Inc. MLCS primarily acts as a counterparty for certain derivative financial
products, including interest rate and currency swaps, caps and floors and
currency products, including options. MLCS maintains positions in
interest-bearing securities, financial futures, and forward contracts primarily
to hedge its exposure. In the normal course of its business, MLCS enters into
repurchase and resale agreements with certain affiliated companies. The
obligations of MLCS under the swap agreements will be guaranteed by Merrill
Lynch & Co., Inc.

      Merrill Lynch & Co., Inc., is a Delaware corporation with its principal
place of business located at Four World Financial Center, New York, New York
10080. Merrill Lynch & Co., Inc.'s senior unsecured debt obligations currently
are rated Aa3 by Moody's and AA- by S&P.

      Except for the foregoing two paragraphs, MLCS has not been involved in the
preparation of, and does not accept responsibility for, this offering prospectus
or the accompanying base prospectus.

      The swap counterparty may assign its rights and obligations under the swap
agreements provided that, among other conditions, including receipt of rating
agency confirmation that the selection of the related swap counterparty will not
result in a qualification, downgrade or withdrawal of any of the then-current
ratings of the certificates, the ratings of the replacement swap counterparty
would not result in a collateralization event.


                                       244



                                 USE OF PROCEEDS

      Substantially all of the proceeds from the sale of the offered
certificates will be used by us to purchase the mortgage loans that we will
include in the trust and to pay those expenses incurred in connection with the
issuance of the certificates.

                         FEDERAL INCOME TAX CONSEQUENCES

GENERAL

      This is a general summary of the material federal income tax consequences
of owning the offered certificates. This summary is directed to initial
investors that hold the offered certificates as "capital assets" within the
meaning of section 1221 of the Code. It does not discuss all United States
federal income tax consequences that may be relevant to owners of the offered
certificates, particularly as to investors subject to special treatment under
the Code, including banks and insurance companies. Prospective investors should
consult their tax advisors regarding the federal, state, local, and, if
relevant, foreign tax consequences to them of owning offered certificates.

      Further, this summary and any legal opinions referred to in this summary
are based on laws, regulations, including the REMIC regulations promulgated by
the Treasury Department, rulings and decisions now in effect or (with respect to
the regulations) proposed, all of which are subject to change either
prospectively or retroactively.

      Upon the issuance of the offered certificates, Sidley Austin LLP, New
York, New York, our counsel, will deliver its opinion generally to the effect
that, assuming compliance with the pooling and servicing agreement, and subject
to any other assumptions set forth in the opinion, REMIC I and REMIC II,
respectively, will each qualify as a REMIC under the Code, the arrangement under
which the class A-2FL REMIC II regular interest, the class A-3FL REMIC II
regular interest, the class AM-FL REMIC II regular interest, the class AJ-FL
REMIC II regular interest, the trustee's floating rate account and the swap
agreements relating to the class A-2FL, A-3FL, AM-FL and AJ-FL certificates is
held will be classified as one or more grantor trusts, as applicable, for U.S.
federal income tax purposes.

      The assets of REMIC I will generally include--

      o     the mortgage loans;

      o     any REO Properties acquired on behalf of the certificateholders;

      o     the master servicers' collection accounts;

      o     the special servicer's REO account; and

      o     the trustee's distribution account and interest reserve account.

      However, the Park La Brea Apartments Trust Mortgage Loan constitutes the
sole asset of a separate REMIC and the regular interest in that loan REMIC will
be an asset of REMIC I instead of that mortgage loan or any related REO
Property.

      For federal income tax purposes,

      o     the separate non-certificated regular interests in REMIC I will be
            the regular interests in REMIC I and will be the assets of REMIC II;


                                       245



      o     the class R-I certificates will evidence the sole class of residual
            interests in REMIC I and the sole class of residual interests in the
            Park La Brea Apartments individual loan REMIC;

      o     the class A-1, A-2, A-3, A-SB, A-1A, XC, XP, AM, AJ, B, C, D, E, F,
            G, H, J, K, L, M, N, P, Q and S certificates, the class A-2FL REMIC
            II regular interest, the class A-3FL REMIC II regular interest, the
            class AM-FL REMIC II regular interest and the class AJ-FL REMIC II
            regular interest, will evidence or constitute the regular interests
            in, and will generally be treated as debt obligations of, REMIC II;

      o     the class R-II certificates will evidence the sole class of residual
            interests in REMIC II.

      o     the class A-2FL certificates will evidence interests in a grantor
            trust consisting of the class A-2FL REMIC II regular interest, the
            related swap agreement and the applicable sub-account of the
            trustee's floating rate account;

      o     the class A-3FL certificates will evidence interests in a grantor
            trust consisting of the class A-3FL REMIC II regular interest, the
            related swap agreement and the applicable sub-account of the
            trustee's floating rate account;

      o     the class AM-FL certificates will evidence interests in a grantor
            trust consisting of the class AM-FL REMIC II regular interest, the
            related swap agreement and the applicable sub-account of the
            trustee's floating rate account;

      o     the class AJ-FL certificates will evidence interests in a grantor
            trust consisting of the class AJ-FL REMIC II regular interest, the
            related swap agreement and the applicable sub-account of the
            trustee's floating rate account.

DISCOUNT AND PREMIUM; PREPAYMENT CONSIDERATION

      Holders of the offered certificates will be required to report income on
such regular interests in accordance with the accrual method of accounting.

      One or more classes of offered certificates may be issued with more than a
de minimis amount of original issue discount. If you own an offered certificate
issued with original issue discount, you may have to report original issue
discount income and be subject to a tax on this income before you receive a
corresponding cash payment.

      If you own an offered certificate issued with original issue discount, you
may have to report original issue discount income and be subject to a tax on
this income before you receive a corresponding cash payment.

      When determining the rate of accrual of original issue discount, market
discount and premium, if any, for federal income tax purposes the prepayment
assumption used will be that subsequent to the date of any determination:

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

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

      However, no representation is made as to the actual rate at which the
mortgage loans will prepay, if at all. See "Federal Income Tax
Consequences--REMICs--Taxation of Owners of REMIC Regular Certificates" in the
accompanying base prospectus.


                                       246



      The IRS has issued regulations under sections 1271 to 1275 of the Code
generally addressing the treatment of debt instruments issued with original
issue discount. You should be aware, however, that those regulations and section
1272(a)(6) of the Code do not adequately address all issues relevant to, or are
not applicable to, prepayable securities such as the offered certificates. We
recommend that you consult with your own tax advisor concerning the tax
treatment of your offered certificates.

      If the method for computing original issue discount described in the
accompanying base prospectus results in a negative amount for any period with
respect to any holder of offered certificates, the amount of original issue
discount allocable to that period would be zero. The holder would be permitted
to offset the negative amount only against future original issue discount, if
any, attributable to his or her certificates.

      Whether a holder of any of the offered certificates will be treated as
holding a certificate with amortizable bond premium will depend on the
certificateholder's purchase price and the payments remaining to be made on the
certificate at the time of its acquisition by the certificateholder. If you
acquire an interest in any offered certificates issued at a premium, you should
consider consulting your own tax advisor regarding the possibility of making an
election to amortize the premium. See "Federal Income Tax
Consequences--REMICs--Taxation of Owners of REMIC Regular Certificates--Premium"
in the accompanying base prospectus.

      Prepayment premiums and yield maintenance charges actually collected on
the mortgage loans will be paid on the offered certificates as and to the extent
described in this offering prospectus. It is not entirely clear under the Code
when the amount of a prepayment premium or yield maintenance charge should be
taxed to the holder of a class of offered certificates entitled to that amount.
For federal income tax reporting purposes, the tax administrator will report
prepayment premiums or yield maintenance charges as income to the holders of a
class of offered certificates entitled thereto only after the applicable master
servicer's actual receipt of those amounts. The IRS may nevertheless seek to
require that an assumed amount of prepayment premiums and yield maintenance
charges be included in payments projected to be made on the offered certificates
and that taxable income be reported based on the projected constant yield to
maturity of the offered certificates. Therefore, the projected prepayment
premiums and yield maintenance charges would be included prior to their actual
receipt by holders of the offered certificates. If the projected prepayment
premiums and yield maintenance charges were not actually received, presumably
the holder of an offered certificate would be allowed to claim a deduction or
reduction in gross income at the time the unpaid prepayment premiums and yield
maintenance charges had been projected to be received. Moreover, it appears that
prepayment premiums and yield maintenance charges are to be treated as ordinary
income rather than capital gain. The correct characterization of the income is
not entirely clear. We recommend you consult your own tax advisors concerning
the treatment of prepayment premiums and yield maintenance charges.

CONSTRUCTIVE SALES OF CLASS XP CERTIFICATES

      The Taxpayer Relief Act of 1997 added a provision to the Code that
requires the recognition of gain on the constructive sale of an appreciated
financial position. A constructive sale of a financial position may occur if a
taxpayer enters into a transaction or series of transactions that have the
effect of substantially eliminating the taxpayer's risk of loss and opportunity
for gain with respect to the financial instrument. Debt instruments that:

      o     entitle the holder to a specified principal amount;

      o     pay interest at a fixed or variable rate; and

      o     are not convertible into the stock of the issuer or a related party,

      cannot be the subject of a constructive sale for this purpose.
Accordingly, only class XP certificates, which do not have a principal balance,
could be subject to this provision and only if a holder of those certificates
engages in a constructive sale transaction.


                                       247



CHARACTERIZATION OF INVESTMENTS IN OFFERED CERTIFICATES

      The offered certificates (exclusive of the class A-2FL, A-3FL, AM-FL and
AJ-FL certificates) will be treated as "real estate assets" within the meaning
of section 856(c)(5)(B) of the Code in the hands of a real estate investment
trust or "REIT". Most of the mortgage loans are not secured by real estate used
for residential or certain other purposes prescribed in section 7701(a)(19)(C)
of the Code. Consequently, the offered certificates will not be treated as
assets qualifying under that section. Accordingly, investment in the offered
certificates may not be suitable for a thrift institution seeking to be treated
as a "domestic building and loan association" under section 7701(a)(19)(C) of
the Code. In addition, the offered certificates (exclusive of the class A-2FL,
A-3FL, AM-FL and AJ-FL certificates) will be "qualified mortgages" within the
meaning of section 860G(a)(3) of the Code in the hands of another REMIC if
transferred to such REMIC on its startup date in exchange for regular or
residual interests in such REMIC.

      Finally, interest, including original issue discount, if any, on the
offered certificates (exclusive of the class A-2FL, A-3FL, AM-FL and AJ-FL
certificates) will be interest described in section 856(c)(3)(B) of the Code if
received by a REIT if 95% or more of the assets of REMIC II are treated as "real
estate assets" within the meaning of section 856(c)(5)(B) of the Code. To the
extent that less than 95% of the assets of REMIC II are treated as "real estate
assets" within the meaning of section 856(c)(5)(B) of the Code, a REIT holding
offered certificates will be treated as receiving directly its proportionate
share of the income of the REMIC.

      To the extent an offered certificate represents ownership of an interest
in a mortgage loan that is secured in part by cash reserves, that mortgage loan
is not secured solely by real estate. Therefore:

      o     a portion of that certificate may not represent ownership of "loans
            secured by an interest in real property" or other assets described
            in section 7701(a)(19)(C) of the Code;

      o     a portion of that certificate may not represent ownership of "real
            estate assets" under section 856(c)(5)(B) of the Code; and

      o     the interest on that certificate may not constitute "interest on
            obligations secured by mortgages on real property" within the
            meaning of section 856(c)(3)(B) of the Code.

      In addition, most of the mortgage loans contain defeasance provisions
under which the lender may release its lien on the collateral securing the
subject mortgage loan in return for the borrower's pledge of substitute
collateral in the form of government securities. Generally, under the Treasury
regulations, if a REMIC releases its lien on real property that secures a
qualified mortgage, the subject mortgage loan ceases to be a qualified mortgage
on the date the lien is released unless certain conditions are satisfied. In
order for the defeased mortgage loan to remain a qualified mortgage, the
Treasury regulations require that--

      1.    the borrower pledges substitute collateral that consist solely of
            certain government securities,

      2.    the related loan documents allow that substitution,

      3.    the lien is released to facilitate the disposition of the property
            or any other customary commercial transaction, and not as part of an
            arrangement to collateralize a REMIC offering with obligations that
            are not real estate mortgages, and

      4.    the release is not within two years of the startup day of the REMIC.

      Following the defeasance of a mortgage loan, regardless of whether the
foregoing conditions were satisfied, that mortgage loan would not be treated as
a "loan secured by an interest in real property" or a "real estate asset" and
interest on that loan would not constitute "interest on obligations secured by
real property" for purposes of sections 7701(a)(19)(C), 856(c)(5)(B) and
856(e)(3)(B) of the Code, respectively.


                                       248



      See "Description of the Mortgage Pool" in this offering prospectus and
"Federal Income Tax Consequences--REMICs--Characterization of Investments in
REMIC Certificates" in the accompanying base prospectus.

      For further information regarding the federal income tax consequences of
investing in the offered certificates, see "Federal Income Tax
Consequences--REMICs" in the accompanying base prospectus.

THE CLASS A-2FL CERTIFICATES

      Each holder of a class A-2FL certificate will be treated for federal
income tax purposes as having bought its proportionate share of the class A-2FL
REMIC II regular interest and having entered into its proportionate share of the
related swap agreement. Holders of the class A-2FL certificates must allocate
the price they pay for their certificates between their interests in the class
A-2FL REMIC II regular interest and the related swap agreement based on their
relative market values. Such allocation will be used for, among other things,
purposes of computing any original issue discount, market discount or premium on
the class A-2FL REMIC II regular interest. Any amount allocated to the related
swap agreement will be treated as a swap premium (the "Swap Premium") either
paid or received by the holders of the class A-2FL certificates, as the case may
be. If a Swap Premium is deemed paid by a holder, it will reduce the purchase
price allocable to the class A-2FL REMIC II regular interest. If the Swap
Premium is deemed received by a holder, it will be deemed to have increased the
purchase price for the class A-2FL REMIC II regular interest.

      If, based on the anticipated purchase prices of the class A-2FL
certificates and issue price of the class A-2FL REMIC II regular interest, it is
anticipated that the class A-2FL REMIC II regular interest will be issued at a
discount, a Swap Premium will be deemed to be paid by the initial holders of the
class A-2FL certificates. If, based on the anticipated purchase prices of the
class A-2FL certificates and issue price of the class A-2FL REMIC II regular
interest, it is anticipated that the class A-2FL REMIC II regular interest will
be issued at a premium, a Swap Premium will be deemed to be paid to the initial
holders of the class A-2FL certificates. The initial holders of a class A-2FL
certificate will be required to deduct (if the class A-2FL REMIC II regular
interest is issued at a discount) or amortize (if the class A-2FL REMIC II
regular interest is issued at a premium) the amount of the Swap Premium over the
term of the related swap agreement. Such holders may do so under a method based
on the Swap Premium representing the present value of a series of equal payments
made over the term of the related swap agreement that would fully amortize a
loan with an interest rate equal to the discount rate used to determine the Swap
Premium (or at some other reasonable rate). The amount deducted (if the class
A-2FL REMIC II regular interest is issued at a discount) or amortized if the
class A-2FL REMIC II regular interest is issued at a discount) or amortize (if
the class A-2FL REMIC II regular interest is issued at a premium) in each period
would be the principal amount of the hypothetical level payment in such period.
Moreover, while Regulations promulgated by the U.S. Treasury Department
("Treasury") treat a non-periodic payment made under a swap contract as a loan
for all federal income tax purposes if the payment is "significant", it is
anticipated that the Swap Premium would not be treated as "significant" under
those Treasury regulations. Prospective purchasers of class A-2FL certificates
should consult their own tax advisors regarding the appropriate method of
deducting or amortizing, as applicable, any Swap Premium.

      Treasury regulations have been promulgated under Section 1275 of the
Internal Revenue Code generally providing for the integration of a "qualifying
debt instrument" with a hedge if the combined cash flows of the components are
substantially equivalent to the cash flows on a variable rate debt instrument.
However, such regulations specifically disallow integration of debt instruments
subject to Section 1272(a)(6) of the Internal Revenue Code, such as REMIC
regular interests. Therefore, holders of the class A-2FL certificate will be
unable to use the integration method provided for under such regulations with
respect to such certificates. Consequently, the rate at which holders of the
class A-2FL certificates amortize the Swap Premium they are deemed to receive in
income each period may differ from the rate at which such holders amortize (and
offset against interest income on the class A-2FL REMIC II regular interest) in
each such period the initially corresponding amount of bond premium at which
they are deemed to have purchased the class A-2FL REMIC II regular interest.


                                       249



      Under Treasury regulations (i) all taxpayers must recognize periodic
payments with respect to a notional principal contract under the accrual method
of accounting, and (ii) any periodic payments received under the related swap
agreement must be netted against payments made under the related swap agreement
and deemed made or received as a result of the Swap Premium over the recipient's
taxable year and accounted for as a net payment, rather than accounted for on a
gross basis. The resulting net income or deduction with respect to net payments
under a notional principal contract for a taxable year should constitute
ordinary income or ordinary deduction. Such deduction (including the
amortization of the upfront payment) is treated as a miscellaneous itemized
deduction, which, for individuals, is subject to limitations on deductibility,
including that the deduction may not be used at all if the individual is subject
to the alternative minimum tax. Prospective investors who are individuals should
consult their tax advisors prior to investing in the class A-2FL certificates,
which may not be an appropriate investment for investors who are subject to
limitations on the deductibility of miscellaneous itemized deductions.

      Any amount of proceeds from the sale, redemption or retirement of a class
A-2FL certificate that is considered to be allocated to the holder's rights
under the related swap agreement or that the holder is deemed to have paid to
the purchaser would be considered a "termination payment" allocable to that
class A-2FL certificate under Treasury regulations. A holder of a class A-2FL
certificate will have gain or loss from such a termination equal to (A)(i) any
termination payment it received or is deemed to have received minus (ii) the
unamortized portion of any Swap Premium paid (or deemed paid) by the holder upon
entering into or acquiring its interest in the related swap agreement or (B)(i)
any termination payment it paid or is deemed to have paid minus (ii) the
unamortized portion of any Swap Premium received upon entering into or acquiring
its interest in the related swap agreement. Gain or loss realized upon the
termination of the related swap agreement will generally be treated as capital
gain or loss. Moreover, in the case of a bank or thrift institution, Section
582(c) of the Code would likely not apply to treat such gain or loss as
ordinary.

      The class A-2FL certificates, representing a beneficial ownership in the
class A-2FL REMIC II regular interest and in the related swap agreement, may
constitute positions in a straddle, in which case the straddle rules of Section
1092 of the Code would apply. A selling holder's capital gain or loss with
respect to such regular interest would be short term because the holding period
would be tolled under the straddle rules. Similarly, capital gain or loss
realized in connection with the termination of the related swap agreement would
be short term. If the holder of a class A-2FL certificate incurred or continued
to incur indebtedness to acquire or hold such class A-2FL certificate, the
holder would generally be required to capitalize a portion of the interest paid
on such indebtedness until termination of the related swap agreement.

THE CLASS A-3FL CERTIFICATES

      Each holder of a class A-3FL certificate will be treated for federal
income tax purposes as having bought its proportionate share of the class A-3FL
REMIC II regular interest and having entered into its proportionate share of the
related swap agreement. Holders of the class A-3FL certificates must allocate
the price they pay for their certificates between their interests in the class
A-3FL REMIC II regular interest and the related swap agreement based on their
relative market values. Such allocation will be used for, among other things,
purposes of computing any original issue discount, market discount or premium on
the class A-3FL REMIC II regular interest. Any amount allocated to the related
swap agreement will be treated as a swap premium (the "Swap Premium") either
paid or received by the holders of the class A-3FL certificates, as the case may
be. If a Swap Premium is deemed paid by a holder, it will reduce the purchase
price allocable to the class A-3FL REMIC II regular interest. If the Swap
Premium is deemed received by a holder, it will be deemed to have increased the
purchase price for the class A-3FL REMIC II regular interest.

      If, based on the anticipated purchase prices of the class A-3FL
certificates and issue price of the class A-3FL REMIC II regular interest, it is
anticipated that the class A-3FL REMIC II regular interest will be issued at a
discount, a Swap Premium will be deemed to be paid by the initial holders of the
class A-3FL certificates. If, based on the anticipated purchase prices of the
class A-3FL certificates and issue price of the class A-3FL REMIC II regular
interest, it is anticipated that the class A-3FL REMIC II regular interest will
be issued at a premium, a


                                       250



Swap Premium will be deemed to be paid to the initial holders of the class A-3FL
certificates. The initial holders of a class A-3FL certificate will be required
to deduct (if the class A-3FL REMIC II regular interest is issued at a discount)
or amortize (if the class A-3FL REMIC II regular interest is issued at a
premium) the amount of the Swap Premium over the term of the related swap
agreement. Such holders may do so under a method based on the Swap Premium
representing the present value of a series of equal payments made over the term
of the related swap agreement that would fully amortize a loan with an interest
rate equal to the discount rate used to determine the Swap Premium (or at some
other reasonable rate). The amount deducted (if the class A-3FL REMIC II regular
interest is issued at a discount) or amortized if the class A-3FL REMIC II
regular interest is issued at a discount) or amortize (if the class A-3FL REMIC
II regular interest is issued at a premium) in each period would be the
principal amount of the hypothetical level payment in such period. Moreover,
while Regulations promulgated by the U.S. Treasury Department ("Treasury") treat
a non-periodic payment made under a swap contract as a loan for all federal
income tax purposes if the payment is "significant", it is anticipated that the
Swap Premium would not be treated as "significant" under those Treasury
regulations. Prospective purchasers of class A-3FL certificates should consult
their own tax advisors regarding the appropriate method of deducting or
amortizing, as applicable, any Swap Premium.

      Treasury regulations have been promulgated under Section 1275 of the
Internal Revenue Code generally providing for the integration of a "qualifying
debt instrument" with a hedge if the combined cash flows of the components are
substantially equivalent to the cash flows on a variable rate debt instrument.
However, such regulations specifically disallow integration of debt instruments
subject to Section 1272(a)(6) of the Internal Revenue Code, such as REMIC
regular interests. Therefore, holders of the class A-3FL certificate will be
unable to use the integration method provided for under such regulations with
respect to such certificates. Consequently, the rate at which holders of the
class A-3FL certificates amortize the Swap Premium they are deemed to receive in
income each period may differ from the rate at which such holders amortize (and
offset against interest income on the class A-3FL REMIC II regular interest) in
each such period the initially corresponding amount of bond premium at which
they are deemed to have purchased the class A-3FL REMIC II regular interest.

      Under Treasury regulations (i) all taxpayers must recognize periodic
payments with respect to a notional principal contract under the accrual method
of accounting, and (ii) any periodic payments received under the related swap
agreement must be netted against payments made under the related swap agreement
and deemed made or received as a result of the Swap Premium over the recipient's
taxable year and accounted for as a net payment, rather than accounted for on a
gross basis. The resulting net income or deduction with respect to net payments
under a notional principal contract for a taxable year should constitute
ordinary income or ordinary deduction. Such deduction (including the
amortization of the upfront payment) is treated as a miscellaneous itemized
deduction, which, for individuals, is subject to limitations on deductibility,
including that the deduction may not be used at all if the individual is subject
to the alternative minimum tax. Prospective investors who are individuals should
consult their tax advisors prior to investing in the class A-3FL certificates,
which may not be an appropriate investment for investors who are subject to
limitations on the deductibility of miscellaneous itemized deductions.

      Any amount of proceeds from the sale, redemption or retirement of a class
A-3FL certificate that is considered to be allocated to the holder's rights
under the related swap agreement or that the holder is deemed to have paid to
the purchaser would be considered a "termination payment" allocable to that
class A-3FL certificate under Treasury regulations. A holder of a class A-3FL
certificate will have gain or loss from such a termination equal to (A)(i) any
termination payment it received or is deemed to have received minus (ii) the
unamortized portion of any Swap Premium paid (or deemed paid) by the holder upon
entering into or acquiring its interest in the related swap agreement or (B)(i)
any termination payment it paid or is deemed to have paid minus (ii) the
unamortized portion of any Swap Premium received upon entering into or acquiring
its interest in the related swap agreement. Gain or loss realized upon the
termination of the related swap agreement will generally be treated as capital
gain or loss. Moreover, in the case of a bank or thrift institution, Section
582(c) of the Code would likely not apply to treat such gain or loss as
ordinary.


                                       251



      The class A-3FL certificates, representing a beneficial ownership in the
class A-3FL REMIC II regular interest and in the related swap agreement, may
constitute positions in a straddle, in which case the straddle rules of Section
1092 of the Code would apply. A selling holder's capital gain or loss with
respect to such regular interest would be short term because the holding period
would be tolled under the straddle rules. Similarly, capital gain or loss
realized in connection with the termination of the related swap agreement would
be short term. If the holder of a class A-3FL certificate incurred or continued
to incur indebtedness to acquire or hold such class A-3FL certificate, the
holder would generally be required to capitalize a portion of the interest paid
on such indebtedness until termination of the related swap agreement.

THE CLASS AM-FL CERTIFICATES

      Each holder of a class AM-FL certificate will be treated for federal
income tax purposes as having bought its proportionate share of the class AM-FL
REMIC II regular interest and having entered into its proportionate share of the
related swap agreement. Holders of the class AM-FL certificates must allocate
the price they pay for their certificates between their interests in the class
AM-FL REMIC II regular interest and the related swap agreement based on their
relative market values. Such allocation will be used for, among other things,
purposes of computing any original issue discount, market discount or premium on
the class AM-FL REMIC II regular interest. Any amount allocated to the related
swap agreement will be treated as a swap premium (the "Swap Premium") either
paid or received by the holders of the class AM-FL certificates, as the case may
be. If a Swap Premium is deemed paid by a holder, it will reduce the purchase
price allocable to the class AM-FL REMIC II regular interest. If the Swap
Premium is deemed received by a holder, it will be deemed to have increased the
purchase price for the class AM-FL REMIC II regular interest.

      If, based on the anticipated purchase prices of the class AM-FL
certificates and issue price of the class AM-FL REMIC II regular interest, it is
anticipated that the class AM-FL REMIC II regular interest will be issued at a
discount, a Swap Premium will be deemed to be paid by the initial holders of the
class AM-FL certificates. If, based on the anticipated purchase prices of the
class AM-FL certificates and issue price of the class AM-FL REMIC II regular
interest, it is anticipated that the class AM-FL REMIC II regular interest will
be issued at a premium, a Swap Premium will be deemed to be paid to the initial
holders of the class AM-FL certificates. The initial holders of a class AM-FL
certificate will be required to deduct (if the class AM-FL REMIC II regular
interest is issued at a discount) or amortize (if the class AM-FL REMIC II
regular interest is issued at a premium) the amount of the Swap Premium over the
term of the related swap agreement. Such holders may do so under a method based
on the Swap Premium representing the present value of a series of equal payments
made over the term of the related swap agreement that would fully amortize a
loan with an interest rate equal to the discount rate used to determine the Swap
Premium (or at some other reasonable rate). The amount deducted (if the class
AM-FL REMIC II regular interest is issued at a discount) or amortized if the
class AM-FL REMIC II regular interest is issued at a discount) or amortize (if
the class AM-FL REMIC II regular interest is issued at a premium) in each period
would be the principal amount of the hypothetical level payment in such period.
Moreover, while Regulations promulgated by the U.S. Treasury Department
("Treasury") treat a non-periodic payment made under a swap contract as a loan
for all federal income tax purposes if the payment is "significant", it is
anticipated that the Swap Premium would not be treated as "significant" under
those Treasury regulations. Prospective purchasers of class AM-FL certificates
should consult their own tax advisors regarding the appropriate method of
deducting or amortizing, as applicable, any Swap Premium.

      Treasury regulations have been promulgated under Section 1275 of the
Internal Revenue Code generally providing for the integration of a "qualifying
debt instrument" with a hedge if the combined cash flows of the components are
substantially equivalent to the cash flows on a variable rate debt instrument.
However, such regulations specifically disallow integration of debt instruments
subject to Section 1272(a)(6) of the Internal Revenue Code, such as REMIC
regular interests. Therefore, holders of the class AM-FL certificate will be
unable to use the integration method provided for under such regulations with
respect to such certificates. Consequently, the rate at which holders of the
class AM-FL certificates amortize the Swap Premium they are deemed to receive in
income each period may differ from the rate at which such holders amortize (and
offset against interest income


                                       252



on the class AM-FL REMIC II regular interest) in each such period the initially
corresponding amount of bond premium at which they are deemed to have purchased
the class AM-FL REMIC II regular interest.

      Under Treasury regulations (i) all taxpayers must recognize periodic
payments with respect to a notional principal contract under the accrual method
of accounting, and (ii) any periodic payments received under the related swap
agreement must be netted against payments made under the related swap agreement
and deemed made or received as a result of the Swap Premium over the recipient's
taxable year and accounted for as a net payment, rather than accounted for on a
gross basis. The resulting net income or deduction with respect to net payments
under a notional principal contract for a taxable year should constitute
ordinary income or ordinary deduction. Such deduction (including the
amortization of the upfront payment) is treated as a miscellaneous itemized
deduction, which, for individuals, is subject to limitations on deductibility,
including that the deduction may not be used at all if the individual is subject
to the alternative minimum tax. Prospective investors who are individuals should
consult their tax advisors prior to investing in the class AM-FL certificates,
which may not be an appropriate investment for investors who are subject to
limitations on the deductibility of miscellaneous itemized deductions.

      Any amount of proceeds from the sale, redemption or retirement of a class
AM-FL certificate that is considered to be allocated to the holder's rights
under the related swap agreement or that the holder is deemed to have paid to
the purchaser would be considered a "termination payment" allocable to that
class AM-FL certificate under Treasury regulations. A holder of a class AM-FL
certificate will have gain or loss from such a termination equal to (A)(i) any
termination payment it received or is deemed to have received minus (ii) the
unamortized portion of any Swap Premium paid (or deemed paid) by the holder upon
entering into or acquiring its interest in the related swap agreement or (B)(i)
any termination payment it paid or is deemed to have paid minus (ii) the
unamortized portion of any Swap Premium received upon entering into or acquiring
its interest in the related swap agreement. Gain or loss realized upon the
termination of the related swap agreement will generally be treated as capital
gain or loss. Moreover, in the case of a bank or thrift institution, Section
582(c) of the Code would likely not apply to treat such gain or loss as
ordinary.

      The class AM-FL certificates, representing a beneficial ownership in the
class AM-FL REMIC II regular interest and in the related swap agreement, may
constitute positions in a straddle, in which case the straddle rules of Section
1092 of the Code would apply. A selling holder's capital gain or loss with
respect to such regular interest would be short term because the holding period
would be tolled under the straddle rules. Similarly, capital gain or loss
realized in connection with the termination of the related swap agreement would
be short term. If the holder of a class AM-FL certificate incurred or continued
to incur indebtedness to acquire or hold such class AM-FL certificate, the
holder would generally be required to capitalize a portion of the interest paid
on such indebtedness until termination of the related swap agreement.

THE CLASS AJ-FL CERTIFICATES

      Each holder of a class AJ-FL certificate will be treated for federal
income tax purposes as having bought its proportionate share of the class AJ-FL
REMIC II regular interest and having entered into its proportionate share of the
related swap agreement. Holders of the class AJ-FL certificates must allocate
the price they pay for their certificates between their interests in the class
AJ-FL REMIC II regular interest and the related swap agreement based on their
relative market values. Such allocation will be used for, among other things,
purposes of computing any original issue discount, market discount or premium on
the class AJ-FL REMIC II regular interest. Any amount allocated to the related
swap agreement will be treated as a swap premium (the "Swap Premium") either
paid or received by the holders of the class AJ-FL certificates, as the case may
be. If a Swap Premium is deemed paid by a holder, it will reduce the purchase
price allocable to the class AJ-FL REMIC II regular interest. If the Swap
Premium is deemed received by a holder, it will be deemed to have increased the
purchase price for the class AJ-FL REMIC II regular interest.

      If, based on the anticipated purchase prices of the class AJ-FL
certificates and issue price of the class AJ-FL REMIC II regular interest, it is
anticipated that the class AJ-FL REMIC II regular interest will be issued at


                                       253



a discount, a Swap Premium will be deemed to be paid by the initial holders of
the class AJ-FL certificates. If, based on the anticipated purchase prices of
the class AJ-FL certificates and issue price of the class AJ-FL REMIC II regular
interest, it is anticipated that the class AJ-FL REMIC II regular interest will
be issued at a premium, a Swap Premium will be deemed to be paid to the initial
holders of the class AJ-FL certificates. The initial holders of a class AJ-FL
certificate will be required to deduct (if the class AJ-FL REMIC II regular
interest is issued at a discount) or amortize (if the class AJ-FL REMIC II
regular interest is issued at a premium) the amount of the Swap Premium over the
term of the related swap agreement. Such holders may do so under a method based
on the Swap Premium representing the present value of a series of equal payments
made over the term of the related swap agreement that would fully amortize a
loan with an interest rate equal to the discount rate used to determine the Swap
Premium (or at some other reasonable rate). The amount deducted (if the class
AJ-FL REMIC II regular interest is issued at a discount) or amortized if the
class AJ-FL REMIC II regular interest is issued at a discount) or amortize (if
the class AJ-FL REMIC II regular interest is issued at a premium) in each period
would be the principal amount of the hypothetical level payment in such period.
Moreover, while Regulations promulgated by the U.S. Treasury Department
("Treasury") treat a non-periodic payment made under a swap contract as a loan
for all federal income tax purposes if the payment is "significant", it is
anticipated that the Swap Premium would not be treated as "significant" under
those Treasury regulations. Prospective purchasers of class AJ-FL certificates
should consult their own tax advisors regarding the appropriate method of
deducting or amortizing, as applicable, any Swap Premium.

      Treasury regulations have been promulgated under Section 1275 of the
Internal Revenue Code generally providing for the integration of a "qualifying
debt instrument" with a hedge if the combined cash flows of the components are
substantially equivalent to the cash flows on a variable rate debt instrument.
However, such regulations specifically disallow integration of debt instruments
subject to Section 1272(a)(6) of the Internal Revenue Code, such as REMIC
regular interests. Therefore, holders of the class AJ-FL certificate will be
unable to use the integration method provided for under such regulations with
respect to such certificates. Consequently, the rate at which holders of the
class AJ-FL certificates amortize the Swap Premium they are deemed to receive in
income each period may differ from the rate at which such holders amortize (and
offset against interest income on the class AJ-FL REMIC II regular interest) in
each such period the initially corresponding amount of bond premium at which
they are deemed to have purchased the class AJ-FL REMIC II regular interest.

      Under Treasury regulations (i) all taxpayers must recognize periodic
payments with respect to a notional principal contract under the accrual method
of accounting, and (ii) any periodic payments received under the related swap
agreement must be netted against payments made under the related swap agreement
and deemed made or received as a result of the Swap Premium over the recipient's
taxable year and accounted for as a net payment, rather than accounted for on a
gross basis. The resulting net income or deduction with respect to net payments
under a notional principal contract for a taxable year should constitute
ordinary income or ordinary deduction. Such deduction (including the
amortization of the upfront payment) is treated as a miscellaneous itemized
deduction, which, for individuals, is subject to limitations on deductibility,
including that the deduction may not be used at all if the individual is subject
to the alternative minimum tax. Prospective investors who are individuals should
consult their tax advisors prior to investing in the class AJ-FL certificates,
which may not be an appropriate investment for investors who are subject to
limitations on the deductibility of miscellaneous itemized deductions.

      Any amount of proceeds from the sale, redemption or retirement of a class
AJ-FL certificate that is considered to be allocated to the holder's rights
under the related swap agreement or that the holder is deemed to have paid to
the purchaser would be considered a "termination payment" allocable to that
class AJ-FL certificate under Treasury regulations. A holder of a class AJ-FL
certificate will have gain or loss from such a termination equal to (A)(i) any
termination payment it received or is deemed to have received minus (ii) the
unamortized portion of any Swap Premium paid (or deemed paid) by the holder upon
entering into or acquiring its interest in the related swap agreement or (B)(i)
any termination payment it paid or is deemed to have paid minus (ii) the
unamortized portion of any Swap Premium received upon entering into or acquiring
its interest in the related swap agreement. Gain or loss realized upon the
termination of the related swap agreement will generally be treated as


                                       254



capital gain or loss. Moreover, in the case of a bank or thrift institution,
Section 582(c) of the Code would likely not apply to treat such gain or loss as
ordinary.

      The class AJ-FL certificates, representing a beneficial ownership in the
class AJ-FL REMIC II regular interest and in the related swap agreement, may
constitute positions in a straddle, in which case the straddle rules of Section
1092 of the Code would apply. A selling holder's capital gain or loss with
respect to such regular interest would be short term because the holding period
would be tolled under the straddle rules. Similarly, capital gain or loss
realized in connection with the termination of the related swap agreement would
be short term. If the holder of a class AJ-FL certificate incurred or continued
to incur indebtedness to acquire or hold such class AJ-FL certificate, the
holder would generally be required to capitalize a portion of the interest paid
on such indebtedness until termination of the related swap agreement.

                              ERISA CONSIDERATIONS

      The following description is general in nature, is not intended to be
all-inclusive, is based on the law and practice existing at the date of this
document and is subject to any subsequent changes therein. In view of the
individual nature of ERISA and Code consequences, each potential investor that
is a Plan or is investing on behalf of, or with plan assets of a Plan, is
advised to consult its own legal advisor with respect to the specific ERISA and
Code consequences of investing in the certificates and to make its own
independent decision. The following is merely a summary and should not be
construed as legal advice.

      ERISA and section 4975 of the Code impose various requirements on--

      o     Plans, and

      o     persons that are fiduciaries with respect to Plans,

in connection with the investment of the assets of a Plan. For purposes of this
discussion, Plans may include qualified pension, profit sharing and Code section
401(k) plans, individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts, including, as applicable,
insurance company general accounts, in which other Plans are invested.

      A fiduciary of any Plan should carefully review with its legal advisors
whether the purchase or holding of offered certificates could be or give rise to
a transaction that is prohibited or is not otherwise permitted under ERISA or
section 4975 of the Code or whether there exists any statutory, regulatory or
administrative exemption applicable thereto. Some fiduciary and prohibited
transaction issues arise only if the assets of the trust are "plan assets" for
purposes of Part 4 of Title I of ERISA and section 4975 of the Code. Whether the
assets of the trust will be plan assets at any time will depend on a number of
factors, including the portion of any class of certificates that is held by
benefit plan investors within the meaning of U.S. Department of Labor Regulation
Section 2510.3-101, as modified by Section 3(42) of ERISA.

      The U.S. Department of Labor has issued an individual prohibited
transaction exemption to each of Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Countrywide Securities Corporation, identified as Prohibited
Transaction Exemptions 90-29 and 2000-55, respectively, as amended by Prohibited
Transaction Exemptions 97-34, 2000-58 and 2002-41(in each case, if issued after
the subject exemption was granted), and as subsequently amended from time to
time. Subject to the satisfaction of conditions set forth in the Exemption and
except as set forth below with respect to the class A-2FL, A-3FL, AM-FL and
AJ-FL certificates, the Exemption generally exempts from the application of the
prohibited transaction provisions of Sections 406(a) and (b) and 407(a) of
ERISA, and the excise taxes imposed on these prohibited transactions under
sections 4975(a) and (b) of the Code, specified transactions relating to, among
other things, the servicing and operation of pools of real estate loans, such as
the mortgage pool, and the purchase, sale and holding of mortgage pass-through
certificates, such as the offered certificates, that are underwritten by an
Exemption-Favored Party.


                                       255



      The Exemption sets forth five general conditions which must be satisfied
for a transaction involving the purchase, sale and holding of an offered
certificate to be eligible for exemptive relief under the Exemption. The
conditions are as follows:

      o     first, the acquisition of the certificate by a Plan must be on terms
            that are at least as favorable to the Plan as they would be in an
            arm's-length transaction with an unrelated party;

      o     second, at the time of its acquisition by the Plan, that certificate
            must be rated in one of the four highest generic rating categories
            by Fitch, Moody's or S&P;

      o     third, the trustee cannot be an affiliate of any other member of the
            Restricted Group, other than any of the Exemption Favored Parties;

      o     fourth, the following must be true--

            1.    the sum of all payments made to and retained by
                  Exemption-Favored Parties must represent not more than
                  reasonable compensation for underwriting the relevant class of
                  certificates;

            2.    the sum of all payments made to and retained by us in
                  connection with the assignment of mortgage loans to the trust
                  must represent not more than the fair market value of the
                  obligations; and

            3.    the sum of all payments made to and retained by the master
                  servicers, the special servicer and any sub-servicer must
                  represent not more than reasonable compensation for that
                  person's services under the pooling and servicing agreement
                  and reimbursement of that person's reasonable expenses in
                  connection therewith; and

      o     fifth, the investing Plan must be an accredited investor as defined
            in Rule 501(a)(1) of Regulation D under the Securities Act of 1933,
            as amended.

      It is a condition of their issuance that each class of offered
certificates receives an investment grade rating from each of Moody's and S&P.
In addition, the initial trustee is not an affiliate of any other member of the
Restricted Group. Accordingly, as of the date of initial issuance of the
certificates, the second and third general conditions set forth above will be
satisfied with respect to the offered certificates. A fiduciary of a Plan
contemplating the purchase of any such offered certificate in the secondary
market must make its own determination that, at the time of the purchase, the
certificate continues to satisfy the second and third general conditions set
forth above. A fiduciary of a Plan contemplating the purchase of any such
offered certificate, whether in the initial issuance of the certificate or in
the secondary market, must make its own determination that the first and fourth
general conditions set forth above will be satisfied with respect to the
certificate as of the date of the purchase. A Plan's authorizing fiduciary will
be deemed to make a representation regarding satisfaction of the fifth general
condition set forth above in connection with the purchase of any such offered
certificate.

      The Exemption also requires that the trust meet the following
requirements:

      o     the trust assets must consist solely of assets of the type that have
            been included in other investment pools;

      o     certificates evidencing interests in those other investment pools
            must have been rated in one of the four highest generic rating
            categories of Fitch, Moody's or S&P for at least one year prior to
            the Plan's acquisition of an offered certificate; and


                                       256



      o     certificates evidencing interests in those other investment pools
            must have been purchased by investors other than Plans for at least
            one year prior to any Plan's acquisition of an offered certificate.

      We believe that these requirements have been satisfied as of the date of
this offering prospectus.

      If the general conditions of the Exemption are satisfied, the Exemption
may provide an exemption from the restrictions imposed by Sections 406(a) and
407(a) of ERISA, as well as the excise taxes imposed by sections 4975(a) and (b)
of the Code by reason of sections 4975(c)(1)(A) through (D) of the Code, in
connection with--

      o     the direct or indirect sale, exchange or transfer of an offered
            certificate to a Plan upon initial issuance from us or an
            Exemption-Favored Party when we are, or a mortgage loan seller, the
            trustee, a master servicer, the special servicer, any party
            responsible for servicing the Park La Brea Apartments Loan
            Combination or any sub-servicer, any provider of credit support,
            Exemption-Favored Party or borrower is, a Party in Interest with
            respect to the investing Plan;

      o     the direct or indirect acquisition or disposition in the secondary
            market of an offered certificate by a Plan; and

      o     the continued holding of class A-1, A-2, A-3, A-SB, A-1A, AM, AJ, B,
            C or D certificates by a Plan.

      However, no exemption is provided from the restrictions of Sections
406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of an
offered certificate on behalf of a Plan sponsored by any member of the
Restricted Group, by any person who has discretionary authority or renders
investment advice with respect to the assets of that Plan.

      Moreover, if the general conditions of the Exemption, as well as other
conditions set forth in the Exemption, are satisfied, the Exemption may also
provide an exemption from the restrictions imposed by Sections 406(b)(1) and
(b)(2) of ERISA and the taxes imposed by sections 4975(a) and (b) of the Code by
reason of section 4975(c)(1)(E) of the Code in connection with:

      o     the direct or indirect sale, exchange or transfer of offered
            certificates in the initial issuance of those certificates between
            us or an Exemption-Favored Party and a Plan when the person who has
            discretionary authority or renders investment advice with respect to
            the investment of the assets of the Plan in those certificates is a
            borrower, or an affiliate of a borrower, with respect to 5.0% or
            less of the fair market value of the mortgage loans;

      o     the direct or indirect acquisition or disposition in the secondary
            market of such offered certificates by a Plan; and

      o     the continued holding of such offered certificates by a Plan.

      Further, if the general conditions of the Exemption, as well as other
conditions set forth in the Exemption, are satisfied, the Exemption may provide
an exemption from the restrictions imposed by Sections 406(a), 406(b) and 407(a)
of ERISA, and the taxes imposed by sections 4975(a) and (b) of the Code by
reason of section 4975(c) of the Code, for transactions in connection with the
servicing, management and operation of the trust assets.


                                       257



      Lastly, if the general conditions of the Exemption are satisfied, the
Exemption also may provide an exemption from the restrictions imposed by
Sections 406(a) and 407(a) of ERISA, and the taxes imposed by section 4975(a)
and (b) of the Code by reason of sections 4975(c)(1)(A) through (D) of the Code,
if the restrictions or taxes are deemed to otherwise apply merely because a
person is deemed to be a Party in Interest with respect to an investing Plan by
virtue of--

      o     providing services to the Plan, or

      o     having a specified relationship to this person,

solely as a result of the Plan's ownership of class offered certificates.

      Before purchasing an offered certificate, a fiduciary of a Plan should
itself confirm that the general and other conditions set forth in the Exemption
and the other requirements set forth in the Exemption would be satisfied at the
time of the purchase.

      In addition to determining the availability of the exemptive relief
provided in the Exemption, a fiduciary of a Plan considering an investment in
the offered certificates should consider the availability of any other
prohibited transaction class exemptions. A fiduciary of a Plan considering an
investment in the class A-2FL, class A-3FL, class AM-FL or class AJ-FL
certificates should ensure that it satisfies the additional requirements imposed
on an investment in those classes of certificates by a Plan, which are discussed
below. See "ERISA Considerations" in the accompanying base prospectus. There can
be no assurance that any exemption described in the accompanying base prospectus
will apply with respect to any particular investment by a Plan in the offered
certificates or, even if it were deemed to apply, that it would apply to all
prohibited transactions that may occur in connection with the investment. A
purchaser of such offered certificates should be aware, however, that even if
the conditions specified in one or more class exemptions are satisfied, the
scope of relief provided by a class exemption may not cover all acts which might
be construed as prohibited transactions.

      The swap agreements benefiting the class A-2FL, A-3FL, AM-FL and AJ-FL
certificates do not meet all of the requirements for an "eligible swap" under
the Underwriter Exemption, and consequently are not eligible for the exemptive
relief available under the Underwriter Exemption. For ERISA purposes, the
Depositor believes that an interest in each of those classes of floating rate
certificates could be viewed as representing beneficial interests in two assets,
(i) the right to receive payments with respect to the corresponding REMIC II
regular interest, without taking into account payments made or received with
respect to the related swap agreement, and (ii) the rights and obligations under
the related swap agreement. A Plan's purchase and holding of a class A-2FL,
A-3FL, AM-FL or AJ-FL certificate could constitute or otherwise result in a
prohibited transaction under ERISA and Section 4975 of the Code between the Plan
and the swap counterparty unless an exemption is available.

      Accordingly, as long as the related swap agreement is in effect, no Plan
or other person using plan assets may acquire or hold any interest in a class
A-2FL, A-3FL, AM-FL or AJ-FL certificate unless both (i) the acquisition or
holding satisfies the requirements of the Underwriter Exemption as described
above, without regard to requirements relating to "eligible swaps", and (ii) the
acquisition or holding is eligible for the exemptive relief available under PTCE
84-14 (for transactions by independent "qualified professional asset managers"),
PTCE 91-38 (for transactions by bank collective investment funds), PTCE 90-1
(for transactions by insurance company pooled separate accounts), PTCE 95-60
(for transactions by insurance company general accounts) or PTCE 96-23 (for
transactions effected by "in house asset managers") or similar exemption under
similar law (collectively, the "Investor-Based Exemptions"). It should be noted,
however, that even if the conditions specified in one or more of the
Investor-Based Exemptions are met, the scope of relief provided by the
Investor-Based Exemptions may not necessarily cover all acts that might be
construed as prohibited transactions (in particular, fiduciary self-dealing
transactions prohibited by ERISA Section 406(b)). Plan fiduciaries should
consult their legal counsel concerning this analysis and the applicability of
the Investor-Based Exemptions. Each beneficial owner of a class A-2FL, A-3FL,
AM-FL or AJ-FL certificate, or any interest therein, shall be deemed to have
represented that either (i) it is not a Plan or person using plan assets or (ii)
both (a) it is an "accredited investor" as defined in Rule


                                       258



501(a)(1) under the Securities Act of 1933, as amended, and (b) its acquisition
and holding of that certificate or interest therein are eligible for the
exemptive relief available under at least one of the Investor-Based Exemptions.

      Certain employee benefit plans, such as governmental plans (as defined in
Section 3(32) of ERISA) and, if no election has been made under section 410(d)
of the Code, church plans (as defined in Section 3(33) of ERISA), are not
subject to Title I of ERISA or section 4975 of the Code. However, governmental
and church plans may be subject to a federal, state or local law which is, to a
material extent, similar to the above-mentioned provisions of ERISA and the
Code. A fiduciary of a governmental plan should make its own determination as to
the need for and the availability of any exemptive relief under any similar law.

      Any fiduciary of a Plan considering whether to purchase an offered
certificate on behalf of that Plan should consult with its counsel regarding the
applicability of the fiduciary responsibility and prohibited transaction
provisions of ERISA and the Code to the investment. Such fiduciary must also
determine on its own whether an offered certificate is an appropriate investment
for a Plan under ERISA and the Code with regard to ERISA's general fiduciary
requirements, including investment prudence and diversification and the
exclusive benefit rule.

      The sale of offered certificates to a Plan is in no way a representation
or warranty by us or the underwriters that the investment meets all relevant
legal requirements with respect to investments by Plans generally or by any
particular Plan, or that the investment is appropriate for Plans generally or
for any particular Plan.

                                LEGAL INVESTMENT

      The offered certificates will not constitute mortgage related securities
for purposes of the Secondary Mortgage Market Enhancement Act of 1984. As a
result, the appropriate characterization of the offered certificates under
various legal investment restrictions, and therefore the ability of investors
subject to these restrictions to purchase those certificates, is subject to
significant interpretive uncertainties.

      Neither we nor the underwriters make any representation as to the proper
characterization of the offered certificates for legal investment, financial
institution regulatory, or other purposes, or as to the ability of particular
investors to purchase the offered certificates under applicable legal investment
or other restrictions. All institutions whose investment activities are subject
to legal investment laws and regulations, regulatory capital requirements or
review by regulatory authorities should consult with their own legal advisors in
determining whether and to what extent the offered certificates--

      o     are legal investments for them; or

      o     are subject to investment, capital or other restrictions.

      See "Legal Investment" in the accompanying base prospectus.

                             METHOD OF DISTRIBUTION

      Subject to the terms and conditions set forth in an underwriting agreement
to be entered into between us as seller, and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Countrywide Securities Corporation, IXIS Securities North
America Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and
Deutsche Bank Securities Inc. as underwriters, we expect to agree to sell to the
underwriters their respective allocations of the offered certificates that they
agree to purchase from us. We will identify in a final prospectus supplement
relating to the offered certificates, the respective principal balances of each
class of the offered certificates that the underwriters agree to purchase.

      Merrill Lynch, Pierce, Fenner & Smith Incorporated and Countrywide
Securities Corporation are acting as co-lead managers and co-bookrunning
managers for this offering. IXIS Securities North America Inc., PNC Capital
Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities
Inc. will act as co-


                                       259



managers for this offering. Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Countrywide Securities Corporation are acting as joint-bookrunning managers
in the following manner: Countrywide Securities Corporation is acting as sole
bookrunning manager with respect to   % of the class certificates, and Merrill
Lynch, Pierce, Fenner & Smith Incorporated is acting as sole bookrunning manager
with respect to the remainder of the class certificates and all other classes of
offered certificates.

      We will identify in a final prospectus supplement relating to the offered
certificates the amount of sale proceeds that we expect to receive from this
offering before deducting expenses payable by us.

      Distribution of the offered certificates will be made by the underwriters
from time to time in negotiated transactions or otherwise at varying prices to
be determined at the time of sale. Sales of the offered certificates may also
occur on and after the date of initial issuance of the offered certificates, as
agreed upon in negotiated transactions with various purchasers. The underwriters
may effect such transactions by selling the offered certificates to or through
dealers, and such dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the underwriters. In connection with
the purchase and sale of the offered certificates, the underwriters may be
deemed to have received compensation from us in the form of underwriting
discounts.

      Purchasers of the offered certificates, including dealers, may, depending
on the facts and circumstances of such purchases, be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended, in connection with
reoffers and resales by them of offered certificates. Any profit on the resale
of the offered certificates purchased by them may be deemed to be underwriting
discounts and commissions under the Securities Act of 1933, as amended.
Certificateholders should consult with their legal advisors in this regard prior
to any such reoffer or sale.

      We also have been advised by the underwriters that one or more of them,
through one or more of their respective affiliates, currently intends to make a
market in the offered certificates; however, none of the underwriters has any
obligation to do so, any market making may be discontinued at any time and there
can be no assurance that an active secondary market for the offered certificates
will develop. See "Risk Factors--Risks Related to the Offered Certificates--The
Offered Certificates Will Have Limited Liquidity and May Experience Fluctuations
in Market Value Unrelated to the Performance of the Mortgage Loans" in this
offering prospectus and "Risk Factors--Lack of Liquidity Will Impair Your
Ability to Sell Your Offered Certificates and May Have an Adverse Effect on the
Market Value of Your Offered Certificates" in the accompanying base prospectus.

      We have agreed to indemnify the underwriters and each person, if any, who
controls any underwriter within the meaning of the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, against, or to make
contributions to the underwriters and each such controlling person with respect
to, certain liabilities, including liabilities under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended.

      Merrill Lynch, Pierce, Fenner & Smith Incorporated is our affiliate and an
affiliate of Merrill Lynch Mortgage Lending, Inc., a sponsor and mortgage loan
seller. Countrywide Securities Corporation is an affiliate of Countrywide
Commercial Real Estate Finance, Inc., a sponsor and mortgage loan seller. PNC
Capital Markets LLC is an affiliate of PNC Bank, National Association, a sponsor
and mortgage loan seller, and Midland Loan Services, Inc. one of the master
servicers. IXIS Securities North America, Inc. is an affiliate of IXIS Real
Estate Capital Inc., a sponsor and mortgage loan seller.

      Each underwriter has represented to and agreed with us that:

      o     it has only communicated or caused to be communicated and will only
            communicate or cause to be communicated any invitation or inducement
            to engage in investment activity (within the meaning of section 21
            of the Financial Services and Markets Act 2000 (the "FSMA") received
            by it in connection with the issue or sale of any offered
            certificates in circumstances in which section 21(1) of the FSMA
            does not apply to us; and


                                       260



      o     it has complied and will comply with all applicable provisions of
            the FSMA with respect to anything done by it in relation to the
            offered certificates in, from or otherwise involving the United
            Kingdom.

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

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

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

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

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

                                  LEGAL MATTERS

      Particular legal matters relating to the certificates will be passed upon
for us by Sidley Austin LLP, New York, New York and for the underwriters by
Cadwalader, Wickersham & Taft LLP, New York, New York.


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                                     RATINGS

      It is a condition to their issuance that the respective classes of offered
certificates be rated as follows:

                   CLASS               MOODY'S           S&P
              --------------         ----------        -------
                 Class A-1               Aaa             AAA
                 Class A-2               Aaa             AAA
                Class A-2FL              Aaa             AAA
                 Class A-3               Aaa             AAA
                Class A-3FL              Aaa             AAA
                Class A-SB               Aaa             AAA
                Class A-1A               Aaa             AAA
                 Class AM                Aaa             AAA
                Class AM-FL              Aaa             AAA
                 Class AJ                Aaa             AAA
                Class AJ-FL              Aaa             AAA
                  Class B                Aa1             AA+
                  Class C                Aa2              AA
                  Class D                Aa3             AA-
                 Class XP                Aaa             AAA

      The ratings on the offered certificates address the likelihood of the
timely receipt by their holders of all payments of interest to which they are
entitled (subject to the below discussion of the ratings on the class A-2FL,
A-3FL, AM-FL and AJ-FL certificates) on each distribution date and the ultimate
receipt by their holders of all payments of principal to which they are entitled
on or before the rated final distribution date. The ratings take into
consideration the credit quality of the mortgage pool, structural and legal
aspects associated with the offered certificates, and the extent to which the
payment stream from the mortgage pool is adequate to make payments of interest
and/or principal required under the offered certificates.

      The ratings on the respective classes of offered certificates do not
represent any assessment of--

      o     the tax attributes of the offered certificates or of the trust;

      o     whether or to what extent prepayments of principal may be received
            on the mortgage loans;

      o     the likelihood or frequency of prepayments of principal on the
            mortgage loans;

      o     the degree to which the amount or frequency of prepayments of
            principal on the mortgage loans might differ from those originally
            anticipated;

      o     whether or to what extent the interest payable on any class of
            offered certificates may be reduced in connection with Net Aggregate
            Prepayment Interest Shortfalls; and

      o     whether and to what extent prepayment premiums, yield maintenance
            charges or Penalty Interest will be received.

      Also, a security rating does not represent any assessment of the yield to
maturity that investors may experience.

      Further, in the case of the class XP certificates, a security rating does
not represent any assessment of the possibility that the holders of those
certificates might not fully recover their investment in the event of rapid
prepayments and/or other early liquidations of the mortgage loans.


                                       262



      In general, ratings address credit risk and not prepayment risk. As
described in this offering prospectus, the amounts payable with respect to the
class XP certificates consist primarily of interest. Even if the entire mortgage
pool were to prepay in the initial month, with the result that the holders of
the class XP certificates receive only a single month's interest payment and,
accordingly, suffer a nearly complete loss of their investment, all amounts due
to those certificateholders will nevertheless have been paid. This result would
be consistent with the ratings received on the class XP certificates. The
ratings of the class XP certificates do not address the timing or magnitude of
reduction of the notional amounts of those certificates, but only the obligation
to pay interest timely on those notional amounts as so reduced from time to
time. The ratings of the class A-2FL, class A-3FL, class AM-FL and class AJ-FL
certificates do not represent any assessment of whether the floating interest
rate on those classes of certificates will convert, or the timing of any such
conversion, to the fixed pass-through rate on the related REMIC II regular
interest, and the failure of a conversion to occur simultaneously with a Swap
Default or termination of the related swap agreement may cause the ratings of
the class A-2FL, class A-3FL, class AM-FL or class AJ-FL certificates, as the
case may be, to be qualified, downgraded or withdrawn. The ratings assigned to
the class A-2FL, A-3FL, AM-FL and AJ-FL certificates are in each case partially
dependent upon the rating of the swap counterparty (or any guarantor of its
obligations under the swap agreement). Pursuant to each swap agreement, the
related swap counterparty (or any guarantor of its obligations under the swap
agreement) must maintain a specified rating from each rating agency. If the
rating of a swap counterparty (or any guarantor of its obligations under the
swap agreement) falls below the ratings threshold specified in the related swap
agreement or is withdrawn, the swap counterparty will be required to find a
replacement swap counterparty or guarantor of its obligations under the swap
agreement that meets the rating requirements set forth in the related swap
agreement or to post collateral in the amount set forth in the related swap
agreement or take other steps acceptable to the rating agencies. However, if the
rating of the swap counterparty (or any guarantor of its obligations under the
swap agreement) is qualified, downgraded or withdrawn before the replacement of
the swap counterparty (or any guarantor of its obligations under the swap
agreement) or the posting of collateral as referred to above, then the ratings
of the class A-2FL, class A-3FL, class AM-FL or class AJ-FL certificates, as the
case may be, may be qualified, downgraded or withdrawn. In addition, the ratings
on the class A-2FL, A-3FL, AM-FL and AJ-FL certificates do not address (i) the
likelihood of receipt by the holders of those classes of certificates of the
timely distribution of interest in connection with the change of the payment
terms to a fixed rate following a Swap Default, or the change of the payment
terms to a floating rate, if DTC is not given sufficient advance notice of a
change in the payment terms, (ii) in the event that the swap counterparty
defaults on its obligations under a swap agreement, the likelihood that the
holders of the class A-2FL, class A-3FL, class AM-FL or class AJ-FL
certificates, as the case may be, will experience shortfalls resulting from
expenses incurred in enforcing the swap counterparty's obligations under the
swap agreement that were not recovered from the swap counterparty or (iii) any
interest rate reductions or increases contemplated in this offering prospectus,
including the likelihood or the amount of any shortfalls to the class A-2FL,
A-3FL, AM-FL or AJ-FL certificates, as the case may be, as a result of any
dollar-for-dollar reductions contemplated in this offering prospectus

      There can be no assurance as to whether any rating agency not requested to
rate the offered certificates will nonetheless issue a rating to any class of
offered certificates and, if so, what the rating would be. A rating assigned to
any class of offered certificates by a rating agency that has not been requested
by us to do so may be lower than the rating assigned thereto by Moody's or S&P.

      The ratings on the offered certificates should be evaluated independently
from similar ratings on other types of securities. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time by the assigning rating organization. Each security
rating should be evaluated independently of any other security rating. See
"Rating" in the accompanying base prospectus.


                                       263



                                    GLOSSARY

      Terms Used in this Offering Prospectus

      The following capitalized terms will have the respective meanings assigned
to them in this glossary whenever they are used in this offering prospectus,
including in any of the annexes to this offering prospectus.

      "30/360 BASIS" means the accrual of interest calculated on the basis of a
360-day year consisting of twelve 30-day months.

      "A/B INTERCREDITOR AGREEMENT" means, with respect to an A/B Loan
Combination, the related intercreditor agreement among noteholders, as it may be
amended from time to time, by and between the holder of the related A-Note Trust
Mortgage Loan and the holder of the related B-Note Non-Trust Loan. Following the
inclusion of an A-Note Trust Mortgage Loan in the trust fund, the trust, acting
through the trustee, will be holder of that A-Note Trust Mortgage Loan and a
party to the related A/B Intercreditor Agreement.

      "A/B LOAN COMBINATION" means an A-Note Trust Mortgage Loan and the
corresponding B-Note Non-Trust Loan.

      "A/B MATERIAL DEFAULT" means, with respect to an A/B Loan Combination, one
of the following events: (a) either of the related A-Note Trust Mortgage Loan or
B-Note Non-Trust Loan has been accelerated; (b) a continuing monetary default;
or (c) a bankruptcy action has been filed by or against the related borrower.

      "ACCEPTABLE INSURANCE DEFAULT" means, with respect to any mortgage loan
serviced under the pooling and servicing agreement, any default under the
related loan documents resulting from (i) the exclusion of acts of terrorism
from coverage under the related "all risk" casualty insurance policy maintained
on the related mortgaged real property and (ii) the related borrower's failure
to obtain insurance that specifically covers acts of terrorism, but only if the
special servicer has determined, in its reasonable judgment, exercised in
accordance with the Servicing Standard, that (a) such insurance is not available
at commercially reasonable rates and the relevant hazards are not commonly
insured against by prudent owners of similar real properties in similar locales
(but only by reference to such insurance that has been obtained by such owners
at current market rates) or (b) such insurance is not available at any rate. In
making such determination, the special servicer will be entitled to rely on the
opinion of an insurance consultant at the expense of the trust.

      "ACTUAL/360 BASIS" means the accrual of interest calculated on the basis
of the actual number of days elapsed during any calendar month (or other
applicable accrual period) in a year assumed to consist of 360 days.

      "ADDITIONAL TRUST FUND EXPENSE" means any of certain specified expenses of
the trust that, in each case, generally:

      o     arises out of a default on a mortgage loan or in respect of a
            mortgage loan as to which a default is imminent or arises out of an
            otherwise unanticipated event; and

      o     is not covered by a servicing advance or a corresponding collection
            from the related borrower.

Examples of some Additional Trust Fund Expenses are set forth under "Description
of the Offered Certificates--Reductions to Certificate Principal Balances in
Connection with Realized Losses and Additional Trust Fund Expenses" in this
offering prospectus.

      "ADVANCE" means a P&I advance or a servicing advance made, or that may be
made, under the pooling and servicing agreement.

      "A-NOTE TRUST MORTGAGE LOAN" means any of:


                                       264



      o     the mortgage loan secured by the mortgaged real property identified
            on Annex A-1 to this offering prospectus as Konover Hotel Portfolio,
            which A-Note Trust Mortgage Loan has a cut-off date principal
            balance of $67,000,000 and a corresponding B-Note Non-Trust Loan
            that has an unpaid principal balance as of the cut-off date of
            $4,000,000; and

      o     the mortgage loan secured by the mortgaged real property identified
            on Annex A-1 to this offering prospectus as 92-30 Roosevelt Avenue,,
            which A-Note Trust Mortgage Loan has a cut-off date principal
            balance of $11,134,678 and a corresponding B-Note Non-Trust Loan
            that has an unpaid principal balance as of the cut-off date of
            $718,750;

      "APPRAISAL REDUCTION AMOUNT" means, for any mortgage loan (other than the
Park La Brea Apartments Trust Mortgage Loan) as to which an Appraisal Trigger
Event has occurred, an amount that will equal the excess, if any, of "x" over
"y" where--

      1.    "x" is an amount, as calculated by the special servicer, in
            consultation with the controlling class representative, as of the
            determination date immediately succeeding the date on which the
            special servicer obtains knowledge of the occurrence of the relevant
            Appraisal Trigger Event, if no new appraisal (or letter update or
            internal valuation) is required, or otherwise the date on which the
            appraisal (or letter update or internal valuation, if applicable) is
            obtained, and each anniversary of such determination date thereafter
            so long as appraisals are required to be obtained in connection with
            the subject mortgage loan, equal to the sum (without duplication)
            of:

            (a)   the Stated Principal Balance of the subject mortgage loan;

            (b)   to the extent not previously advanced by or on behalf of the
                  applicable master servicer, the special servicer or the
                  trustee, all unpaid interest accrued on the subject mortgage
                  loan through the most recent due date prior to the date of
                  determination at the related Net Mortgage Rate;

            (c)   all accrued but unpaid (from related collections) master
                  servicing fees and special servicing fees with respect to the
                  subject mortgage loan and, without duplication, all accrued or
                  otherwise incurred but unpaid (from related collections)
                  Additional Trust Fund Expenses with respect to the subject
                  mortgage loan;

            (d)   all related unreimbursed Advances made by or on behalf of the
                  applicable master servicer, the special servicer or the
                  trustee with respect to the subject mortgage loan, together
                  with (i) interest on those Advances and (ii) any related
                  Unliquidated Advances; and

            (e)   all currently due and unpaid real estate taxes and unfunded
                  improvement reserves and assessments, insurance premiums and,
                  if applicable, ground rents with respect to the related
                  mortgaged real property; and

      2.    "y" is equal to the sum of (x) 90% of an amount equal to (i) the
            resulting appraised or estimated value of the related mortgaged real
            property or REO Property, which value may be subject to reduction by
            the special servicer based on its review of the related appraisal
            and other relevant information (without implying any duty to do so),
            reduced, to not less than zero, by (ii) the amount of any
            obligations secured by liens on the property that are prior to the
            lien of the subject mortgage loan and estimated liquidation
            expenses, and (y) all escrows, reserves and letters of credit held
            as additional collateral with respect to the subject mortgage loan.

      If, however, any required appraisal, letter update or internal valuation
is not obtained or performed within 60 days of the relevant Appraisal Trigger
Event, then until the required appraisal or other valuation is obtained or


                                       265



performed, the Appraisal Reduction Amount for the subject mortgage loan will
equal 25% of the Stated Principal Balance of that mortgage loan.

      The foregoing notwithstanding, in the case of any Loan Combination, any
Appraisal Reduction Amount will be calculated as if it were a single loan, and
then will be allocated first to the related B-Note Non-Trust Loan, in each case
up to the outstanding principal balance thereof, and then to the applicable
A-Note Trust Mortgage Loan.

      In the case of the Park La Brea Apartments Trust Mortgage Loan, any
Appraisal Reduction Amount will be calculated with respect to the Park La Brea
Apartments Loan Combination under the Series 2006-LDP8 Pooling and Servicing
Agreement in a manner similar but not identical to that described above as if it
were a single loan, and then will be allocated between the Park La Brea
Apartments Trust Mortgage Loan and the Park La Brea Apartments Pari Passu
Non-Trust Loan on a pari passu basis.

      "APPRAISAL TRIGGER EVENT" means, with respect to any mortgage loan in the
trust (other than the Park La Brea Apartments Trust Mortgage Loan), any of the
following events:

      o     the mortgage loan has been modified by the special servicer in a
            manner that affects the amount or timing of any monthly debt service
            payment due on it, other than a balloon payment (except, or in
            addition to, bringing monthly debt service payments current and
            extending the maturity date for less than six months);

      o     the related borrower fails to make any monthly debt service payment
            with respect to the mortgage loan and the failure continues for 60
            days;

      o     60 days following the receipt by the special servicer of notice that
            a receiver has been appointed and continues in that capacity with
            respect to the mortgaged real property securing the mortgage loan;

      o     60 days following the receipt by the special servicer of notice that
            the related borrower has become the subject of a bankruptcy
            proceeding;

      o     the mortgaged real property securing the mortgage loan becomes an
            REO Property; or

      o     any balloon payment on such mortgage loan has not been paid by the
            day following its scheduled maturity date, unless the applicable
            master servicer has, on or prior to the due date of that balloon
            payment, received written evidence from an institutional lender of
            such lender's binding commitment to refinance the mortgage loan,
            then for such longer period after the due date of such balloon
            payment ending on the earlier of (i) 60 days after the related
            scheduled maturity date and (ii) the expiration of the refinancing
            commitment.

      For purposes of the foregoing, each Loan Combination will be treated as a
single mortgage loan.

      The equivalents of Appraisal Trigger Events with respect to the Park La
Brea Apartments Trust Mortgage Loan are set forth in the Series 2006-LDP8
Pooling and Servicing Agreement and include events that are generally similar
but not identical to those specified above as well as events that differ from
those specified above.


                                       266



      "AVAILABLE DISTRIBUTION AMOUNT" means, with respect to any distribution
date:

      (a)   an amount equal to the sum, without duplication, of the following
            amounts:

            (i)     the aggregate of all amounts on deposit in the master
                    servicers' collection accounts and the trustee's
                    distribution account as of the close of business on the
                    related determination date and the amounts collected by or
                    on behalf of the master servicers as of the close of
                    business on such determination date and required to be
                    deposited in the collection account (including the amounts
                    remitted by the Series 2006-LDP8 Master Servicer with
                    respect to the Park La Brea Apartments Trust Mortgage Loan);

            (ii)    the aggregate amount of all P&I advances made by either
                    master servicer or the trustee for distribution on the
                    certificates on that distribution date;

            (iii)   the aggregate amount transferred from the special servicer's
                    REO account and/or any separate custodial account maintained
                    with respect to a Loan Combination to the applicable master
                    servicer's collection account during the month of that
                    distribution date, on or prior to the date on which P&I
                    advances are required to be made in that month;

            (iv)    the aggregate amount deposited by the master servicers in
                    their collection accounts for that distribution date in
                    connection with Prepayment Interest Shortfalls and any
                    shortfalls in interest caused by the application of a
                    condemnation award or casualty insurance proceeds to prepay
                    a mortgage loan; and

            (v)     for each distribution date occurring in March, the aggregate
                    of all interest reserve amounts in respect of each mortgage
                    loan that accrues interest on an Actual/360 Basis deposited
                    in the trustee's distribution account;

      exclusive of

      (b)   any portion of the amounts described in clause (a) above that
            represents one or more of the following:

            (i)     any monthly debt service payments collected but due on a due
                    date after the end of the related collection period;

            (ii)    all amounts in the master servicers' collection accounts or
                    the trustee's distribution account that are payable or
                    reimbursable to any person other than the certificateholders
                    from:

                    (A)   the master servicers' collection accounts, including,
                          but not limited to, servicing compensation, as
                          described under "Servicing of the Mortgage
                          Loans--Collection Accounts--Withdrawals" in this
                          offering prospectus; and

                    (B)   the trustee's distribution account, including, but not
                          limited to, trustee fees, as described under
                          "Description of the Offered Certificates--Distribution
                          Account--Withdrawals" in this offering prospectus;

            (iii)   any prepayment premiums and yield maintenance charges;

            (v)     if such distribution date occurs during February of any year
                    or during January of any year that is not a leap year, the
                    interest reserve amounts in respect of each mortgage loan
                    that accrues interest on an Actual/360 Basis to be deposited
                    in the trustee's interest reserve account and held for
                    future distribution; and


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            (vi)    any amounts deposited in the master servicers' collection
                    accounts or the trustee's distribution account in error.

      In no event will the Available Distribution Amount include amounts payable
to the holders of the B-Note Non-Trust Loans.

      "B-NOTE LOAN NOTEHOLDER" means the holder of a B-Note Non-Trust Loan.

      "B-NOTE NON-TRUST LOAN" means, with respect to any A Note Trust Mortgage
Loan, the other mortgage loan that--

      o     is not included in the trust fund,

      o     is subordinate in right of payment to that A Note Trust Mortgage
            Loan to the extent set forth in the related intercreditor agreement,
            and

      o     is secured by the same mortgage or deed of trust on the same
            mortgaged real property as that A Note Trust Mortgage Loan.

      "B NOTE LOAN NOTEHOLDER" means the holder of a B Note Non Trust Loan.

      "B NOTE NON TRUST LOAN" means, with respect to any A Note Trust Mortgage
Loan, the other mortgage loan that--

      o     is not included in the trust fund,

      o     is subordinate in right of payment to that A Note Trust Mortgage
            Loan to the extent set forth in the related intercreditor agreement,
            and

      o     is secured by the same mortgage or deed of trust on the same
            mortgaged real property as that A Note Trust Mortgage Loan.

      "CLASS A-SB PLANNED PRINCIPAL BALANCE" means, with respect to the class
A-SB certificates for any distribution date, the principal balance specified for
that distribution date on Annex E to this offering prospectus. The principal
balances set forth on Annex E to this offering prospectus were calculated using,
among other things, the Modeling Assumptions and a 0% CPR. Based on the Modeling
Assumptions and a 0% CPR, the total principal balance of the class A-SB
certificates on each distribution date would be reduced to approximately the
scheduled principal balance indicated for that distribution date on Annex E to
this offering prospectus. There is no assurance, however, that the mortgage
loans will perform in conformity with the Modeling Assumptions. Therefore, there
can be no assurance that the total principal balance of the class A-SB
certificates on any distribution date will be equal to (and, furthermore,
following retirement of the class A-1, A-2, A-2FL, A-3 and A-3FL certificates,
that total principal balance may be less than) the principal balance that is
specified for that distribution date on Annex E to this offering prospectus.

      "CLEARSTREAM" means Clearstream Banking Luxembourg.

      "CLOSING DATE" means the date of the initial issuance of the offered
certificates, which will be on or about December 12, 2006.

      "CMSA" means the Commercial Mortgage Securities Association, an
international trade organization for the commercial real estate capital markets.

      "CODE" means the Internal Revenue Code of 1986, as amended.

      "CPR" means an assumed constant rate of prepayment each month, which is
expressed on a per annum basis, relative to the then outstanding principal
balance of a pool of mortgage loans for the life of those loans.


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      "CROSSED LOAN" means a mortgage loan in the trust fund that is
cross-collateralized and cross-defaulted with one or more other mortgage loans
in the trust fund.

      "CROSSED GROUP" means a group of related Crossed Loans.

      "DTC" means The Depository Trust Company.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

      "EUROCLEAR" means Euroclear Bank S.A./N.V., as operator of the Euroclear
System.

      "EXEMPTION" means, collectively, Prohibited Transaction Exemptions 90-29
and 2000-55, each as amended by Prohibited Transaction Exemptions 97-34, 2000-58
and 2002-41 (in each case, if issued after the subject Exemption was granted),
and as may be amended from time to time, or any successor thereto, all as issued
by the U.S. Department of Labor.

      "EXEMPTION-FAVORED PARTY" means any of--

      o     Merrill Lynch, Pierce, Fenner & Smith Incorporated;

      o     Countrywide Securities Corporation;

      o     any person directly or indirectly, through one or more
            intermediaries, controlling, controlled by or under common control
            with any entity referred to in the prior two bullets; and

      o     any member of the underwriting syndicate or selling group of which a
            person described in the prior three bullets is a manager or
            co-manager with respect to those mortgage pass-through certificates.

      "FITCH" means Fitch, Inc.

      "IRS" means the Internal Revenue Service.

      "LIBOR" has the meaning given to that term under "Description of the
Offered Certificates-- Distributions--Calculation of Pass-Through Rates" in this
offering prospectus.

      "LIBOR BUSINESS DAY" has the meaning given to that term under "Description
of the Offered Certificates-- Distributions--Calculation of Pass-Through Rates"
in this offering prospectus.

      "LIBOR DETERMINATION DATe" has the meaning given to that term under
"Description of the Offered Certificates-- Distributions--Calculation of
Pass-Through Rates" in this offering prospectus.

      "LOAN COMBINATION" means any of the Park La Brea Apartments Loan
Combination or an A/B Loan Combination.

      "LOAN COMBINATION INTERCREDITOR AGREEMENT" means any of the Park La Brea
Apartments Intercreditor Agreement or an A/B Loan Combination Intercreditor
Agreement.

      "LOAN GROUP 1 PRINCIPAL DISTRIBUTION AMOUNT" means, in general, the
portion of the Principal Distribution Amount attributable to the mortgage loans
in loan group 1.

      "LOAN GROUP 2 PRINCIPAL DISTRIBUTION AMOUNT" means, in general, the
portion of the Principal Distribution Amount attributable to the mortgage loans
in loan group 2.


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      "MODELING ASSUMPTIONS" means, collectively, the following assumptions
regarding the certificates and the mortgage loans in, or to be included in, the
trust fund:

      o     the mortgage loans have the characteristics set forth on Annex A-1,
            and the initial mortgage pool balance is approximately
            $4,522,709,155; and the mortgage loans are allocated to loan group 1
            and loan group 2 as described in this offering prospectus;

      o     the initial total principal balance or notional amount, as the case
            may be, of each class of certificates is as described in this
            offering prospectus;

      o     the pass-through rate for each class of certificates is as described
            in this offering prospectus;

      o     there are no delinquencies or losses with respect to the mortgage
            loans;

      o     there are no modifications, extensions, waivers or amendments
            affecting the monthly debt service payments by borrowers on the
            mortgage loans;

      o     there are no Appraisal Reduction Amounts with respect to the
            mortgage loans;

      o     there are no casualties or condemnations affecting the corresponding
            mortgaged real properties;

      o     each of the mortgage loans provides monthly debt service payments to
            be due on the first day of each month, and accrues interest on the
            basis described in this offering prospectus, which is any of an
            Actual/360 Basis or a 30/360 Basis;

      o     all prepayments on the mortgage loans are assumed to be accompanied
            by a full month's interest;

      o     there are no breaches of our representations and warranties
            regarding the mortgage loans;

      o     no voluntary or involuntary prepayments are received as to any
            mortgage loan during that mortgage loan's lockout period, yield
            maintenance period or defeasance period, in each case if any;

      o     except as otherwise assumed in the immediately preceding two
            bullets, prepayments are made on each of the mortgage loans at the
            indicated CPRs set forth in the subject tables, without regard to
            any limitations in those mortgage loans on partial voluntary
            principal prepayments;

      o     no person or entity entitled thereto exercises its right of optional
            termination described in this offering prospectus under "Description
            of the Offered Certificates--Termination";

      o     no mortgage loan is required to be repurchased by any mortgage loan
            seller;

      o     the mortgage loans that permit either voluntary prepayment with
            prepayment consideration (i.e. a prepayment premium or yield
            maintenance) or defeasance have been assumed to be mortgage loans
            providing for voluntary prepayment with prepayment consideration in
            the form of yield maintenance or a prepayment premium, as
            applicable;

      o     payments on the offered certificates are made on the 12th day of
            each month, commencing in January 2007; and

      o     the offered certificates are settled on December 12, 2006.

      "MOODY'S" means Moody's Investors Service, Inc.


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      "NET AGGREGATE PREPAYMENT INTEREST SHORTFALL" means, with respect to any
distribution date, the excess, if any, of--

      o     the Prepayment Interest Shortfalls incurred with respect to the
            mortgage pool during the related collection period, over

      o     the total payments made by the master servicers to cover those
            Prepayment Interest Shortfalls.

      "NET MORTGAGE RATE" means with respect to any mortgage loan, in general, a
per annum rate equal to the related mortgage interest rate in effect from time
to time, minus the sum of (a) the applicable master servicing fee rate under the
pooling and servicing agreement (which includes the rate at which any primary
servicing fees accrue), and (b) and the per annum rate at which the monthly
trustee fee is calculated and, in the case of the Park La Brea Apartments Trust
Mortgage Loan, the per annum rate at which the related servicing fee under the
Series 2006-LDP8 Pooling and Servicing Agreement is calculated; provided,
however, that, for purposes of calculating the Weighted Average Net Mortgage
Rate and the respective pass-through rates for the class A-2FL REMIC II regular
interest, the class A-3FL REMIC II regular interest, the class AM-FL REMIC II
regular interest, the class AJ-FL REMIC II regular interest, and the various
classes of the non-fixed rate interest-bearing certificates, from time to time--

      o     the Net Mortgage Rate for the subject mortgage loan will be
            calculated without regard to any modification, waiver or amendment
            of the terms of such mortgage loan, or any other change in the
            related mortgage interest rate, subsequent to the date of issuance
            of the certificates, and

      o     if any mortgage loan does not accrue interest on the basis of a
            360-day year consisting of twelve 30-day months, then the Net
            Mortgage Rate of such mortgage loan for any one-month period
            preceding a related due date will be the annualized rate at which
            interest would have to accrue in respect of such loan on the basis
            of a 360-day year consisting of twelve 30-day months in order to
            produce, in general, the aggregate amount of interest actually
            accrued in respect of such loan during such one-month period at the
            related mortgage interest rate (net of the aggregate per annum rate
            at which the related master servicing fee and the trustee fee are
            calculated under the pooling and servicing agreement and, in the
            case of the Park La Brea Apartments Trust Mortgage Loan, the per
            annum rate at which the related servicing fee under the Series
            2006-LDP8 Pooling and Servicing Agreement is calculated), except
            that, with respect to any such mortgage loan, the Net Mortgage Rate
            for the one-month period (a) prior to the respective due dates in
            January and February in any year which is not a leap year or in
            February in any year which is a leap year will be determined so as
            to produce an aggregate amount of interest that excludes any related
            interest reserve amount transferred to the trustee's interest
            reserve account in respect of that one-month period and (b) prior to
            the due date in March will be determined so as to produce an
            aggregate amount of interest that includes the related interest
            reserve amount(s) retained in the trustee's interest reserve account
            for the respective one-month periods prior to the due dates in
            January and February in any year which is not a leap year or the
            one-month period prior to the due date in February in any year which
            is a leap year.

      As of the cut-off date (without regard to the adjustment described in the
proviso to the prior sentence), the Net Mortgage Rates for the mortgage loans
ranged from 4.6296% per annum to 6.8396%, with a weighted average of those Net
Mortgage Rates of 5.8567% per annum. See "Servicing of the Mortgage
Loans--Servicing and Other Compensation and Payment of Expenses" in this
offering prospectus.

      "NONRECOVERABLE ADVANCE" means any Advance previously made or proposed to
be made, or any Workout-Delayed Reimbursement Amount previously made, with
respect to any mortgage loan or REO Property that is determined, in accordance
with the pooling and servicing agreement, not to be ultimately recoverable,
together with interest accrued on that Advance, from payments or other
collections on or with respect to that


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mortgage loan or REO Property and, in the case of an A-Note Trust Mortgage Loan
with respect to a servicing advance, on or with respect to the related Loan
Combination.

      "NON-TRUST LOAN NOTEHOLDER" means the holder of a Non-Trust Loan.

      "NON-TRUST LOAN" means any of the Park La Brea Apartments Pari Passu
Non-Trust Loan or a B-Note Non-Trust Loan.

      "P&I" means principal and/or interest payments, excluding balloon
payments, required to be paid in respect of a mortgage loan in accordance with
the schedule for repayment provided for by that mortgage loan.

      "PARK LA BREA APARTMENTS CONTROLLING PARTY" means, the "directing holder"
of the Series 2006-LDP8 Securitization as such term is defined in the Series
2006-LDP8 Pooling and Servicing Agreement.

      "PARK LA BREA APARTMENTS INTERCREDITOR AGREEMENT" means the intercreditor
agreement by and between the initial holders of the Park La Brea Apartments
Trust Mortgage Loan and the Park La Brea Apartments Pari Passu Non-Trust Loan.
Following the inclusion of the Park La Brea Apartments Trust Mortgage Loan in
the trust fund, the trust, acting through the trustee, will be the holder of the
Park La Brea Apartments Trust Mortgage Loan and a party to the Park La Brea
Apartments Intercreditor Agreement.

      "PARK LA BREA APARTMENTS LOAN COMBINATION" means, collectively, the Park
La Brea Apartments Trust Mortgage Loan and the Park La Brea Apartments Pari
Passu Non-Trust Loan.

      "PARK LA BREA APARTMENTS MORTGAGED PROPERTY" means the mortgaged real
property identified on Annex A-1 to this offering prospectus as Park La Brea
Apartments.

      "PARK LA BREA APARTMENTS PARI-PASSU NON-TRUST LOAN" means that loan
that--

      o     is not part of the trust fund,

      o     has been designated under the Park La Brea Apartments Intercreditor
            Agreement as "Note A-1", and

      o     is secured by the same mortgage encumbering the Park La Brea
            Apartments Mortgaged Property as is the Park La Brea Apartments
            Trust Mortgage Loan.

      "PARK LA BREA APARTMENTS REO PROPERTY" means the Park La Brea Apartments
Mortgaged Property if it has been acquired by the Series 2006-LDP8 trust through
foreclosure, deed-in-lieu of foreclosure or otherwise following a default on the
Park La Brea Apartments Loan Combination.

      "PARK LA BREA APARTMENTS TRUST MORTGAGE LOAN" means that mortgage loan
that--

      o     is part of the trust fund,

      o     has been designated under the Park La Brea Apartments Intercreditor
            Agreement as "Note A-2," with an unpaid principal balance of
            $387,500,000 as of the cut-off date, and

      o     is secured by the same mortgage encumbering the Park La Brea
            Apartments Mortgaged Property as is the Park La Brea Apartments Pari
            Passu Non-Trust Loan.

      "PARTY IN INTEREST" means any person that is a "party in interest" within
the meaning of Section 3(14) of ERISA or a "disqualified person" within the
meaning of section 4975(e)(2) of the Code.


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      "PENALTY INTEREST" means any interest, other than late payment charges,
prepayment premiums or yield maintenance charges, that--

      o     accrues on a defaulted mortgage loan solely by reason of the subject
            default; and

      o     is in excess of all interest at the related mortgage interest rate.

      "PERMITTED ENCUMBRANCES" means, with respect to any mortgaged real
property securing a mortgage loan, any and all of the following in, or to be
included in, the trust fund:

      o     the lien of current real property taxes, ground rents, water
            charges, sewer rents and assessments not yet delinquent or accruing
            interest or penalties;

      o     covenants, conditions and restrictions, rights of way, easements and
            other matters that are of public record and/or are referred to in
            the related lender's title insurance policy or, if that policy has
            not yet been issued, referred to in a pro forma title policy or a
            marked-up commitment binding upon the title insurer;

      o     exceptions and exclusions specifically referred to in the related
            lender's title insurance policy or, if that policy has not yet been
            issued, referred to in a pro forma title policy or marked-up
            commitment binding upon the title insurer;

      o     other matters to which like properties are commonly subject;

      o     the rights of tenants, as tenants only, under leases and subleases,
            pertaining to the related mortgaged real property;

      o     if the related mortgage loan is cross-collateralized with any other
            mortgage loan within the mortgage pool, the lien of the mortgage for
            the other mortgage loan(s) contained in the same group of
            cross-collateralized loans; and

      o     if the related mortgaged real property consists of one or more units
            in a condominium, the related condominium declaration,

none of which, as represented by the related mortgage loan seller in the related
mortgage loan purchase agreement (subject to any exceptions set forth in that
agreement), materially interferes with the security intended to be provided by
the related mortgage, the current principal use of the property or the current
ability of the property to generate income sufficient to service the related
mortgage loan.

      "PERMITTED INVESTMENTS" means U.S. government securities and other
investment grade obligations, including:

      o     direct obligations of, or obligations fully guaranteed as to timely
            payment of principal and interest by, the United States or any
            agency or instrumentality thereof (having original maturities of not
            more than 365 days), provided that those obligations are backed by
            the full faith and credit of the United States;

      o     repurchase agreements or obligations with respect to any security
            described in the preceding bullet (having original maturities of not
            more than 365 days), provided that the short-term deposit or debt
            obligations of the party agreeing to repurchase the subject security
            are investment grade rated;


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      o     federal funds, unsecured uncertified certificates of deposit, time
            deposits, demand deposits and bankers' acceptances of any bank or
            trust company organized under the laws of the United States or any
            state thereof (having original maturities of not more than 365
            days), the short-term obligations of which are investment grade
            rated;

      o     commercial paper (including both non-interest bearing discount
            obligations and interest-bearing obligations and having original
            maturities of not more than 365 days) of any corporation or other
            entity organized under the laws of the United States or any state
            thereof which commercial paper is investment grade rated;

      o     money market funds which are rated in one of the four highest
            applicable rating categories of a nationally recognized statistical
            rating organization; and

      o     any other obligation or security acceptable to each applicable
            rating agency for the related offered certificates, evidence of
            which acceptability will be provided in writing by each of those
            rating agencies to, among others, the trustee;

provided that (1) no investment described above may evidence either the right to
receive (x) only interest with respect to such investment or (y) a yield to
maturity greater than 120% of the yield to maturity at par of the underlying
obligations; and (2) no investment described above may be purchased at a price
greater than par if such investment may be prepaid or called at a price less
than its purchase price prior to stated maturity.

      "PLAN" means any employee benefit plan, or other retirement plan,
arrangement or account, that is subject to the fiduciary responsibility
provisions of ERISA or section 4975 of the Code.

      "PREPAYMENT INTEREST EXCESS" means, with respect to any full or partial
prepayment of a mortgage loan made by the related borrower during any collection
period after the due date for that loan, the amount of any interest collected on
that prepayment for the period following that due date, less the amount of
related master servicing fees payable from that interest collection, and
exclusive of any Penalty Interest and/or Additional Interest included in that
interest collection.

      "PREPAYMENT INTEREST SHORTFALL" means, with respect to any full or partial
prepayment of a mortgage loan voluntarily made by the related borrower during
any collection period prior to the due date for that loan, the amount of any
uncollected interest, without regard to any prepayment premium or yield
maintenance charge actually collected, that would have accrued on that
prepayment to, but not including, that due date at a rate per annum equal to the
sum of the related Net Mortgage Rate for such mortgage loan and the trustee fee
rate (net of any Penalty Interest, if applicable).

      "PRIMARY COLLATERAL" means the mortgaged real property directly securing a
Crossed Loan and excluding any property as to which the related lien may only be
foreclosed upon by exercise of cross-collateralization of that Crossed Loan with
other related Crossed Loans.

      "PRINCIPAL DISTRIBUTION AMOUNT" means, with respect to each distribution
date, the aggregate of the following (without duplication):

      (a)   the aggregate of the principal portions of all monthly debt service
            payments (other than balloon payments) due or deemed due on or in
            respect of the mortgage loans (including mortgage loans as to which
            the related mortgaged real properties have become REO Properties)
            for their respective due dates occurring during the related
            collection period, to the extent paid by the related borrower during
            or prior to, or otherwise received during, the related collection
            period or advanced (including with respect to the Park La Brea
            Apartments Trust Mortgage Loan) by either master servicer or the
            trustee, as applicable, for such distribution date;


                                       274



      (b)   the aggregate of all principal prepayments received on the mortgage
            loans during the related collection period;

      (c)   with respect to any mortgage loan as to which the related stated
            maturity date occurred during or prior to the related collection
            period, any payment of principal (other than a principal prepayment)
            made by or on behalf of the related borrower during the related
            collection period (including any balloon payment), net of any
            portion of such payment that represents a recovery of the principal
            portion of any monthly debt service payment (other than a balloon
            payment) due or deemed due in respect of the related mortgage loan
            on a due date during or prior to the related collection period and
            included as part of the Principal Distribution Amount for such
            distribution date or any prior distribution date pursuant to clause
            (a) above;

      (d)   the aggregate of the principal portion of all liquidation proceeds,
            sale proceeds, insurance proceeds, condemnation proceeds and, to the
            extent not otherwise included in clause (a), (b) or (c) above,
            payments and revenues that were received on or in respect of the
            mortgage loans and REO Properties during the related collection
            period and that were identified and applied by the applicable master
            servicer and/or the special servicer as recoveries of principal of
            the mortgage loans, in each case net of any portion of such amounts
            that represents a recovery of the principal portion of any monthly
            debt service payment (other than a balloon payment) due or deemed
            due in respect of the related mortgage loan on a due date during or
            prior to the related collection period and included as part of the
            Principal Distribution Amount for such distribution date or any
            prior distribution date pursuant to clause (a) above; and

      (e)   if such distribution date is subsequent to the initial distribution
            date, the excess, if any, of the Principal Distribution Amount for
            the immediately preceding distribution date, over the aggregate
            distributions of principal made on the principal balance
            certificates on such immediately preceding distribution date;

provided that the Principal Distribution Amount for any distribution date will
generally be reduced (to not less than zero) by any Workout-Delayed
Reimbursement Amounts in respect of any particular mortgage loan that are
reimbursed from principal collections on the mortgage pool during the related
collection period (although any of those amounts that were reimbursed from
principal collections and are subsequently collected on the related mortgage
loan will be added to the Principal Distribution Amount for the distribution
date following the collection period in which the subsequent collection occurs);
and

provided, further, that the Principal Distribution Amount for any distribution
date will generally be reduced (to not less than zero) by any Nonrecoverable
Advances in respect of any particular mortgage loan (and advance interest
thereon) that are reimbursed from principal collections on the mortgage pool
during related collection period (although any of those amounts that were
reimbursed from principal collections and are subsequently collected
(notwithstanding the nonrecoverability determination) on the related mortgage
loan will be added to the Principal Distribution Amount for the distribution
date following the collection period in which the subsequent collection occurs).

      If the reimbursement of any Workout-Delayed Reimbursement Amount or
Nonrecoverable Advance (and accompanying interest) results in a reduction in the
Principal Distribution Amount for any distribution date, as contemplated by the
provisos to the prior sentence, then that reduction shall, to the fullest extent
permitted, be applied to the portion of the Principal Distribution Amount
attributable to the loan group that includes the related mortgage loan before
affecting the portion of the Principal Distribution Amount attributable to the
other loan group. Any additions to the Principal Distribution Amount for any
distribution date, as contemplated by the provisos to the first sentence of this
definition, will be allocated between the respective portions of the Principal
Distribution Amount allocable to the two loan groups to offset the earlier
corresponding reductions, generally in the reverse order in which the reductions
were made.


                                       275



      The payment of Additional Trust Fund Expenses with respect to any mortgage
loan may result in a reduction of amounts allocable as principal of that
mortgage loan and, accordingly, a smaller Principal Distribution Amount.

      The Principal Distribution Amount will not include any payments or other
collections of principal on the Non-Trust Loans.

      "REALIZED LOSSES" mean losses arising from the inability to collect all
amounts due and owing under any defaulted mortgage loan, including by reason of
the fraud or bankruptcy of the borrower, modifications, bankruptcy or a casualty
of any nature at the related mortgaged real property, to the extent not covered
by insurance. The Realized Loss in respect of a liquidated mortgage loan (or
related REO Property) is an amount generally equal to the excess, if any, of (a)
the outstanding principal balance of such mortgage loan as of the date of
liquidation, together with (i) all accrued and unpaid interest thereon to but
not including the due date in the collection period in which the liquidation
occurred (exclusive of any Penalty Interest, prepayment premiums or yield
maintenance charges in respect of such mortgage loan) and (ii) related servicing
expenses and servicing advances (together with interest accrued thereon), and
related Unliquidated Advances in respect of servicing advances, in any event not
reimbursed from collections on the subject mortgage loan (or related REO
Property), and any related due and unpaid servicing compensation (including
principal recovery fees) and any other related unpaid Additional Trust Fund
Expenses, over (b) the aggregate amount of liquidation proceeds, if any,
recovered in connection with such liquidation (net of any portion of such
liquidation proceeds that is payable or reimbursable in respect of the related
liquidation and other servicing expenses and, in the case of an A-Note Trust
Mortgage Loan, net of any portion of such liquidation proceeds payable to the
holder of the related B-Note Non-Trust Loan. If any portion of the debt due
under a mortgage loan (other than Penalty Interest) is forgiven, whether in
connection with a modification, waiver or amendment granted or agreed to by the
special servicer or in connection with a bankruptcy or similar proceeding
involving the related borrower, the amount so forgiven also will be treated as a
Realized Loss. Any reimbursement of Advances determined to be nonrecoverable
from collections on the related mortgage loan (and interest on such Advances)
that are made from collections of principal that would otherwise be included in
the Principal Distribution Amount, will be Realized Losses.

      "REMIC" means a real estate mortgage investment conduit, within the
meaning of, and formed in accordance with, the Tax Reform Act of 1986 and
sections 860A through 860G of the Code.

      "REO PROPERTY" means any mortgaged real property that is acquired by the
trust through foreclosure, deed-in-lieu of foreclosure or otherwise following a
default on the corresponding mortgage loan.

      "RESTRICTED GROUP" means, collectively--

      1.    the trustee;

      2.    the Exemption-Favored Parties;

      3.    us;

      4.    the master servicers;

      5.    the special servicer;

      6.    any party responsible for servicing the Park La Brea Apartments Loan
            Combination;

      7.    any sub-servicers;

      8.    the mortgage loan sellers;

      9.    the swap counterparty;


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      10.   each borrower, if any, with respect to mortgage loans constituting
            more than 5.0% of the total unamortized principal balance of the
            mortgage pool as of the date of initial issuance of the offered
            certificates; and

      11.   any and all affiliates of any of the aforementioned persons.

      "RESTRICTED SERVICER REPORTS" means collectively, to the extent not filed
with the Securities and Exchange Commission, the CMSA servicer watchlist, the
CMSA operating statement analysis report, the CMSA NOI adjustment worksheet, the
CMSA financial file, the CMSA comparative financial status report, the CMSA loan
level reserve/LOC report and the CMSA reconciliation of funds report.

      "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

      "SERIES 2006-LDP8 MASTER SERVICER" means Midland Loan Services, Inc., as
master servicer of the Series 2006-LDP8 Securitization for the Park La Brea
Apartments Loan Combination, who is responsible for the servicing and
administration of the Park La Brea Apartments Loan Combination under the Series
2006-LDP8 Pooling and Servicing Agreement, or any successor master servicer
thereto.

      "SERIES 2006-LDP8 POOLING AND SERVICING AGREEMENT" means that certain
pooling and servicing agreement, dated as of September 1, 2006, among Wells
Fargo Bank, N.A., as master servicer no, the Series 2006-LDP8 Master Servicer,
the Series 2006-LDP8 Special Servicer and the Series 2006-LDP8 Trustee, relating
to the Series 2006-LDP8 Securitization.

      "SERIES 2006-LDP8 SECURITIZATION" means the J.P. Morgan Chase Commercial
Mortgage Securities Trust Series 2006-LDP8 securitization, which holds the Park
La Brea Apartments Pari Passu Non-Trust Loan.

      "SERIES 2006-LDP8 SPECIAL SERVICER" means J.E. Robert Company, Inc., as
special servicer of the Series 2006-LDP8 Securitization, who is responsible for
the servicing and administration of the Park La Brea Apartments Loan Combination
to the extent it becomes a specially serviced mortgage loan under the Series
2006-LDP8 Pooling and Servicing Agreement, or any successor special servicer
thereto.

      "SERIES 2006-LDP8 TRUSTEE" means LaSalle Bank National Association, as
trustee of the Series 2006-LDP8 Securitization or any successor trustee thereto.

      "SERVICING STANDARD" means, with respect to each master servicer or the
special servicer, the obligation to service and administer the mortgage loans
for which that party is responsible under the pooling and servicing agreement:

      o     in the same manner in which, and with the same care, skill, prudence
            and diligence with which, each master servicer or the special
            servicer, as the case may be, generally services and administers
            similar mortgage loans that either are part of other third-party
            portfolios, giving due consideration to customary and usual
            standards of practice of prudent institutional commercial mortgage
            loan servicers servicing mortgage loans for third parties, or are
            held as part of its own portfolio, whichever standard is higher;

      o     with a view to (i) the timely recovery of all scheduled payments of
            principal and interest under the mortgage loans, (ii) in the case of
            the special servicer, if a mortgage loan comes into and continues in
            default, the maximization of the recovery on that mortgage loan to
            the certificateholders and, in the case of a Loan Combination, the
            holder of the related B-Note Non-Trust Loan, all taken as a
            collective whole, on a net present value basis (the relevant
            discounting of the anticipated collections to be performed at the
            related mortgage interest rate) and (iii) the best interests (as
            determined by the applicable master servicer or the special
            servicer, as the case may be, in its reasonable judgment) of the
            holders of the certificates and the trust fund and, in the


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            case of an A/B Loan Combination, the holder of the related B-Note
            Non-Trust Loan, taking into account, to the extent consistent with
            the related Loan Combination Intercreditor Agreement, the
            subordinate nature of the related B-Note Non-Trust Loan; and

      o     without regard to--

            1.    any relationship that each master servicer or the special
                  servicer, as the case may be, or any of its affiliates may
                  have with any of the borrowers (or any affiliate thereof), us,
                  any mortgage loan seller or any other party to the
                  transaction;

            2.    the ownership of any certificate or interest in any mezzanine
                  loan or Non-Trust Loan by each master servicer or the special
                  servicer, as the case may be, or by any of its affiliates;

            3.    the obligation of each master servicer or the special
                  servicer, as the case may be, to make Advances;

            4.    the right of each master servicer or the special servicer, as
                  the case may be, to receive compensation or other fees for its
                  services rendered pursuant to the pooling and servicing
                  agreement;

            5.    the ownership, servicing or management by each master servicer
                  or the special servicer, as the case may be, or any of its
                  affiliates of any other loans or real properties not included
                  in or securing, as the case may be, the mortgage pool;

            6.    any obligation of each master servicer or any of its
                  affiliates to repurchase or substitute a mortgage loan as a
                  mortgage loan seller;

            7.    any obligation of each master servicer or any of its
                  affiliates to cure a breach of representation and warranty
                  with respect to any mortgage loan; and

            8.    any debt each master servicer or the special servicer, as the
                  case may be, or any of its affiliates, has extended to any of
                  the borrowers or any affiliate thereof.

      The servicing standard under the Series 2006-LDP8 Pooling and Servicing
Agreement, the agreement under which the Park La Brea Apartments Trust Mortgage
Loan is being serviced, is generally similar but not identical to the foregoing.

      "SERVICING TRANSFER EVENT" means, with respect to any mortgage loan
serviced under the pooling and servicing agreement, any of the following events:

      1.    the related borrower fails to make when due any monthly debt service
            payment, including a balloon payment, and the failure continues
            unremedied for 60 days;

      2.    the applicable master servicer or, with the consent of the
            controlling class representative, the special servicer determines in
            its reasonable judgment (exercised in accordance with the Servicing
            Standard) that a default in the making of a monthly debt service
            payment, including a balloon payment, is likely to occur and is
            likely to remain unremedied for at least 60 days;

      3.    the applicable master servicer or, with the consent of the
            controlling class representative, the special servicer determines in
            its reasonable judgment (exercised in accordance with the Servicing
            Standard) that a non-payment default (other than an Acceptable
            Insurance Default) has occurred under the mortgage loan that may
            materially impair the value of the corresponding mortgaged real
            property as security for the mortgage loan and the default continues
            unremedied beyond the applicable cure period under the terms of the
            mortgage loan or, if no cure period is


                                       278



            specified, for 60 days, provided that a default that gives rise to
            an acceleration right without any cure period shall be deemed to
            have a cure period equal to zero;

      4.    various events of bankruptcy, insolvency, readjustment of debt,
            marshalling of assets and liabilities, or similar proceedings occur
            with respect to the related borrower or the corresponding mortgaged
            real property, or the related borrower takes various actions
            indicating its bankruptcy, insolvency or inability to pay its
            obligations; or

      5.    the applicable master servicer receives notice of the commencement
            of foreclosure or similar proceedings with respect to the
            corresponding mortgaged real property.

      A Servicing Transfer Event will cease to exist, if and when:

      o     with respect to the circumstances described in clause 1. of this
            definition, the related borrower makes three consecutive full and
            timely monthly debt service payments under the terms of the mortgage
            loan, as those terms may be changed or modified in connection with a
            bankruptcy or similar proceeding involving the related borrower or
            by reason of a modification, waiver or amendment granted or agreed
            to by the applicable master servicer or the special servicer;

      o     with respect to the circumstances described in clauses 2. and 4. of
            this definition, those circumstances cease to exist in the
            reasonable judgment of the special servicer (exercised in accordance
            with the Servicing Standard), but, with respect to any bankruptcy or
            insolvency proceedings contemplated by clause 4., no later than the
            entry of an order or decree dismissing the proceeding;

      o     with respect to the circumstances described in clause 3. of this
            definition, the default is cured in the judgment of the special
            servicer; and

      o     with respect to the circumstances described in clause 5. of this
            definition, the proceedings are terminated;

so long as at that time no other circumstance identified in clauses 1. through
5. of this definition continues to exist.

      "STATED PRINCIPAL BALANCE" means, for each mortgage loan, an amount that:

      o     will initially equal its cut-off date principal balance (or, in the
            case of a replacement mortgage loan, its principal balance as of the
            date of substitution); and

      o     will be permanently reduced on each distribution date, to not less
            than zero, by--

            1.    all payments and other collections of principal, if any, with
                  respect to that mortgage loan that are included as part of the
                  Principal Distribution Amount for such distribution date
                  pursuant to clause (a), clause (b), clause (c) and/or clause
                  (d) of, and without regard to the provisos to, the definition
                  of "Principal Distribution Amount" in this glossary;

            2.    any amount of reduction in the outstanding principal balance
                  of any mortgage loan resulting from a deficient valuation that
                  occurred during the related collection period; and

            3.    any other related Realized Losses incurred during the related
                  collection period that represents a loss of principal with
                  respect to that mortgage loan.


                                       279



      With respect to each mortgage loan relating to, and deemed to remain
outstanding with respect to, an REO Property, the "Stated Principal Balance"
will be an amount equal to the Stated Principal Balance of that mortgage loan as
of the date of the acquisition of the related REO Property, permanently reduced
on each subsequent distribution date, to not less than zero, by:

      o     all amounts, if any, collected with respect to the related REO
            Property that are allocable as principal of the subject mortgage
            loan and that are included as part of the Principal Distribution
            Amount for such distribution date pursuant to clause (a), clause
            (b), clause (c) and/or clause (d) of, and without regard to the
            provisos to, the definition of "Principal Distribution Amount" in
            this glossary; and

      any related Realized Loss incurred during the related collection period
that represents a loss of principal with respect to the subject mortgage loan.

      "SWAP DEFAULT" has the meaning given to that term under "Description of
the Swap Agreements--The Swap Agreements" in this offering prospectus.

      "SWAP PAYMENT DEFAULT" has the meaning given to that term under
"Description of the Swap Agreements--The Swap Agreements" in this offering
prospectus.

      "SWAP PREMIUM" has the meaning given to that term under "U.S. Federal
Income Tax Consequences--The Class A-2FL Certificates", "--The Class A-3FL
Certificates", "--The Class AM-FL Certificates" and "--The Class AJ-FL
Certificates" in this offering prospectus.

      "UNLIQUIDATED ADVANCE" means, with respect to any mortgage loan, any
Advance made by a party to the pooling and servicing agreement that:

      o     is not a Nonrecoverable Advance;

      o     has been reimbursed to the party that made the Advance as a
            Workout-Delayed Reimbursement Amount out of principal collections on
            other mortgage loans; and

      o     was originally made with respect to an item that has not been
            subsequently recovered out of collections on or proceeds of the
            subject mortgage loan or any related REO Property.

      "UNRESTRICTED SERVICER REPORTS" means collectively, the CMSA delinquent
loan status report, CMSA historical loan modification and corrected mortgage
loan report, CMSA REO status report, CMSA advance recovery report and, if and to
the extent filed with the Securities and Exchange Commission, such reports and
files as would, but for such filing, constitute Restricted Servicer Reports.

      "WEIGHTED AVERAGE NET MORTGAGE RATE" means, for any distribution date, the
weighted average of the applicable Net Mortgage Rates for all the mortgage
loans, weighted on the basis of their respective Stated Principal Balances
immediately following the preceding distribution date.

      "WORKOUT-DELAYED REIMBURSEMENT AMOUNT" means, with respect to any mortgage
loan that had been subject to special servicing and has subsequently been
returned to performing status (including as a result of a modification of its
terms), any Advance made with respect to that mortgage loan as of a date
coinciding with or, depending on the circumstances, shortly before the date on
which that mortgage loan stopped being specially serviced, together with
interest on that Advance, to the extent that (a) such Advance is not reimbursed
to the party that made it as of the date that the subject mortgage loan stopped
being specially serviced and (b) the amount of such Advance becomes an
obligation of the related borrower to pay such amount under the terms of the
modified loan documents.


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      Terms Used in Annexes A-1 and A-2

      The following defined terms and descriptions of underwriting standards are
used in Annexes A-1 and A-2:

            (i)     References to "UW DSCR (x)" and "DSCR" are references to
      debt service coverage ratios. Debt service coverage ratios are used by
      income property lenders to measure the ratio of (a) cash currently
      generated by a property that is available for debt service (that is, cash
      that remains after average cost of non-capital expenses of operation,
      tenant improvements, leasing commissions and replacement reserves during
      the term of the mortgage loan) to (b) required debt service payments.
      However, debt service coverage ratios only measure the current, or recent,
      ability of a property to service mortgage debt. The UW DSCR (x) for any
      mortgage loan is the ratio of "UW Net Cash Flow" produced by the related
      mortgaged real property to the annualized amount of debt service that will
      be payable under that mortgage loan commencing after the origination date;
      provided, however, for purposes of calculating the UW DSCR (x) provided in
      this offering prospectus with respect to 117 mortgage loans, representing
      approximately 32.9% of the initial mortgage pool balance, where periodic
      payments are interest-only for a certain amount of time after origination,
      after which period each mortgage loan amortizes principal for its
      remaining term, the debt service used is the annualized amount of debt
      service that will be payable under the mortgage loan commencing after the
      amortization period begins; and provided, further, that for purposes of
      calculating the UW DSCR(x) provided in this offering prospectus with
      respect to 51 mortgage loans, representing approximately 46.7% of the
      initial mortgage pool balance, where periodic payments are interest-only
      up to the related maturity date, the debt service used is the product of
      (a) the principal balance of the subject mortgage loan as of the cut-off
      date and (b) the annual mortgage rate as adjusted for the interest accrual
      method. In the case of Park La Brea Apartments Trust Mortgage Loan, the
      "UW DSCR" was determined taking into consideration the aggregate
      annualized amount of debt service that will be payable under the Park La
      Brea Apartments Trust Mortgage Loan and the Park La Brea Apartments Pari
      Passu Non-Trust Loan.

            As indicated in the footnotes to the table in the section captioned
      "Summary of Offering Prospectus--The Mortgage Loans and the Mortgaged Real
      Properties--Additional Statistical Information", the debt service coverage
      ratio for certain mortgage loans may have been calculated by taking into
      account a holdback amount and/or a letter of credit or calculated by
      taking into account various assumptions regarding the financial
      performance of the related mortgaged real property on a "stabilized"
      basis. See Annex A-1 to this offering prospectus for more information
      regarding the debt service coverage ratios on the mortgage loans referred
      to in the foregoing sentence.

            (ii)    The "UW Net Cash Flow" or "UW NCF ($)" for a mortgaged real
      property is the "net cash flow" of such mortgaged real property as set
      forth in, or determined by the applicable mortgage loan seller on the
      basis of, mortgaged real property operating statements, generally
      unaudited, and certified rent rolls (as applicable) supplied by the
      related borrower in the case of multifamily, mixed use, retail,
      manufactured housing community, industrial, self storage and office
      properties (each, a "Rental Property"). In general, the mortgage loan
      sellers relied on either full-year operating statements, rolling 12-month
      operating statements and/or applicable year-to-date financial statements,
      if available, and on rent rolls for all Rental Properties that were
      current as of a date not earlier than six months prior to the respective
      date of origination in determining UW Net Cash Flow for the mortgaged real
      properties.

            In general, "net cash flow" is the revenue derived from the use and
      operation of a mortgaged real property less operating expenses (such as
      utilities, administrative expenses, repairs and maintenance, tenant
      improvement costs, leasing commissions, management fees and advertising),
      fixed expenses (such as insurance, real estate taxes and, if applicable,
      ground lease payments) and replacement reserves and an allowance for
      vacancies and credit losses. Net cash flow does not reflect interest
      expenses and non-cash items such as depreciation and amortization, and
      generally does not reflect capital expenditures.


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            In determining the "revenue" component of UW Net Cash Flow for each
      Rental Property, the applicable mortgage loan seller generally relied on
      the most recent rent roll supplied and, where the actual vacancy shown
      thereon and the market vacancy was less than 5.0%, assumed a 5.0% vacancy
      in determining revenue from rents, except that in the case of certain
      non-multifamily properties, space occupied by such anchor or single
      tenants or other large creditworthy tenants may have been disregarded in
      performing the vacancy adjustment due to the length of the related leases
      or creditworthiness of such tenants, in accordance with the respective
      mortgage loan seller's underwriting standards. Where the actual or market
      vacancy was not less than 5.0%, the applicable mortgage loan seller
      determined revenue from rents by generally relying on the most recent rent
      roll supplied and the greater of (a) actual historical vacancy at the
      related mortgaged real property, (b) historical vacancy at comparable
      properties in the same market as the related mortgaged real property, and
      (c) 5.0%. In determining rental revenue for multifamily, self storage and
      manufactured housing community properties, the mortgage loan sellers
      generally either reviewed rental revenue shown on the certified rolling
      12-month operating statements, the rolling three-month operating
      statements for multifamily properties or annualized the rental revenue and
      reimbursement of expenses shown on rent rolls or operating statements with
      respect to the prior one to twelve month periods. For the other Rental
      Properties, the mortgage loan sellers generally annualized rental revenue
      shown on the most recent certified rent roll (as applicable), after
      applying the vacancy factor, without further regard to the terms
      (including expiration dates) of the leases shown thereon.

            In determining the "expense" component of UW Net Cash Flow for each
      mortgaged real property, the mortgage loan sellers generally relied on
      rolling 12-month operating statements and/or full-year or year-to-date
      financial statements supplied by the related borrower, except that (a) if
      tax or insurance expense information more current than that reflected in
      the financial statements was available, the newer information was used,
      (b) property management fees were generally assumed to be 3.0% to 7.0% of
      effective gross revenue (except with respect to single tenant properties,
      where fees as low as 2.0% of effective gross receipts were assumed), (c)
      assumptions were made with respect to reserves for leasing commissions,
      tenant improvement expenses and capital expenditures and (d) expenses were
      assumed to include annual replacement reserves. In addition, in some
      instances, the mortgage loan sellers recharacterized as capital
      expenditures those items reported by borrowers as operating expenses (thus
      increasing "net cash flow") where the mortgage loan sellers determined
      appropriate.

            The borrowers' financial information used to determine UW Net Cash
      Flow was in most cases borrower certified, but unaudited, and neither we
      nor the mortgage loan sellers verified their accuracy.

            (iii)   References to "Cut-off Date LTV %" or "LTV Ratio" are
      references to the ratio, expressed as a percentage, of the cut-off date
      principal balance of a mortgage loan to the appraised value of the related
      mortgaged real property as shown on the most recent third-party appraisal
      thereof available to the mortgage loan sellers. In the case of the Park La
      Brea Apartments Trust Mortgage Loan, the Cut off Date LTV % is equal to
      the ratio, expressed as a percentage, of the cut off date principal
      balance of the Park La Brea Apartments Trust Mortgage Loan and the Park La
      Brea Apartments Pari Passu Non-Trust Loan to the appraised value of the
      related mortgaged real property.

            As indicated in the footnotes to the table in the section captioned
      "Summary of Offering Prospectus--The Mortgage Loans and the Mortgaged Real
      Properties--Additional Statistical Information", the loan-to-value ratio
      for certain mortgage loans may have been calculated by taking into account
      a holdback amount and/or a letter of credit or calculated by taking into
      account various assumptions regarding the financial performance of the
      related mortgaged real property on a "stabilized" basis. See Annex A-1 to
      this offering prospectus for more information regarding the loan to value
      ratios of the mortgage loans referred to in the preceding sentence.

            (iv)    References to "Maturity LTV %" or "Maturity Date LTV Ratio"
      are references to the ratio, expressed as a percentage, of the expected
      balance of a balloon loan on its scheduled maturity date to the appraised
      value of the related mortgaged real property as shown on the most recent
      third-party


                                       282



      appraisal thereof available to the mortgage loan sellers prior to the
      cut-off date. In the case of the Park La Brea Apartments Trust Mortgage
      Loan, the Maturity LTV % is equal to the ratio, expressed as a percentage,
      of the expected balance of the Park La Brea Apartments Trust Mortgage Loan
      and the Park La Brea Apartments Pari Passu Non-Trust Loan to the appraised
      value of the related mortgaged real property.

            (v)     References to "Original Balance per Unit ($)" and "Cut-off
      Date Balance per Unit ($)" are, for each mortgage loan secured by a lien
      on a multifamily property (including a manufactured housing community) or
      hospitality property, are references to the original principal balance and
      the cut-off date principal balance of such mortgage loan, respectively,
      divided by the number of dwelling units, pads, guest rooms or beds,
      respectively, that the related mortgaged real property comprises, and, for
      each mortgage loan secured by a lien on a retail, industrial/warehouse,
      self storage or office property, references to the cut-off date principal
      balance of such mortgage loan, respectively, divided by the net rentable
      square foot area of the related mortgaged real property. In the case of
      the Park La Brea Apartments Trust Mortgage Loan, the "Original Balance per
      Unit ($)" and "Cut-off Date Balance per Unit ($)" are references to the
      original principal balance and the cut off date balance of the Park La
      Brea Apartments Trust Mortgage Loan and the Park La Brea Apartments Pari
      Passu Non-Trust Loan, divided by the net rentable square footage of the
      related mortgaged real property.

            (vi)    References to "Year Built" are references to the year that a
      mortgaged real property was originally constructed or substantially
      renovated. With respect to any mortgaged real property which was
      constructed in phases, the "Year Built" refers to the year that the first
      phase was originally constructed.

            (vii)   References to "Admin. Fee %" for each mortgage loan
      represent the sum of (a) the master servicing fee rate (excluding the
      primary servicing fee rate) for such mortgage loan and (b) a specified
      percentage that may vary on a loan-by-loan basis, which percentage
      represents the trustee fee rate, the primary servicer fee rate and, in
      some cases, a correspondent fee rate. The administrative fee rate for each
      mortgage loan is set forth on Annex A-1 to this offering prospectus.

            (viii)  References to "Rem. Term" represent, with respect to each
      mortgage loan, the number of months and/or payments remaining from the
      cut-off date to the stated maturity date of such mortgage loan.

            (ix)    References to "Rem. Amort." represent, with respect to each
      mortgage loan, the number of months and/or payments remaining from the
      later of the cut-off date and the end of any interest-only period, if any,
      to the month in which such mortgage loan would fully or substantially
      amortize in accordance with such loan's amortization schedule without
      regard to any balloon payment, if any, due on such mortgage loan.

            (x)     References to "LO ()" represent, with respect to each
      mortgage loan, the period during which prepayments of principal are
      prohibited and no substitution of defeasance collateral is permitted. The
      number indicated in the parentheses indicates the number of monthly
      payment periods within such period (calculated for each mortgage loan from
      the date of its origination). References to "O ()" represent the period
      for which (a) no prepayment premium or yield maintenance charge is
      assessed and (b) defeasance is no longer required. References to "YM ()"
      represent the period for which a yield maintenance charge is assessed. The
      periods, if any, between consecutive due dates occurring prior to the
      maturity date of a mortgage loan during which the related borrower will
      have the right to prepay such mortgage loan without being required to pay
      a prepayment premium or a yield maintenance charge (each such period, an
      "Open Period") with respect to all of the mortgage loans have been
      calculated as those Open Periods occurring immediately prior to the
      maturity date of such mortgage loan as set forth in the related loan
      documents.


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            (xi)    References to "Def ()" represent, with respect to each
      mortgage loan, the period during which the related holder of the mortgage
      has the right to require the related borrower, in lieu of a principal
      prepayment, to pledge to such holder defeasance collateral.

            (xii)   References to "Occupancy %" are, with respect to any
      mortgaged real property, references as of the most recently available rent
      rolls to (a) in the case of multifamily properties and manufactured
      housing communities, the percentage of units rented, (b) in the case of
      office and retail properties, the percentage of the net rentable square
      footage rented, and (c) in the case of self storage facilities, either the
      percentage of the net rentable square footage rented or the percentage of
      units rented (depending on borrower reporting).

            (xiii)  References to "Upfront Capex Reserve ($)" are references to
      funded reserves escrowed for repairs, replacements and corrections of
      issues other than those outlined in the engineering reports. In certain
      cases, the funded reserves may also include reserves for ongoing repairs,
      replacements and corrections.

            (xiv)   References to "Upfront Engineering Reserve ($)" are
      references to funded reserves escrowed for repairs, replacements and
      corrections of issues outlined in the engineering reports.

            (xv)    References to "Monthly Capex Reserve ($)"are references to
      funded reserves escrowed for ongoing items such as repairs and
      replacements. In certain cases, however, the subject reserve will be
      subject to a maximum amount, and once such maximum amount is reached, such
      reserve will not thereafter be funded, except, in some such cases, to the
      extent it is drawn upon.

            (xvi)   References to "Upfront TI/LC Reserve ($)"are references to
      funded reserves escrowed for tenant improvement allowances and leasing
      commissions. In certain cases, however, the subject reserve will be
      subject to a maximum amount, and once such maximum amount is reached, such
      reserve will not thereafter be funded, except, in some such cases, to the
      extent it is drawn upon.

            (xvii)  References to "Monthly TI/LC Reserve ($)"are references to
      funded reserves, in addition to any escrows funded at loan closing for
      potential TI/LCs, that require funds to be escrowed during some or all of
      the loan term for TI/LC expenses, which may be incurred during the loan
      term. In certain instances, escrowed funds may be released to the borrower
      upon satisfaction of certain leasing conditions.


                                       284

                                    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            2    IXIS           Park La Brea Apartments                              6200 West Third Street
      2            1    MLML           Beacon Office Portfolio                              Various
     2.01          1    MLML           120 South Riverside                                  120 South Riverside Plaza
     2.02          1    MLML           10 South Riverside                                   10 South Riverside Plaza
                        CRF            YPI Transwestern Portfolio                           Various
      3            1    CRF            200 North LaSalle                                    200 North LaSalle Street
      4            1    CRF            Energy Square I & II                                 Various
     4.01          1    CRF            Energy Square II                                     4849 Greenville Avenue
     4.02          1    CRF            Energy Square I                                      4925 Greenville Avenue
      5            1    CRF            Bannockburn Corporate Center                         3000 Lakeside Drive
      6            1    CRF            6688 North Central                                   6688 North Central Expressway
      7            1    CRF            1600 Corporate Center                                1600 West Golf Road
      8            1    CRF            Kensington Corporate Center                          1660 Feehanville Road
      9            1    MLML           First Colony Mall                                    16535 Southwest Freeway
      10           1    MLML           Pinnacle Hills Promenade                             2203 Promenade Boulevard
      11           1    IXIS           Central Park Shopping Center                         1201 Central Park Boulevard
      12           1    MLML           Georgetown Renaissance Portfolio                     Various
    12.01          1    MLML           3345 M Street, NW                                    3345 M Street, NW
    12.02          1    MLML           Development Area 1                                   3314-3316, 3320, 3324-3326, 3328 M
                                                                                            Street; 3315 & 3323 Cady's Alley
    12.03          1    MLML           3307 M Street, NW                                    3307 M Street
    12.04          1    MLML           3077 M Street, NW                                    3077 M Street
    12.05          1    MLML           Development Area 2                                   3300, 3304 & 3306 M Street; 3301 & 3303
                                                                                            Cady's Alley
    12.06          1    MLML           3330 M Street                                        3330 M Street
    12.07          1    MLML           1237 Wisconsin Ave, NW                               1237 Wisconsin Avenue, NW
    12.08          1    MLML           3265-3269 M Street, NW                               3265-3269 M Street
    12.09          1    MLML           Development Area 3                                   3336-3340 M Street
    12.10          1    MLML           Development Area 5                                   3312, 3316 & 3320 Cady's Alley
    12.11          1    MLML           3235 M Street, NW                                    3235 & 3233 M Street
    12.12          1    MLML           3065 M Street, NW                                    3065 M Street
    12.13          1    MLML           3263 M Street, NW                                    3263 M Street
    12.14          1    MLML           Development Area 4                                   3334, 3336 & 3340 Cady's Alley
    12.15          1    MLML           3210 M Street, NW                                    3210 M Street
    12.16          1    MLML           326 King Street                                      326 King Street; 100 South Royal Street
    12.17          1    MLML           3067 M Street, NW                                    3067 M Street
    12.18          1    MLML           3033 M Street, NW                                    3033-3035 M Street
      13           1    MLML           Konover Hotel Portfolio                              Various
    13.01          1    MLML           Holiday Inn Express Kansas City                      1931 Prairie Crossing
    13.02          1    MLML           Holiday Inn Express Portage                          2323 Willowcreek Road
    13.03          1    MLML           Hampton Inn Kansas City                              1400 Village West Parkway
    13.04          1    MLML           Holiday Inn Express Fremont                          6245 North Old 27
    13.05          1    MLML           Holiday Inn Express Mishawaka                        420 West University Drive
    13.06          1    MLML           Holiday Inn Express & Suites Warsaw                  3825 Lake City Highway
    13.07          1    MLML           Holiday Inn Express Adrian                           1077 West US 223
    13.08          1    MLML           Carlton Lodge Adrian                                 1629 West Maumee Street
    13.09          1    MLML           Holiday Inn Express La Porte                         100 East Shore Court
    13.10          1    MLML           Holiday Inn Express Chelsea                          1540 Commerce Park Drive
    13.11          1    MLML           Hampton Inn Marshall                                 17256 Sam Hill Drive
    13.12          1    MLML           Holiday Inn Express Howe                             45 West 750 North
    13.13          1    MLML           Country Inn & Suites Mishawaka                       120 West University Drive
    13.14          1    MLML           Holiday Inn Express Marshall                         17252 Sam Hill Drive
    13.15          1    MLML           Super 8                                              1091 U.S Highway 223
      14           1    MLML           Anaheim Plaza                                        406-680 North Euclid Street
      15           1    MLML           Sahara Pavilion North                                Decatur Boulevard & Sahara Avenue
      16           1    MLML           The Parkdales                                        1600 & 1660 South Highway 100; 5354 &
                                                                                            5402 Parkdale Drive; 5100, 5353 & 5401
                                                                                            Gamble Drive
      17           1    MLML           White Oaks Mall                                      2501 West Wabash Avenue
      18           1    MLML           Northgate Mall                                       5000 Hixson Pike
      19           1    CRF            Long Beach Marketplace                               6401-6605 East Pacific Coast Highway
      20           1    MLML           Pavillions Place                                     16300 Beach Boulevard
      21           1    MLML           Olympia Place                                        1601-1697 Mount Diablo Boulevard
      22           1    CRF            Greeley Mall                                         2050 Greeley Mall Street
      23           1    MLML           Atrium - Marriott University Park                    880 East 2nd Street
      24           2    CRF            Mansions at Technology Park                          2 River Chase
      25           1    MLML           Federal Way Crossings                                SWC of SR 161 and South 348th Street
      26           1    MLML           University Square                                    5801-5985 University Avenue
      27           1    MLML           Masi Plaza                                           11787 - 11899 Foothill Boulevard
      28           1    MLML           Campus Lodge of Tampa                                15115 Livingston Avenue
      29           1    MLML           Larwin Square                                        520 E. 1st Street
      30           1    CRF            Elm Ridge Center                                     3530-3820 West Ridge Road
      31           1    PNC            Las Colinas Highlands                                6191 N. State Highway 161
      32           1    MLML           Pine Creek Shopping Center                           672-776 Freeman Lane
      33           1    MLML           Frontier Village                                     621 NE Highway 9
      34           1    MLML           Country Fair Shopping Center                         12013 Central Avenue
      35           1    CRF            Warwick Hotel Seattle                                401 Lenora Street
      36           2    MLML           Club at Desert Pines                                 3700 East Bonanza Road
      37           1    MLML           Rheem Valley Shopping Center                         345-375 Rheem Boulevard
      38           1    MLML           Doubletree Guest Suites Washington DC                801 New Hampshire Avenue, NW
      39           1    MLML           Brookhurst Center                                    915 South Brookhurst Street
      40           1    MLML           Castleton Commons                                    8310-8450 Castleton Corner Drive
      41           1    MLML           Residence Inn Tysons Corner Mall                     8400 Old Courthouse Road
      42           1    MLML           Homewood Suites San Antonio Riverwalk                432 West Market Street
      43           1    CRF            Colonial Office Park                                 100-800 & 2000 Interstate Park Center
      44           1    MLML           Lakewood Village                                     8900-9098 Brooks Road South
      45           1    PNC            Mammoth Airport Business Park                        6325-6375 South Pecos Road
      46           1    MLML           San Dimas Marketplace                                210 Frwy at Cienga Avenue
      47           2    PNC            The Manor Homes of Arbor Walk                        1318 SW Manor Lake Drive
      48           2    PNC            Colonial Village at Haverhill Apt Homes              12222 Vance Jackson Road
      49           1    MLML           Marina Village                                       5812 Edinger Avenue
      50           1    CRF            Courtyard by Marriott Tacoma                         1515 Commerce Street
      51           1    MLML           Carmax - Duarte                                      1131 Central Avenue
      52           1    MLML           Plaza 580 Shopping Center                            4500 Las Positas Boulevard
      53           1    CRF            Tarzana Office Properties                            Various
    53.01          1    CRF            Moss V-18425 Burbank Blvd                            18425 Burbank Boulevard
    53.02          1    CRF            Moss I-18455 Burbank Blvd                            18455 Burbank Boulevard
    53.03          1    CRF            Moss II-18401 Burbank Blvd                           18401 Burbank Boulevard
      54           1    MLML           Carmax - Florida                                     Various
    54.01          1    MLML           2550 Roosevelt Boulevard                             2550 Roosevelt Boulevard
    54.02          1    MLML           901 Towne Center Boulevard                           901 Towne Center Boulevard
      55           1    CRF            City Heights Retail Plaza                            4365, 4371, 4403, 4415, 4435 University
                                                                                            Avenue, 3807, 3879, 3895 Fairmount
                                                                                            Avenue, 4440 Wightman Street
      56           1    CRF            Sutton Station                                       5717-5850 Fayetteville Road
      57           1    MLML           Carmax - Dulles                                      45210 Towlern Place
      58           1    MLML           Highpoint Oaks II Portfolio                          Various
    58.01          1    MLML           Metroplex II                                         2304 Tarpley Road
    58.02          1    MLML           Highpoint II                                         2701 Highpoint Oaks Boulevard
      59           2    CRF            Sonoma Ridge Apartments                              2900 Saint Paul Drive
      60           1    CRF            3201 Pennsy Drive                                    3201 Pennsy Drive
      61           1    MLML           Brookvale Center                                     35550 Fremont Boulevard
      62           1    CRF            Hampton Inn South Street Seaport                     320 Pearl Street
      63           1    MLML           Washington Plaza                                     408-530 East Washington Boulevard
      64           1    CRF            1229 Maple                                           1229-1299 Maple Avenue
      65           1    MLML           Square One Shopping Center                           3555 NW Federal Highway
      66           1    MLML           Gateway Shopping Center                              13314 Bothell Everett Highway
      67           1    MLML           Pentagon Park                                        4510, 4815, 4901 & 4940 West 77th
                                                                                            Street;4900-4960 West Viking & 7701
                                                                                            Normandale Road; 7600 Parklawn Avenue
      68           1    MLML           La Verne Town Center                                 2462 Foothill Boulevard
      69           1    MLML           Perris Town Center                                   15-138 West Nuevo Road
      70           1    CRF            Poughkeepsie Center                                  2016-2024 South Road
      71           1    MLML           Fashion Faire Place                                  15100 Hesperian Boulevard
      72           1    MLML           Caughlin Ranch Shopping Center                       4788 Caughlin Parkway
      73           2    PNC            Merrywood Apartment Homes                            22400 Westheimer Parkway
      74           1    MLML           Cable Park Center                                    8801-8899 Greenback Lane
      75           1    CRF            Campus Realty Student Housing Portfolio              Various
    75.01          1    CRF            1316 Geddes Avenue                                   1316 Geddes Avenue
    75.02          1    CRF            1305-1309 S. University Avenue                       1305-1309 South University Avenue
    75.03          1    CRF            1113 Willard Street                                  1113 Willard Street
    75.04          1    CRF            1335 S. University Avenue                            1335 South University Avenue
    75.05          1    CRF            614 Monroe Street                                    614 Monroe Street
    75.06          1    CRF            1336 Geddes Avenue                                   1336 Geddes Avenue
    75.07          1    CRF            1610-18 Washtenaw Avenue                             1610-1612 &1616-1618 Washtenaw Avenue
    75.08          1    CRF            1327 Geddes Avenue                                   1327 Geddes Avenue
      76           1    MLML           Carmax - White Marsh, MD                             10201 Philadelphia Road
                        CRF            Choice - Northtowne MHP and Choice - Marysville MHP  Various
      77           2    CRF            Choice - Northtowne MHP                              6255 Telegraph Road
      78           2    CRF            Choice - Marysville MHP                              506 North Main Street
      79           1    CRF            Palmer Portfolio                                     Various
Loan Component     1    CRF            Palmer Portfolio - East Avenue Commons               101-129 East Avenue
Loan Component     1    CRF            Palmer Portfolio - The Alexandrian                   286-300 Alexander Street
Loan Component     1    CRF            Palmer Portfolio - Goodman Street                    247 North Goodman Street
      80           1    CRF            Barrett Woods Corporate Center                       13515-13545 Barrett Parkway Drive
      81           1    MLML           Charleston Festival                                  6310 West Charleston Boulevard
      82           1    MLML           Greentree Plaza Shopping Center                      305-505 Southeast Everett Mall Way
      83           1    CRF            McGregor Shopping Center                             3930-3940 Airport Boulevard
      84           1    CRF            Brighton Valley                                      Various
    84.01          1    CRF            Brighton Valley Independence Village                 7700 &7800 Nemco Way
    84.02          1    CRF            Brighton Day Care-Children's World                   7600 Nemco Way
      85           1    CRF            Campbell Industrial Park Warehouse                   91-315 Hanua Street
      86           1    MLML           Riverhead Shopping Center                            1087-1103 Old Country Road
      87           1    CRF            Martin's Plaza - Dunkirk                             3955 Vineyard Drive
      88           2    PNC            Wynhaven - Hollister Apartments                      7740 West Little York
      89           1    MLML           Sonic Automotive II                                  Various
    89.01          1    MLML           Momentum BMW                                         15865 Katy Freeway
    89.02          1    MLML           Clear Lake Nissan                                    2150 Gulf Freeway
      90           1    CRF            McKibbon-Residence Inn Charlotte                     6030 J.A. Jones Drive
      91           2    PNC            Franciscan at Bear Creek Apartments                  1600 Village Drive
      92           1    MLML           Signature Plaza                                      6440-6450 Sepulveda Boulevard
      93           1    CRF            Courtyard by Marriott - Danbury                      3 Eagle Road
      94           1    CRF            Flextronics                                          2241, 2243, and 2245 Lundy Avenue
      95           1    MLML           Bryant Ranch                                         23621 - 23741 La Palma Avenue
      96           2    MLML           Regents Walk                                         726 Raleigh Court
      97           1    MLML           Olympia West Center                                  1530 Black Lake Boulevard, SW
      98           1    MLML           San Gabriel Parkway Business Center                  3619-3735 San Gabriel River Parkway
      99           2    CRF            Victorian Quarters at Team Ranch                     8889 Cook Ranch Road
     100           1    CRF            Residence Inn - DIA                                  16470 East 40th Circle
     101           1    MLML           Lakewood Shopping Center                             8774-8928 Lakewood Drive
     102           2    MLML           Presidio Square                                      5401 West Presidio Lane
     103           1    CRF            Prospect Square                                      1025 Prospect Street
     104           1    CRF            Kintetsu Mall                                        1737 Post Street
     105           1    CRF            Goffstown Plaza                                      553 Mast Road
     106           2    CRF            Lythgoe MFH Portfolio                                Various
    106.01         2    CRF            80th Avenue                                          2001-2171 West 80th Avenue
    106.02         2    CRF            Strawberry                                           2100-2110 Strawberry Road
    106.03         2    CRF            Woburn                                               7321-7327 Woburn Circle
    106.04         2    CRF            64th Avenue                                          2625-2651 East 64th Avenue
    106.05         2    CRF            Lunar                                                3855 Lunar Drive
    106.06         2    CRF            Bearfoot                                             7100 Bearfoot Drive
     107           1    CRF            Courtyard by Marriott - Lincoln                      636 George Washington Highway
     108           1    CRF            Main Street Plaza                                    3110 Main Street
     109           1    CRF            McKibbon-Homewood Suites Knoxville                   10935 Turkey Drive
     110           1    CRF            Westlake Village Inn                                 31943 Agoura Road
     111           1    CRF            Gottschalks Capitola                                 1825 41st Avenue
                        MLML           Cardenas Markets                                     Various
     112           1    MLML           Cardenas Markets - Indio                             45800 Rubidoux Street
     113           1    MLML           Cardenas Markets - Perris                            2560 North Perris Boulevard
     114           1    MLML           Sycamore Plaza                                       1021-1131 North State College Boulevard
     115           1    MLML           Dell Range King Soopers                              3610, 3702, and 3806 Dell Range
                                                                                            Boulevard
     116           1    MLML           93-20 Roosevelt Avenue                               93-20 Roosevelt Avenue
     117           1    MLML           125 Uptown                                           222 - 228 W 125th Street
     118           1    MLML           Sheraton Hotel - Ontario Airport                     429 North Vineyard Avenue
     119           1    CRF            Walk at John's Creek                                 11030 & 11035 Bell Road
     120           1    CRF            Paradise Valley Medical Plaza                        5410 North Scottsdale Road
     121           1    MLML           Carmax - Laurel, MD                                  8801 Freestate Drive
     122           1    MLML           High Plains Surgery                                  3611 21st Street
     123           1    CRF            Carlsbad Village Self Storage                        3235 Tyler Street
     124           1    CRF            Hampton Inn - Ellenton, FL                           5810 20th Court East
     125           1    CRF            Martin's Plaza  Derby                                6914 North Erie Road
     126           1    MLML           Victorville Shopping Center                          12400 Amargosa Road
     127           1    PNC            Quakerbridge Self Storage                            3540 Mercerville Quakerbridge Road
     128           2    CRF            Victoria Park Apartments                             8600 South Course
     129           1    CRF            Bloomington Center                                   7940 Penn Avenue South
     130           1    CRF            The Meadows MHP                                      3541 Calle Principal
     131           2    MLML           The Pointe at St. Joseph's                           307 East LaSalle Avenue
     132           1    CRF            Rivergate Plaza & Oak Ridge Plaza                    Various
    132.01         1    CRF            Oak Ridge Plaza                                      2380 West Oak Ridge Road
    132.02         1    CRF            Rivergate Plaza                                      160 South Nova Road
     133           1    MLML           Riverside Commerce Center                            120 Corporate Boulevard
     134           1    CRF            Hampton Inn - Windsor                                2168 Poquonock Avenue
     135           1    MLML           701 East Lake Street                                 701 East Lake Street
     136           1    MLML           Northridge Plaza                                     4802-4894 San Juan Avenue
     137           2    MLML           LaSalle Apartments                                   36 South 9th Street
     138           1    CRF            Flagship Office Building                             2 West Baltimore Avenue
     139           1    PNC            Met Center Business Park                             7901 East Riverside Drive
     140           1    CRF            Plaza El Toro                                        23330-23384, 23404 El Toro Road and
                                                                                            24842-24882 Muirlands Boulevard
     141           1    CRF            Springhill Suites by Marriott                        6325 North Cloverdale Road
     142           2    MLML           3515 Arlene Drive                                    3515 Arlene Drive
     143           1    MLML           Holiday Inn - Santa Anna                             2726 South Grand Avenue
     144           2    PNC            Heritage Park Apartments - Azusa                     850 South Vincent Avenue
     145           1    CRF            Wright Line HQ                                       160 Gold Star Boulevard
     146           2    PNC            Georgetown Apartments & The Willows Apartments       7110 Van Dorn Street, 1800 Know Street
    146.01         2    PNC            The Willows Apartments                               1800 Know Street
    146.02         2    PNC            Georgetown Apartments                                7110 Van Dorn Street
     147           1    CRF            318-332 Santa Monica Boulevard                       318-332 Santa Monica Boulevard
     148           1    MLML           Reef Building                                        9650-9660 Chesapeake Drive
     149           1    CRF            Anchor Square Shopping Center                        6500 Eastern Avenue
     150           1    CRF            Kabuki Theatre                                       1881 Post Street
     151           1    CRF            AA U-Stor-M                                          1675 West 11th Street
     152           2    PNC            Twin Creek Village Apartments                        1300 Creekside Drive
     153           1    MLML           Superior Super Warehouse - Chino                     12375 Central Avenue
     154           1    MLML           College Park Plaza                                   3131 SW College Road
     155           1    CRF            Moorpark Plaza                                       510-540 New Los Angeles Avenue
     156           2    CRF            Foothill Courtyard Apartments                        1360 Foothill Drive
     157           1    MLML           Glenwood Village Square                              1153 North 5th Street
     158           1    MLML           Regency Point Shopping Center                        1025-69 East 9th Street
     159           1    CRF            Westgate Plaza - Riverside, CA                       3724-3758 La Sierra & 11130-11170
                                                                                            Magnolia Avenues
     160           1    CRF            Medplex I and II                                     Various
    160.01         1    CRF            Medplex I                                            4515 Southlake Parkway
    160.02         1    CRF            Medplex II                                           4517 Southlake Parkway
     161           1    CRF            Garden Ridge Kennesaw                                2875 George Busbee Parkway
     162           1    CRF            Garden Ridge Norcross                                1887 Willow Trail Parkway
     163           1    CRF            Washington Shoe Mfg Co. Building                     159 South Jackson Street
     164           1    MLML           East Burnside Plaza                                  5544 E. Burnside
     165           1    CRF            22741 Pacific Coast Highway                          22741 Pacific Coast Highway
     166           1    CRF            761 Corporate Center Drive                           761 Corporate Center Drive
     167           1    PNC            New York Graphic Society Building                    129 Glover Avenue
     168           2    CRF            Willow Ridge Apartments                              500 Old Farm Lane
     169           2    PNC            Creekwood Apartments - Houston                       11911 Northwest Freeway
     170           2    CRF            Canyon Walk Apartments                               1502 West Glendale Avenue
     171           1    CRF            WWG - Glendale                                       6310 West Union Hills Drive
     172           1    CRF            Gold Coast Real Estate                               11250 Northwest 20 Street
     173           1    CRF            Fitzgerald Parking Lots                              3694 Washington Street/15 Morton Street;
                                                                                            588 Commercial Street; 97 Revere Beach
                                                                                            Parkway
     174           1    MLML           Corley Portfolio                                     Various
    174.01         1    MLML           Retail Center                                        6060 Windmill Lane
    174.02         1    MLML           Office Park                                          3085 & 3075 Russell Road
     175           1    CRF            Whisper Lakes                                        2100-2180 Whisper Lakes Boulevard
     176           1    CRF            433 Lincoln Road                                     433-445 Lincoln Road
     177           2    PNC            River Oaks Apartments - Arlington                    711 Brentford Place
     178           1    MLML           Fort Apache                                          3375 South Fort Apache Road
     179           1    CRF            Paseo Plaza                                          1805 East Ruben Torres Boulevard
     180           1    CRF            Carmel Office Court                                  301 East Carmel Court
     181           1    CRF            Rock Oak Estates MHC                                 10065 Main Street
     182           1    CRF            Hillcrest Garden Center                              2800-2824 Camino Dos Rios
     183           2    CRF            Town Square                                          930 School Street
     184           1    CRF            Medical Arts Building                                277 Alexander Street
     185           2    MLML           Doux Chene                                           2101 Harvey Mitchell Parkway South
     186           1    CRF            The Hotel                                            801 Collins Avenue
     187           2    CRF            Warehouse Apartments                                 405 Cross Street
     188           1    MLML           1253-1257 Los Angeles Street                         1251 - 1257 South Los Angeles Street
     189           2    CRF            Courtyard at Exchange Alley                          1323 East Main Street
     190           1    MLML           Hampton Inn - Pell City                              220 Vaughan Lane
     191           1    MLML           Etowah Crossing Shopping Center                      954 Gilbert Ferry Road
     192           1    MLML           Flamingo Plaza                                       5900, 5920 and 5940 West Flamingo Road
     193           1    CRF            Old Barn Self Storage                                175 Springhill Drive
     194           1    MLML           Pioneers Medical Arts Buildings                      751 West Legion Road
     195           1    CRF            Midland Clarion                                      4300 West Wall Street
     196           1    CRF            Miyako Mall                                          22 Peace Plaza
     197           1    CRF            WWG - Los Angeles                                    2525, 2529, 2531 Sawtelle Boulevard
     198           1    MLML           Burgard Industrial Park                              12005 North Burgard Way
     199           1    MLML           Chapel Ridge - Retail                                10280 Maysville Road
     200           1    MLML           Milford Center                                       575-591 North Dual Highway
     201           2    CRF            Ticon-Taylor's Pond Apartments                       401 Archdale Drive
     202           1    CRF            Westsound Plaza                                      9960 Silverdale Way
     203           2    CRF            Wood Ridge Apartments                                1900 Burton Drive
     204           1    MLML           Huntington Square                                    1450 East Chicago Avenue
     205           1    MLML           Highland Village Plaza - Phase II                    7195-7199 Boulder Avenue
     206           1    MLML           Superior Super Warehouse - Corona                    1130 West 6th Street
     207           1    MLML           Linkside Center                                      52 West Birdie Lane
     208           1    CRF            Torrington Self Storage                              260 Technology Park Drive
     209           1    CRF            Laguna Village Plaza                                 9168-9174 Franklin Boulevard
     210           1    CRF            Comfort Inn - Tempe, AZ                              1031 East Apache Boulevard
     211           1    MLML           Village at Valleydale                                5291 Valleydale Road
     212           1    CRF            Civic Center Plaza Norwalk                           12231-12375 Imperial Highway
     213           2    CRF            Casa Claire                                          1125 Hillcrest Street
     214           1    CRF            312 E 1st Street                                     312 East 1st Street
     215           1    CRF            Santa Monica Place                                   2461 Santa Monica Boulevard
     216           2    CRF            Wynwood Apartments                                   1267 A Nelson Street
     217           1    CRF            Storage Master                                       1435 Sebastopol Road
     218           1    MLML           Yuba City Self Storage                               1268 Stewart Road
     219           1    PNC            New Market Square                                    2413,2357,2347 North Maize Road
     220           1    PNC            Skycam Building                                      1500 Southwest Expressway Drive
     221           1    MLML           Executive Business Center at the District            801 East Fern Avenue
     222           1    CRF            Teems Retail Portfolio                               Various
    222.01         1    CRF            Jenkinsburg Junction                                 2093 North Highway 42
    222.02         1    CRF            Spivey Crossing Center                               3530 Walt Stephens Road
    222.03         1    CRF            Chambers Plaza                                       2260 Jonesboro Road
    222.04         1    CRF            Jackson Square                                       200 Mulberry Street
    222.05         1    CRF            Flippen Junction                                     4462 Walt Stephens Road
     223           2    CRF            Pebble Creek Apts                                    1454 Hussman Avenue
     224           1    CRF            Vegas Mountain Shopping Center                       2506 Seventh Street
     225           1    CRF            AA Climate Control II                                6701 Gulfway Drive
                        CRF            Rib Mountain Shopping Center & Post Whiting Center   Various
     226           1    CRF            Rib Mountain Shopping Center                         4500 Rib Mountain Drive
     227           1    CRF            Post Whiting Center                                  2417 Post Road
     228           1    PNC            Commonwealth Commons                                 2881 East Oakland Park Boulevard
     229           1    MLML           Wells Fargo - Houston                                2613 Austin Street
     230           1    CRF            Horizon Center                                       13497 Research Boulevard
     231           1    CRF            Oak Plaza                                            3005 South 83rd Plaza
     232           1    CRF            Pines Road Marketplace                               6730 Pines Road
     233           2    CRF            Timbers Apartments                                   1224 North Albert Pike Avenue
     234           1    MLML           Walmart Shops at Panola                              5445 Fairington Road
     235           1    CRF            Big Spring Marketplace                               111 East Marcy Street
     236           1    CRF            Storage One at Regena                                6275 North Tenaya Way
     237           1    CRF            Woodbury Courts                                      124-128 South River Road
     238           1    MLML           Advanced Stor Edge                                   2271 Woodbridge Avenue
     239           2    CRF            The Village Apartments                               3600 Kinkead Avenue
     240           2    CRF            Arrowhead MHP                                        4175 West 4th Street
     241           2    CRF            Laurel Canyon Apartments                             6901 Laurel Canyon Boulevard
     242           1    CRF            Green Turtle Plaza                                   2532-2562-2592 West Indiantown Road
     243           1    CRF            Boulevard Plaza                                      696 East Altamonte Boulevard
     244           2    MLML           Beech Kearny Apartments                              91 Beech Street
     245           1    CRF            StorageHouse Self Storage                            401 North Scribner Street and 131 East
                                                                                            Hudgins Street
     246           1    PNC            College Hill Square                                  410 N. Hillside
     247           1    CRF            Wavell Showcase & Furniture                          10821 & 10831 Bloomfield Street
     248           1    CRF            Hobart Plaza                                         5301 Sunset Boulevard
     249           1    CRF            Spectrum Health Grand Rapids                         3350 Broadmoor Avenue Southeast
     250           2    CRF            Holiday Acres                                        2701 Leary Lane
     251           1    MLML           AGA Medical                                          1340 Upper Hembree Road
     252           1    CRF            Mays Crossing                                        300 Mays Crossing Drive
     253           1    CRF            Available Self Storage                               37200 Post Street
     254           1    CRF            222 Camp Wisdom Village                              222 West Camp Wisdom Road
     255           2    CRF            Longfellow Apartments                                1215 Longfellow
     256           2    CRF            Vineyards on Garland Apartments                      2000 North Garland Avenue
     257           1    CRF            Centerpointe Plaza                                   2668 South 31st Street
     258           1    CRF            Golden West Plaza                                    9704-9744 Lower Azusa Road
     259           2    PNC            Stone Ridge Apartments                               1020 West 37th Street
     260           1    CRF            Shops at Waterloo                                    6130-6160 Gender Road
     261           2    CRF            Jefferson Manor Townhomes                            1-37 Jefferson Court
     262           1    CRF            Oakbrooke Centre                                     337 Oakbrooke Drive
     263           1    CRF            Memorial Drive Retail Center                         4065 Memorial Drive
     264           1    PNC            Sabino Plaza                                         604 North Guadalupe Street
     265           1    CRF            3826 South New Hope Road                             3826 South New Hope Road
     266           1    PNC            Meridian Meadows Center                              3001-3030 Meridian Meadows Road
     267           1    CRF            Iron Mountain                                        1699 Hobbs Road
     268           1    CRF            Cypress Center                                       229 North Del Prado Boulevard
     269           1    CRF            Louetta Shopping Center                              3930 Louetta Road
     270           1    CRF            Callaghan Corners                                    8002 Callaghan Road
     271           1    CRF            Shops of South Cobb                                  4585 South Cobb Drive
     272           1    CRF            Taylor Plaza-Montgomery                              7711 Averiett Drive
     273           2    CRF            Collindale Apartments                                5223 Collindale Road
     274           1    CRF            Fed-Ex Kinkos                                        5895 Christie Avenue
     275           1    CRF            Southwest Mini Storage                               5811 49th Street
     276           2    CRF            Fairways Apartments                                  1237 38th Street South
     277           1    CRF            Lewis Lockup                                         6350 South Lewis Avenue East


                                                                                                     NUMBER OF        PROPERTY
    LOAN #                    CITY                STATE        ZIP CODE              COUNTY         PROPERTIES          TYPE
--------------  ------------------------------  -------  -------------------  --------------------  ----------  --------------------

      1         Los Angeles                        CA           90036         Los Angeles                1      Multifamily
      2         Chicago                            IL           60606         Cook                       2      Office
     2.01       Chicago                            IL           60606         Cook                       1      Office
     2.02       Chicago                            IL           60606         Cook                       1      Office
                Various                         Various        Various        Various                    7      Office
      3         Chicago                            IL           60601         Cook                       1      Office
      4         Dallas                             TX           75206         Dallas                     2      Office
     4.01       Dallas                             TX           75206         Dallas                     1      Office
     4.02       Dallas                             TX           75206         Dallas                     1      Office
      5         Bannockburn                        IL           60015         Lake                       1      Office
      6         Dallas                             TX           75206         Dallas                     1      Office
      7         Rolling Meadows                    IL           60008         Cook                       1      Office
      8         Mount Prospect                     IL           60056         Cook                       1      Office
      9         Sugar Land                         TX           77479         Fort Bend                  1      Retail
      10        Rogers                             AR           72758         Benton                     1      Retail
      11        Fredericksburg                     VA           22401         Spotsylvania               1      Retail
      12        Various                         Various        Various        Various                   18      Various
    12.01       Washington                         DC           20007         District of Columbia       1      Mixed Use
    12.02       Washington                         DC           20007         District of Columbia       1      Retail
    12.03       Washington                         DC           20007         District of Columbia       1      Retail
    12.04       Washington                         DC           20007         District of Columbia       1      Retail
    12.05       Washington                         DC           20007         District of Columbia       1      Mixed Use
    12.06       Washington                         DC           20007         District of Columbia       1      Retail
    12.07       Washington                         DC           20007         District of Columbia       1      Retail
    12.08       Washington                         DC           20007         District of Columbia       1      Retail
    12.09       Washington                         DC           20007         District of Columbia       1      Retail
    12.10       Washington                         DC           20007         District of Columbia       1      Retail
    12.11       Washington                         DC           20007         District of Columbia       1      Mixed Use
    12.12       Washington                         DC           20007         District of Columbia       1      Retail
    12.13       Washington                         DC           20007         District of Columbia       1      Retail
    12.14       Washington                         DC           20007         District of Columbia       1      Mixed Use
    12.15       Washington                         DC           20007         District of Columbia       1      Retail
    12.16       Alexandria                         VA           22314         Alexandria City            1      Retail
    12.17       Washington                         DC           20007         District of Columbia       1      Retail
    12.18       Washington                         DC           20007         District of Columbia       1      Retail
      13        Various                         Various        Various        Various                   15      Hospitality
    13.01       Kansas City                        KS           66111         Wyandotte                  1      Hospitality
    13.02       Portage                            IN           46368         Porter                     1      Hospitality
    13.03       Kansas City                        KS           66111         Wyandotte                  1      Hospitality
    13.04       Fremont                            IN           46737         Steuben                    1      Hospitality
    13.05       Mishawaka                          IN           46545         St Joseph                  1      Hospitality
    13.06       Warsaw                             IN           46580         Kosciusko                  1      Hospitality
    13.07       Adrian                             MI           49221         Lenawee                    1      Hospitality
    13.08       Adrian                             MI           49221         Lenawee                    1      Hospitality
    13.09       La Porte                           IN           46350         La Porte                   1      Hospitality
    13.10       Chelsea                            MI           48118         Washtenaw                  1      Hospitality
    13.11       Marshall                           MI           49068         Calhoun                    1      Hospitality
    13.12       Howe                               IN           46746         Lagrange                   1      Hospitality
    13.13       Mishawaka                          IN           46545         St Joseph                  1      Hospitality
    13.14       Marshall                           MI           49068         Calhoun                    1      Hospitality
    13.15       Adrian                             MI           49221         Lenawee                    1      Hospitality
      14        Anaheim                            CA           92801         Orange                     1      Retail
      15        Las Vegas                          NV           89102         Clark                      1      Retail
      16        St. Louis Park                     MN           55416         Hennepin                   1      Office
      17        Springfield                        IL           62704         Sangamon                   1      Retail
      18        Chattanooga                        TN           37415         Hamilton                   1      Retail
      19        Long Beach                         CA           90803         Los Angeles                1      Retail
      20        Huntington Beach                   CA           92683         Orange                     1      Retail
      21        Walnut Creek                       CA           94596         Contra Costa               1      Retail
      22        Greeley                            CO           80631         Weld                       1      Retail
      23        Tucson                             AZ           85719         Pima                       1      Hospitality
      24        North Greenbush                    NY           12144         Rensselaer                 1      Multifamily
      25        Federal Way                        WA           98003         King                       1      Retail
      26        San Diego                          CA           92115         San Diego                  1      Retail
      27        Rancho Cucamonga                   CA           91730         San Bernardino             1      Retail
      28        Lutz                               FL           33549         Hillsborough               1      Multifamily
      29        Tustin                             CA           92780         Orange                     1      Retail
      30        Greece                             NY           14626         Monroe                     1      Retail
      31        Irving                             TX           75038         Dallas                     1      Office
      32        Grass Valley                       CA           95949         Nevada                     1      Retail
      33        Lake Stevens                       WA           98258         Snohomish                  1      Retail
      34        Chino                              CA           91710         San Bernardino             1      Retail
      35        Seattle                            WA           98121         King                       1      Hospitality
      36        Las Vegas                          NV           89110         Clark                      1      Multifamily
      37        Moraga                             CA           94556         Contra Costa               1      Retail
      38        Washington                         DC           20037         District of Columbia       1      Hospitality
      39        Anaheim                            CA           92804         Orange                     1      Retail
      40        Indianapolis                       IN           46250         Marion                     1      Retail
      41        Vienna                             VA           22182         Fairfax                    1      Hospitality
      42        San Antonio                        TX           78205         Bexar                      1      Hospitality
      43        Montgomery                         AL           36109         Montgomery                 1      Office
      44        Windsor                            CA           95492         Sonoma                     1      Retail
      45        Las Vegas                          NV           89120         Clark                      1      Office
      46        San Dimas                          CA           91773         Los Angeles                1      Retail
      47        Lee's Summit                       MO           64082         Jackson                    1      Multifamily
      48        San Antonio                        TX           78230         Bexar                      1      Multifamily
      49        Huntington Beach                   CA           92649         Orange                     1      Retail
      50        Tacoma                             WA           98402         Pierce                     1      Hospitality
      51        Duarte                             CA           91010         Los Angeles                1      Retail
      52        Livermore                          CA           94551         Alameda                    1      Retail
      53        Tarzana                            CA           91356         Los Angeles                3      Office
    53.01       Tarzana                            CA           91356         Los Angeles                1      Office
    53.02       Tarzana                            CA           91356         Los Angeles                1      Office
    53.03       Tarzana                            CA           91356         Los Angeles                1      Office
      54        Various                            FL          Various        Various                    2      Retail
    54.01       Clearwater                         FL           33760         Pinellas                   1      Retail
    54.02       Sanford                            FL           32771         Seminole                   1      Retail
      55        San Diego                          CA           92105         San Diego                  1      Retail
      56        Durham                             NC           27713         Durham                     1      Mixed Use
      57        Sterling                           VA           20166         Loudoun                    1      Retail
      58        Various                            TX          Various        Various                    2      Mixed Use
    58.01       Carrollton                         TX           75006         Dallas                     1      Mixed Use
    58.02       Lewisville                         TX           75067         Denton                     1      Mixed Use
      59        Santa Rosa                         CA           95405         Sonoma                     1      Multifamily
      60        Landover                           MD           20785         Prince George's            1      Industrial
      61        Fremont                            CA           94536         Alameda                    1      Retail
      62        New York                           NY           10038         New York                   1      Hospitality
      63        Los Angeles                        CA           90015         Los Angeles                1      Retail
      64        Los Angeles                        CA           90015         Los Angeles                1      Retail
      65        Jensen Beach                       FL           34957         Martin                     1      Retail
      66        Mill Creek                         WA           98012         Snohomish                  1      Retail
      67        Edina                              MN           55435         Hennepin                   1      Office
      68        La Verne                           CA           91750         Los Angeles                1      Retail
      69        Perris                             CA           92571         Riverside                  1      Retail
      70        Poughkeepsie                       NY           12601         Dutchess                   1      Retail
      71        San Leandro                        CA           94578         Alameda                    1      Retail
      72        Reno                               NV           89519         Washoe                     1      Retail
      73        Katy                               TX           77450         Fort Bend                  1      Multifamily
      74        Orangevale                         CA           95662         Sacramento                 1      Retail
      75        Ann Arbor                          MI           48104         Washtenaw                  8      Various
    75.01       Ann Arbor                          MI           48104         Washtenaw                  1      Multifamily
    75.02       Ann Arbor                          MI           48104         Washtenaw                  1      Multifamily
    75.03       Ann Arbor                          MI           48104         Washtenaw                  1      Multifamily
    75.04       Ann Arbor                          MI           48104         Washtenaw                  1      Multifamily
    75.05       Ann Arbor                          MI           48104         Washtenaw                  1      Multifamily
    75.06       Ann Arbor                          MI           48104         Washtenaw                  1      Multifamily
    75.07       Ann Arbor                          MI           48104         Washtenaw                  1      Multifamily
    75.08       Ann Arbor                          MI           48104         Washtenaw                  1      Office
      76        White Marsh                        MD           21162         Baltimore                  1      Retail
                Various                         Various        Various        Various                    2      Manufactured Housing
      77        Erie                               MI           48133         Monroe                     1      Manufactured Housing
      78        Marysville                         OH           43040         Union                      1      Manufactured Housing
      79        Rochester                          NY          Various        Monroe                     3      Various
Loan Component  Rochester                          NY           14604         Monroe                     1      Multifamily
Loan Component  Rochester                          NY           14607         Monroe                     1      Multifamily
Loan Component  Rochester                          NY           14607         Monroe                     1      Office
      80        Ballwin                            MO           63021         Saint Louis                1      Office
      81        Las Vegas                          NV           89146         Clark                      1      Retail
      82        Everett                            WA           98208         Snohomish                  1      Retail
      83        Mobile                             AL           36608         Mobile                     1      Retail
      84        Brighton                           MI           48116         Livingston                 2      Various
    84.01       Brighton                           MI           48116         Livingston                 1      Multifamily
    84.02       Brighton                           MI           48116         Livingston                 1      Other
      85        Kapolei                            HI           96707         Honolulu                   1      Industrial
      86        Riverhead                          NY           11901         Suffolk                    1      Retail
      87        Dunkirk                            NY           14048         Chautauqua                 1      Retail
      88        Houston                            TX           77040         Harris                     1      Multifamily
      89        Various                            TX          Various        Various                    2      Retail
    89.01       Houston                            TX           77094         Harris                     1      Retail
    89.02       League City                        TX           77573         Galveston                  1      Retail
      90        Charlotte                          NC           28287         Mecklenburg                1      Hospitality
      91        Euless                             TX           76039         Tarrant                    1      Multifamily
      92        Van Nuys                           CA           91411         Los Angeles                1      Retail
      93        Danbury                            CT           06810         Fairfield                  1      Hospitality
      94        San Jose                           CA           95131         Santa Clara                1      Industrial
      95        Yorba Linda                        CA           92887         Orange                     1      Retail
      96        Homewood                           AL           35209         Jefferson                  1      Multifamily
      97        Olympia                            WA           98502         Thurston                   1      Retail
      98        Pico Rivera                        CA           90660         Los Angeles                1      Industrial
      99        Benbrook                           TX           76126         Tarrant                    1      Multifamily
     100        Aurora                             CO           80011         Adams                      1      Hospitality
     101        Windsor                            CA           95492         Sonoma                     1      Retail
     102        Milwaukee                          WI           53223         Milwaukee                  1      Multifamily
     103        San Diego                          CA           92037         San Diego                  1      Mixed Use
     104        San Francisco                      CA           94115         San Francisco              1      Retail
     105        Goffstown                          NH           03045         Hillsborough               1      Retail
     106        Anchorage                          AK          Various        Anchorage                  6      Multifamily
    106.01      Anchorage                          AK           99502         Anchorage                  1      Multifamily
    106.02      Anchorage                          AK           99502         Anchorage                  1      Multifamily
    106.03      Anchorage                          AK           99502         Anchorage                  1      Multifamily
    106.04      Anchorage                          AK           99507         Anchorage                  1      Multifamily
    106.05      Anchorage                          AK           99504         Anchorage                  1      Multifamily
    106.06      Anchorage                          AK           99502         Anchorage                  1      Multifamily
     107        Lincoln                            RI           02865         Providence                 1      Hospitality
     108        Santa Monica                       CA           90405         Los Angeles                1      Mixed Use
     109        Knoxville                          TN           37922         Knox                       1      Hospitality
     110        Westlake Village                   CA           91361         Los Angeles                1      Hospitality
     111        Capitola                           CA           95010         Santa Cruz                 1      Retail
                Various                            CA          Various        Riverside                  2      Retail
     112        Indio                              CA           92201         Riverside                  1      Retail
     113        Perris                             CA           92571         Riverside                  1      Retail
     114        Anaheim                            CA           92806         Orange                     1      Retail
     115        Cheyenne                           WY           82009         Laramie                    1      Retail
     116        Jackson Heights                    NY           11372         Queens                     1      Mixed Use
     117        New York                           NY           10027         New York                   1      Mixed Use
     118        Ontario                            CA           91764         San Bernardino             1      Hospitality
     119        Duluth                             GA           30097         Fulton                     1      Retail
     120        Paradise Valley                    AZ           85253         Maricopa                   1      Office
     121        Laurel                             MD           20723         Howard                     1      Retail
     122        Lubbock                            TX           79410         Lubbock                    1      Office
     123        Carlsbad                           CA           92008         San Diego                  1      Self Storage
     124        Ellenton                           FL           34222         Manatee                    1      Hospitality
     125        Evans                              NY           14047         Erie                       1      Retail
     126        Victorville                        CA           92392         San Bernardino             1      Retail
     127        Hamilton                           NJ           08619         Mercer                     1      Self Storage
     128        Houston                            TX           77099         Harris                     1      Multifamily
     129        Bloomington                        MN           55431         Hennepin                   1      Retail
     130        Chico                              CA           95973         Butte                      1      Manufactured Housing
     131        South Bend                         IN           46617         St. Joseph                 1      Multifamily
     132        Various                            FL          Various        Various                    2      Retail
    132.01      Orlando                            FL           32819         Orange                     1      Retail
    132.02      Daytona Beach                      FL           32174         Volusia                    1      Retail
     133        Norfolk                            VA           23502         Norfolk City               1      Office
     134        Windsor                            CT           06095         Hartford                   1      Hospitality
     135        Wayzata                            MN           55391         Hennepin                   1      Mixed Use
     136        Fair Oaks                          CA           95628         Sacramento                 1      Retail
     137        Minneapolis                        MN           55402         Hennepin                   1      Multifamily
     138        Media                              PA           19063         Delaware                   1      Office
     139        Austin                             TX           78744         Travis                     1      Office
     140        Lake Forest                        CA           92630         Orange                     1      Retail
     141        Boise                              ID           83713         Ada                        1      Hospitality
     142        Branson                            MO           65616         Taney                      1      Multifamily
     143        Santa Ana                          CA           92705         Orange                     1      Hospitality
     144        Azusa                              CA           91702         Los Angeles                1      Multifamily
     145        Worcester                          MA           01606         Worcester                  1      Industrial
     146        Lincoln                            NE          Various        Lancaster                  2      Multifamily
    146.01      Lincoln                            NE           68521         Lancaster                  1      Multifamily
    146.02      Lincoln                            NE           68506         Lancaster                  1      Multifamily
     147        Santa Monica                       CA           90401         Los Angeles                1      Retail
     148        San Diego                          CA           92123         San Diego                  1      Industrial
     149        Baltimore                          MD           21224         Baltimore City             1      Retail
     150        San Francisco                      CA           94115         San Francisco              1      Retail
     151        Upland                             CA           91786         San Bernardino             1      Self Storage
     152        Norman                             OK           73071         Cleveland                  1      Multifamily
     153        Chino                              CA           91710         San Bernardino             1      Retail
     154        Ocala                              FL           34474         Marion                     1      Retail
     155        Moorpark                           CA           93021         Ventura                    1      Mixed Use
     156        Vista                              CA           92084         San Diego                  1      Multifamily
     157        Perkasie                           PA           18944         Bucks                      1      Retail
     158        Lockport                           IL           60441         Will                       1      Retail
     159        Riverside                          CA           92505         Riverside                  1      Retail
     160        Hoover                             AL           35244         Shelby                     2      Office
    160.01      Hoover                             AL           35244         Shelby                     1      Office
    160.02      Hoover                             AL           35244         Shelby                     1      Office
     161        Kennesaw                           GA           30144         Cobb                       1      Retail
     162        Norcross                           GA           30093         Gwinnett                   1      Retail
     163        Seattle                            WA           98104         King                       1      Office
     164        Portland                           OR           97215         Multnomah                  1      Retail
     165        Malibu                             CA           90265         Los Angeles                1      Office
     166        Pomona                             CA           91768         Los Angeles                1      Office
     167        Norwalk                            CT           06850         Fairfield                  1      Office
     168        Prattville                         AL           36066         Elmore                     1      Multifamily
     169        Houston                            TX           77092         Harris                     1      Multifamily
     170        Phoenix                            AZ           85021         Maricopa                   1      Multifamily
     171        Glendale                           AZ           85308         Maricopa                   1      Self Storage
     172        Miami                              FL           33172         Miami-Dade                 1      Office
     173        Jamaica Plain; Boston; Medford     MA    02130; 02109; 02155  Suffolk; Middlesex         1      Other
     174        Las Vegas                          NV          Various        Clark                      2      Various
    174.01      Las Vegas                          NV           89139         Clark                      1      Retail
    174.02      Las Vegas                          NV           89120         Clark                      1      Office
     175        Orlando                            FL           32837         Orange                     1      Retail
     176        Miami                              FL           33139         Miami-Dade                 1      Retail
     177        Arlington                          TX           76006         Tarrant                    1      Multifamily
     178        Las Vegas                          NV           89117         Clark                      1      Self Storage
     179        Brownsville                        TX           78526         Cameron                    1      Retail
     180        Carmel                             IN           46032         Hamilton                   1      Mixed Use
     181        Clarence                           NY           14031         Erie                       1      Manufactured Housing
     182        Newbury Park                       CA           91320         Ventura                    1      Mixed Use
     183        Des Moines                         IA           50309         Polk                       1      Multifamily
     184        Rochester                          NY           14607         Monroe                     1      Mixed Use
     185        College Station                    TX           77840         Brazos                     1      Multifamily
     186        Miami Beach                        FL           33139         Miami-Dade                 1      Hospitality
     187        College Station                    TX           77840         Brazos                     1      Multifamily
     188        Los Angeles                        CA           90015         Los Angeles                1      Retail
     189        Richmond                           VA           23219         Richmond City              1      Multifamily
     190        Pell City                          AL           35125         St. Clair                  1      Hospitality
     191        Attalla                            AL           35954         Etowah                     1      Retail
     192        Las Vegas                          NV           89103         Clark                      1      Retail
     193        Grass Valley                       CA           95945         Nevada                     1      Self Storage
     194        Brawley                            CA           92227         Imperial                   1      Office
     195        Midland                            TX           79703         Midland                    1      Hospitality
     196        San Francisco                      CA           94115         San Francisco              1      Retail
     197        Los Angeles                        CA           90064         Los Angeles                1      Self Storage
     198        Portland                           OR           97203         Multnomah                  1      Industrial
     199        Fort Wayne                         IN           46835         Allen                      1      Retail
     200        Seaford                            DE           19973         Sussex                     1      Retail
     201        Durham                             NC           27707         Durham                     1      Multifamily
     202        Silverdale                         WA           98383         Kitsap                     1      Retail
     203        Austin                             TX           78741         Travis                     1      Multifamily
     204        Naperville                         IL           60540         DuPage                     1      Retail
     205        Highland                           CA           92346         San Bernardino             1      Retail
     206        Corona                             CA           92882         Riverside                  1      Retail
     207        Magnolia                           DE           19962         Kent                       1      Retail
     208        Torrington                         CT           06790         Litchfield                 1      Self Storage
     209        Elk Grove                          CA           95758         Sacramento                 1      Retail
     210        Tempe                              AZ           85281         Maricopa                   1      Hospitality
     211        Birmingham                         AL           35242         Shelby                     1      Retail
     212        Norwalk                            CA           90650         Los Angeles                1      Retail
     213        Mesquite                           TX           75149         Dallas                     1      Multifamily
     214        Los Angeles                        CA           90012         Los Angeles                1      Office
     215        Santa Monica                       CA           90404         Los Angeles                1      Retail
     216        Richmond                           VA           23231         Richmond City              1      Multifamily
     217        Santa Rosa                         CA           95407         Sonoma                     1      Self Storage
     218        Yuba City                          CA           95991         Sutter                     1      Self Storage
     219        Wichita                            KS           67205         Sedgwick                   1      Retail
     220        Broken Arrow                       OK           74012         Tulsa                      1      Office
     221        McAllen                            TX           78501         Hidalgo                    1      Office
     222        Various                            GA          Various        Various                    5      Retail
    222.01      Jenkinsburg                        GA           30234         Butts                      1      Retail
    222.02      Stockbridge                        GA           30281         Henry                      1      Retail
    222.03      McDonough                          GA           30253         Henry                      1      Retail
    222.04      Jackson                            GA           30233         Butts                      1      Retail
    222.05      Stockbridge                        GA           30281         Henry                      1      Retail
     223        Gardnerville                       NV           89410         Polk                       1      Multifamily
     224        Las Vegas                          NM           87701         San Miguel                 1      Retail
     225        Groves                             TX           77619         Jefferson                  1      Self Storage
                Various                            WI          Various        Various                    2      Various
     226        Wasau                              WI           54401         Marathon                   1      Retail
     227        Stevens Point                      WI           54481         Portage                    1      Office
     228        Fort Lauderdale                    FL           33306         Broward                    1      Office
     229        Houston                            TX           77004         Harris                     1      Office
     230        Austin                             TX           78750         Williamson                 1      Retail
     231        Omaha                              NE           68124         Douglas                    1      Retail
     232        Shreveport                         LA           71129         Caddo                      1      Retail
     233        Fort Smith                         AR           72904         Sebastian                  1      Multifamily
     234        Lithonia                           GA           30038         DeKalb                     1      Retail
     235        Big Spring                         TX           79720         Howard                     1      Retail
     236        Las Vegas                          NV           89130         Clark                      1      Self Storage
     237        Bedford                            NH           03110         Hillsborough               1      Retail
     238        Edison                             NJ           08817         Middlesex                  1      Self Storage
     239        Fort Smith                         AR           72903         Sebastian                  1      Multifamily
     240        Reno                               NV           89523         Washoe                     1      Manufactured Housing
     241        North Hollywood                    CA           91605         Los Angeles                1      Multifamily
     242        Jupiter                            FL           33458         Palm Beach                 1      Retail
     243        Altamonte Springs                  FL           32701         Seminole                   1      Retail
     244        Kearny                             NJ           07032         Hudson                     1      Multifamily
     245        Grapevine                          TX           76051         Tarrant                    1      Self Storage
     246        Wichita                            KS           67214         Sedgwick                   1      Retail
     247        Los Alamitos                       CA           90720         Orange                     1      Industrial
     248        Los Angeles                        CA           90027         Los Angeles                1      Retail
     249        Kentwood                           MI           49512         Kent                       1      Office
     250        Victoria                           TX           77901         Victoria                   1      Manufactured Housing
     251        Alpharetta                         GA           30318         Fulton                     1      Office
     252        Round Rock                         TX           78664         Williamson                 1      Retail
     253        Fremont                            CA           94536         Alameda                    1      Self Storage
     254        Duncanville                        TX           75116         Dallas                     1      Retail
     255        Beaumont                           TX           77706         Jefferson                  1      Multifamily
     256        Fayetteville                       AR           72701         Washington                 1      Multifamily
     257        Temple                             TX           76504         Bell                       1      Retail
     258        El Monte                           CA           91731         Los Angeles                1      Retail
     259        Chattanooga                        TN           37410         Hamilton                   1      Multifamily
     260        Canal Winchester                   OH           74560         Franklin                   1      Retail
     261        Fairport                           NY           14450         Monroe                     1      Multifamily
     262        Mount Washington                   KY           40047         Bullitt                    1      Retail
     263        Decatur                            GA           30032         Dekalb                     1      Retail
     264        Santa Fe                           NM           87501         Santa Fe                   1      Retail
     265        Gastonia                           NC           28056         Gaston                     1      Retail
     266        Greenwood                          IN           46142         Johnson                    1      Retail
     267        Auburndale                         FL           33823         Polk                       1      Industrial
     268        Cape Coral                         FL           33909         Lee                        1      Retail
     269        Spring                             TX           77388         Harris                     1      Retail
     270        San Antonio                        TX           78230         Bexar                      1      Retail
     271        Smyrna                             GA           30080         Cobb                       1      Retail
     272        Montgomery                         AL           36116         Montgomery                 1      Retail
     273        Richmond                           VA           23234         Chesterfield               1      Multifamily
     274        Emeryville                         CA           94608         Alameda                    1      Retail
     275        Lubbock                            TX           79424         Lubbock                    1      Self Storage
     276        Birmingham                         AL           35222         Jefferson                  1      Multifamily
     277        Tulsa                              OK           74136         Tulsa                      1      Self Storage


                        PROPERTY           3RD MOST RECENT  3RD MOST RECENT  2ND MOST RECENT      2ND MOST RECENT     MOST RECENT
    LOAN #               SUBTYPE               NOI ($)          NOI DATE         NOI ($)             NOI DATE           NOI ($)
--------------  -------------------------  ---------------  ---------------  ---------------  ----------------------  -----------

      1         Garden and High-Rise            50,399,689       12/31/2004       55,981,417              12/31/2005   57,126,855
      2         CBD                             19,989,383       12/31/2004       16,710,316              12/31/2005   16,192,046
     2.01       CBD                             11,350,116       12/31/2004        7,246,227              12/31/2005    7,675,845
     2.02       CBD                              8,639,267       12/31/2004        9,464,089              12/31/2005    8,516,201
                Various                         11,159,252       12/31/2004       14,956,953              12/31/2005   15,405,581
      3         CBD                              2,600,639       12/31/2004        5,491,707              12/31/2005    6,640,815
      4         Urban                            2,874,949       12/31/2004        3,737,985              12/31/2005    3,357,290
     4.01       Urban                            1,204,233       12/31/2004        1,888,873              12/31/2005    1,571,791
     4.02       Urban                            1,670,716       12/31/2004        1,849,112              12/31/2005    1,785,499
      5         Suburban                         2,218,287       12/31/2004        1,579,246              12/31/2005    1,854,397
      6         Urban                            2,401,908       12/31/2004        1,385,808              12/31/2005    1,234,040
      7         Suburban                         1,063,469       12/31/2004        1,792,947              12/31/2005    1,413,375
      8         Suburban                                                             969,260              12/31/2005      905,664
      9         Anchored                        10,789,872       12/31/2004       11,969,819              12/31/2005   11,758,011
      10        Anchored
      11        Anchored                         8,282,929       12/31/2004        9,044,056              12/31/2005    9,042,404
      12        Various                          5,970,060       12/31/2004        5,755,481              12/31/2005    6,386,292
    12.01       Office/Retail
    12.02       Unanchored
    12.03       Unanchored
    12.04       Unanchored
    12.05       Office/Retail
    12.06       Unanchored
    12.07       Unanchored
    12.08       Unanchored
    12.09       Unanchored
    12.10       Unanchored
    12.11       Office/Retail
    12.12       Unanchored
    12.13       Unanchored
    12.14       Retail/Multifamily
    12.15       Unanchored
    12.16       Anchored
    12.17       Unanchored
    12.18       Unanchored
      13        Limited Service                  5,991,485       12/31/2004        6,129,919              12/31/2005    7,006,665
    13.01       Limited Service                                                      185,659              12/31/2005      732,808
    13.02       Limited Service                    635,405       12/31/2004          661,910              12/31/2005      776,154
    13.03       Limited Service                    517,795       12/31/2004          651,242              12/31/2005      787,479
    13.04       Limited Service                    495,097       12/31/2004          461,762              12/31/2005      629,150
    13.05       Limited Service                    439,609       12/31/2004          492,926              12/31/2005      621,503
    13.06       Limited Service                    471,277       12/31/2004          534,091              12/31/2005      571,298
    13.07       Limited Service                    488,690       12/31/2004          536,961              12/31/2005      520,441
    13.08       Limited Service                    537,413       12/31/2004          486,107              12/31/2005      413,795
    13.09       Limited Service                    345,851       12/31/2004          342,490              12/31/2005      327,947
    13.10       Limited Service                    326,003       12/31/2004          290,000              12/31/2005      332,480
    13.11       Limited Service                    112,043       12/31/2004          300,601              12/31/2005      334,708
    13.12       Limited Service                    302,339       12/31/2004          291,240              12/31/2005      307,895
    13.13       Limited Service                    601,832       12/31/2004          303,459              12/31/2005       83,554
    13.14       Limited Service                    515,757       12/31/2004          364,443              12/31/2005      323,339
    13.15       Limited Service                    202,374       12/31/2004          227,028              12/31/2005      244,114
      14        Anchored                         3,585,233       12/31/2004        4,705,051              12/31/2005    5,136,899
      15        Anchored                         4,301,254       12/31/2004        4,475,564              12/31/2005    4,566,276
      16        Suburban                                                                                                3,829,821
      17        Anchored                         8,119,309       12/31/2004        8,766,425              12/31/2005    8,590,759
      18        Anchored                         4,195,833       12/31/2004        4,078,339              12/31/2005    4,404,249
      19        Anchored                         2,764,257       12/31/2004        3,603,853              12/31/2005    3,689,816
      20        Anchored                         3,358,945       12/31/2004        3,817,976              12/31/2005    4,067,692
      21        Anchored                         2,549,280       12/31/2004        2,666,779              12/31/2005    2,929,900
      22        Anchored                         3,964,682       12/31/2004        4,564,581              12/31/2005    4,453,882
      23        Full Service                     3,088,867       12/31/2004        3,814,438              12/31/2005    4,310,243
      24        Garden                                                             2,983,690              12/31/2005    3,001,492
      25        Anchored                                                                                                2,328,459
      26        Anchored                         2,613,119       12/31/2004        2,341,471              12/31/2005    2,477,201
      27        Unanchored                       2,779,297       12/31/2004        2,924,069              12/31/2005    3,507,359
      28        Student Housing                  2,682,700       12/31/2004        2,727,465              12/31/2005    3,179,236
      29        Anchored                         2,515,697       12/31/2004        2,575,046              12/31/2005    2,836,139
      30        Anchored                         3,443,213       12/31/2003        3,258,596              12/31/2004    2,869,343
      31        Suburban                          -302,644        6/30/2004          908,066               6/30/2005    1,921,832
      32        Anchored                         2,549,282       12/31/2004        2,589,650              12/31/2005    2,670,142
      33        Anchored                         2,282,610       12/31/2004        2,627,144              12/31/2005    2,666,147
      34        Anchored                         2,411,367       12/31/2004        2,434,210              12/31/2005    2,500,479
      35        Full Service                     2,680,701       12/31/2004        2,989,344              12/31/2005    4,170,908
      36        Garden                           1,365,911       12/31/2004        1,569,583              12/31/2005    1,704,845
      37        Anchored                         1,670,098       12/31/2004        1,832,229              12/31/2005    2,000,658
      38        Limited Service                                                    2,709,295              12/31/2005    2,871,590
      39        Anchored                         2,129,593       12/31/2004        2,215,836              12/31/2005    2,234,900
      40        Anchored                         2,033,323       12/31/2004        2,009,213              12/31/2005    2,399,191
      41        Limited Service                  2,238,174       12/31/2004        2,477,715              12/31/2005    2,908,207
      42        Limited Service                  1,234,473       12/31/2004        2,508,936              12/31/2005    2,735,254
      43        Suburban                         2,154,682       12/31/2004        2,394,363              12/31/2005    2,457,316
      44        Anchored                         2,036,380       12/31/2004        2,071,618              12/31/2005    2,095,664
      45        Office/Industrial                                                  1,640,936              12/31/2005    1,883,861
      46        Anchored                         2,237,987       12/31/2004        2,463,837              12/31/2005    2,479,997
      47        Garden                                                                                                    830,666
      48        Garden                                                             1,465,191              12/31/2005    1,587,137
      49        Anchored                         1,718,198       12/31/2004        1,887,862              12/31/2005    1,855,044
      50        Limited Service                                                    1,170,552              12/31/2005    1,935,852
      51        Single Tenant
      52        Anchored                         1,664,233       12/31/2004        1,935,733              12/31/2005    1,910,639
      53        Urban                            1,873,008       12/31/2004        2,056,624              12/31/2005    2,140,217
    53.01       Urban                            1,293,740       12/31/2004        1,305,588              12/31/2005    1,312,972
    53.02       Urban                              301,481       12/31/2004          376,804              12/31/2005      415,943
    53.03       Urban                              277,787       12/31/2004          374,232              12/31/2005      411,302
      54        Single Tenant
    54.01       Single Tenant
    54.02       Single Tenant
      55        Anchored                         1,839,611       12/31/2004        1,899,007              12/31/2005    1,905,086
      56        Office/Retail                    1,180,049       12/31/2004        1,369,410              12/31/2005    1,502,067
      57        Single Tenant
      58        Office/Industrial                                                                                       2,070,485
    58.01       Office/Industrial
    58.02       Office/Industrial
      59        Garden                                                                                                  1,183,693
      60        Warehouse                        1,421,178       12/31/2004        1,432,076              12/31/2005    1,426,593
      61        Anchored                         1,536,824       12/31/2004        1,593,955              12/31/2005    1,623,820
      62        Limited Service
      63        Unanchored                       1,418,954       12/31/2004        1,507,456              12/31/2005    1,706,856
      64        Unanchored
      65        Anchored                         1,408,363       12/31/2004        1,560,348              12/31/2005    1,607,267
      66        Anchored                         1,644,112       12/31/2004        1,644,282              12/31/2005    1,517,009
      67        Suburban                                                                                                  529,153
      68        Anchored                         1,257,076       12/31/2004        1,509,102              12/31/2005    1,571,339
      69        Anchored                         1,401,750       12/31/2004        1,478,628              12/31/2005    1,526,291
      70        Anchored
      71        Anchored                         1,220,180       12/31/2004        1,427,906              12/31/2005    1,390,913
      72        Anchored                         1,451,103       12/31/2004        1,476,707              12/31/2005    1,570,761
      73        Garden                                                               952,399              12/31/2005    1,207,177
      74        Anchored                         1,324,766       12/31/2004        1,406,154              12/31/2005    1,414,293
      75        Various                          1,484,693        8/31/2004        1,625,009               8/31/2005    1,631,153
    75.01       Student Housing                    439,068        8/31/2004          407,425               8/31/2005      400,156
    75.02       Student Housing                    178,681        8/31/2004          283,023               8/31/2005      290,154
    75.03       Student Housing                    308,041        8/31/2004          311,614               8/31/2005      314,639
    75.04       Student Housing                    186,898        8/31/2004          183,334               8/31/2005      177,933
    75.05       Student Housing                    172,138        8/31/2004          162,511               8/31/2005      168,056
    75.06       Student Housing                    107,482        8/31/2004          118,213               8/31/2005      120,830
    75.07       Student Housing                     21,412        8/31/2004          100,367               8/31/2005       91,359
    75.08       Suburban                            70,973        8/31/2004           58,522               8/31/2005       68,026
      76        Single Tenant
                Mobile Home Park                   516,312       12/31/2004        1,185,805              12/31/2005    1,244,800
      77        Mobile Home Park                                                     685,766              12/31/2005      787,524
      78        Mobile Home Park                   516,312       12/31/2004          500,039              12/31/2005      457,276
      79        Various                                                            1,555,682              12/31/2005    1,576,575
Loan Component  Mid Rise                                                           1,075,775              12/31/2005    1,090,732
Loan Component  Low Rise                                                             282,575              12/31/2005      285,074
Loan Component  Urban                              183,777       12/31/2004          197,332              12/31/2005      200,769
      80        Suburban                         1,876,542       12/31/2004        1,750,364              12/31/2005    1,758,337
      81        Shadow Anchored
      82        Anchored                           935,689       12/31/2004        1,293,503              12/31/2005    1,370,858
      83        Anchored                           360,423       12/31/2004          784,043              12/31/2005      880,565
      84        Various                                                            1,133,421              12/31/2005    1,688,271
    84.01       Senior Housing                                                       951,194              12/31/2005    1,507,038
    84.02       Day Care Facility                                                    182,227              12/31/2005      181,233
      85        Warehouse                        1,574,804        2/28/2004        1,585,105               2/28/2005    1,609,787
      86        Anchored                                                             660,183              12/31/2004      747,920
      87        Anchored
      88        Garden                                                                                                  1,282,544
      89        Single Tenant
    89.01       Single Tenant
    89.02       Single Tenant
      90        Limited Service                  1,176,321       12/31/2004        1,368,123              12/31/2005    1,583,797
      91        Garden                                                             1,050,347              12/31/2005    1,205,384
      92        Anchored                         1,225,716       12/31/2004        1,455,681              12/31/2005    1,482,545
      93        Limited Service                  1,477,597       12/31/2004        1,695,919              12/31/2005    1,683,898
      94        Office/Industrial
      95        Anchored                                                           1,302,550              12/31/2005    1,275,404
      96        Garden                             936,896       12/31/2004        1,133,006              12/31/2005    1,237,314
      97        Anchored                         1,370,687       12/31/2004        1,484,382              12/31/2005    1,608,474
      98        Flex                             1,028,541       12/31/2004        1,094,783              12/31/2005    1,119,395
      99        Garden                                                                                                  1,077,342
     100        Limited Service                                                                                         2,085,928
     101        Anchored                         1,126,191       12/31/2004        1,150,705              12/31/2005    1,176,830
     102        Garden                           1,276,263       12/31/2004        1,229,670              12/31/2005    1,307,341
     103        Office/Retail                      945,840       12/31/2004        1,078,133              12/31/2005    1,037,319
     104        Unanchored                       1,119,194       12/31/2004        1,200,604              12/31/2005    1,255,484
     105        Anchored                         1,056,101       12/31/2004        1,065,945              12/31/2005    1,176,721
     106        Garden                           1,047,892       12/31/2004        1,035,119              12/31/2005    1,101,764
    106.01      Garden                             698,199       12/31/2004          739,673              12/31/2005      768,646
    106.02      Garden                             170,137       12/31/2004          144,490              12/31/2005      163,520
    106.03      Garden                             121,555       12/31/2004          103,769              12/31/2005      116,472
    106.04      Garden
    106.05      Garden
    106.06      Garden                              58,001       12/31/2004           47,187              12/31/2005       53,126
     107        Limited Service                  1,189,773       12/31/2004        1,480,110              12/31/2005    1,555,725
     108        Retail/Office                      950,924       12/31/2004          996,251              12/31/2005    1,039,399
     109        Limited Service                                                      964,612              12/31/2005    1,605,054
     110        Full Service                     2,895,217       12/31/2004        2,938,738              12/31/2005    3,350,607
     111        Anchored                         1,236,000       12/31/2004        1,236,000              12/31/2005    1,229,820
                Anchored
     112        Anchored
     113        Anchored
     114        Anchored                           917,620       12/31/2004          942,486              12/31/2005    1,004,654
     115        Anchored                                                                                                1,060,419
     116        Retail/Office                                                        467,519              12/31/2004      746,500
     117        Retail/Office                    1,090,432       12/31/2003        1,139,322              12/31/2004    1,156,178
     118        Full Service                                                       1,452,734              12/31/2005    1,477,622
     119        Unanchored
     120        Medical                                                              470,073              12/31/2004      343,541
     121        Single Tenant
     122        Suburban
     123        Self Storage                                                                                              739,992
     124        Limited Service                    799,996       12/31/2004        1,094,255              12/31/2005    1,179,546
     125        Anchored
     126        Anchored
     127        Self-Storage                       920,171       12/31/2004          857,051              12/31/2005      868,010
     128        Garden                           1,022,750       12/31/2004          805,373              12/31/2005      781,511
     129        Anchored
     130        Mobile Home Park                                                     718,716              12/31/2005      731,625
     131        Garden                             518,854       12/31/2004          584,122              12/31/2005      559,988
     132        Anchored                                                                                                1,212,529
    132.01      Anchored                                                                                                  595,145
    132.02      Anchored                                                                                                  617,384
     133        Suburban                           866,897       12/31/2004          781,227              12/31/2005      807,428
     134        Limited Service                    922,782       12/31/2004        1,028,108              12/31/2005    1,070,819
     135        Office/Retail                      152,112       12/31/2004          458,610              12/31/2005      525,701
     136        Anchored                           896,587       12/31/2004          964,102              12/31/2005      992,537
     137        Mid/High Rise                                                                                             520,129
     138        Suburban                                                             666,908              12/31/2004      865,782
     139        Suburban                           837,753       12/31/2004          320,855              12/31/2005       60,785
     140        Anchored                           806,962       12/31/2004          836,778              12/31/2005      857,652
     141        Limited Service                                                                                           923,120
     142        Garden
     143        Full Service                       658,737       12/31/2004          981,782              12/31/2005    1,159,330
     144        Garden                             708,381       12/31/2004          728,802              12/31/2005      743,707
     145        Warehouse/Distribution
     146        Garden                                                               611,849              12/31/2005      864,885
    146.01      Garden                                                               293,775              12/31/2005      544,208
    146.02      Garden                             328,221       12/31/2004          318,074              12/31/2005      320,677
     147        Unanchored                         640,031       12/31/2003          659,419              12/31/2004      775,791
     148        Flex                               632,092       12/31/2004          436,515              12/31/2005      689,096
     149        Anchored
     150        Anchored
     151        Self Storage                       520,462        3/31/2005          673,126               3/31/2006      775,291
     152        Garden                             478,555       12/31/2004          484,809              12/31/2005      654,889
     153        Anchored
     154        Unanchored                         543,495       12/31/2004          572,897              12/31/2005      585,762
     155        Office/Retail                                                        743,936              12/31/2004      767,437
     156        Garden                             448,540       12/31/2004          543,599              12/31/2005      595,571
     157        Anchored                           686,490       12/31/2004          719,272              12/31/2005      729,624
     158        Unanchored                         615,553       12/31/2004          697,909              12/31/2005      709,897
     159        Unanchored                         832,167       12/31/2004          987,472              12/31/2005      944,671
     160        Medical                                                                                                   402,098
    160.01      Medical
    160.02      Medical
     161        Single Tenant                                                      1,184,905              12/31/2004    1,157,721
     162        Anchored                                                           1,212,859               6/30/2004    1,187,916
     163        Urban                              232,166       12/31/2004          337,242              12/31/2005      528,977
     164        Anchored                           528,583       12/31/2004          576,901              12/31/2005      563,344
     165        Suburban
     166        Urban                              747,844       12/31/2004          759,186              12/31/2005      759,185
     167        Office/Industrial
     168        Garden                                                                                                    409,604
     169        Garden                                                               320,013              12/31/2005      671,628
     170        Garden                             345,843       12/31/2004          380,410              12/31/2005      422,565
     171        Self Storage                       452,953       12/31/2004          462,390              12/31/2005      508,790
     172        Suburban
     173        Parking Garage                     663,157       12/31/2004          554,809              12/31/2005      509,423
     174        Various
    174.01      Unanchored
    174.02      Suburban
     175        Unanchored                                                           343,067              12/31/2004      328,729
     176        Unanchored                         376,741       12/31/2003          519,299              12/31/2004      440,724
     177        Garden                             376,484       12/31/2004          425,961              12/31/2005      496,363
     178        Self Storage
     179        Unanchored                         506,953       12/31/2004          439,194              12/31/2005      478,215
     180        Office/Retail                                                        482,536              12/31/2004      507,470
     181        Mobile Home Park                   579,324       12/31/2004          539,375              12/31/2005      583,642
     182        Office/Retail                      513,550       12/31/2003          528,576              12/31/2004      533,370
     183        Garden                             512,227       12/31/2004          471,383              12/31/2005      481,815
     184        Office/Retail/Multifamily
     185        Garden                             732,733       12/31/2004          801,865              12/31/2005      853,495
     186        Full Service                       884,184       12/31/2004        1,216,475              12/31/2005    1,247,285
     187        Student Housing                                                      134,874              12/31/2005      358,554
     188        Unanchored                         192,100       12/31/2004           11,125              12/31/2005      124,661
     189        Garden
     190        Limited Service                    836,085       12/31/2004          762,455              12/31/2005      787,933
     191        Unanchored
     192        Unanchored                                                           398,080  12/31/2005 (T-11 Ann.)      433,908
     193        Self Storage                                                          39,145              12/31/2005      259,489
     194        Medical                                                                                                   290,682
     195        Full Service                                                         535,945               7/31/2005      991,899
     196        Unanchored                         425,114       12/31/2004          348,520              12/31/2005      350,066
     197        Self Storage                       321,477       12/31/2004          349,158              12/31/2005      377,371
     198        Warehouse                          430,434       12/31/2004          460,834              12/31/2005      446,520
     199        Shadow Anchored
     200        Anchored                           329,586       12/31/2004          321,133              12/31/2005      353,593
     201        Garden                                                                                                    557,221
     202        Unanchored                         373,386       12/31/2004          396,755              12/31/2005      422,123
     203        Garden                                                               462,246              12/31/2005      467,213
     204        Unanchored                         381,059       12/31/2004          425,409              12/31/2005      431,106
     205        Anchored
     206        Anchored
     207        Anchored                           243,263       12/31/2004          287,248              12/31/2005      349,482
     208        Self Storage                       354,975       12/31/2004          345,028              12/31/2005      342,257
     209        Anchored                                                                                                  379,832
     210        Limited Service                    286,568       12/31/2004          384,031              12/31/2005      477,374
     211        Unanchored
     212        Unanchored                         661,112       12/31/2004          621,343              12/31/2005      631,065
     213        Garden                             389,714       12/31/2004          375,046              12/31/2005      389,801
     214        CBD                                                                  295,553              12/31/2005      336,984
     215        Unanchored                                                                                                220,454
     216        Garden                             388,653       12/31/2004          307,680              12/31/2005      347,725
     217        Self Storage                       329,369       12/31/2004          407,347              12/31/2005      430,855
     218        Self Storage                         6,729       12/31/2004          138,217              12/31/2005      326,845
     219        Shadow Anchored                                                      248,686              12/31/2005      231,913
     220        Suburban                                                                                                  162,071
     221        Suburban                                                                                                  252,026
     222        Unanchored                                                           298,030              12/31/2005      364,899
    222.01      Unanchored                                                             1,421              12/31/2005       58,678
    222.02      Unanchored                                                           109,565              12/31/2005       94,464
    222.03      Unanchored                                                            75,309              12/31/2005       85,668
    222.04      Unanchored                                                            61,983              12/31/2005       69,808
    222.05      Unanchored                                                            49,752              12/31/2005       56,281
     223        Garden                                                                                                    301,887
     224        Anchored
     225        Self Storage                                                         137,050              12/31/2005      501,898
                Various                             71,616       12/31/2004          271,394              12/31/2005      363,414
     226        Unanchored                                                           224,025              12/31/2005      281,958
     227        Suburban                            71,616       12/31/2004           47,369              12/31/2005       81,456
     228        Single Tenant Office                57,208       12/31/2004          165,575              12/31/2005      352,988
     229        Suburban
     230        Unanchored                         213,682       12/31/2004          253,318              12/31/2005      329,519
     231        Unanchored                         471,568       12/31/2004          463,459              12/31/2005      512,735
     232        Anchored
     233        Garden                                                                                                    317,826
     234        Shadow Anchored
     235        Unanchored
     236        Self Storage                                                                                              353,922
     237        Unanchored                         238,375       12/31/2004          244,799              12/31/2005      251,742
     238        Self Storage                                                         171,834              12/31/2005      241,877
     239        Garden
     240        Mobile Home Park                                                     215,214              12/31/2004      243,736
     241        Garden
     242        Unanchored                         394,730       12/31/2003          412,885              12/31/2004      419,654
     243        Unanchored                         255,231       12/31/2004          278,378              12/31/2005      249,853
     244        Mid Rise                           195,701       12/31/2004          218,057              12/31/2005      209,564
     245        Self Storage                                                         236,888              12/31/2005      286,598
     246        Unanchored                         169,316       12/31/2004          245,149              12/31/2005      290,066
     247        Warehouse                          350,665       12/31/2003          357,244              12/31/2004      361,589
     248        Unanchored                          93,152       12/31/2004          202,860              12/31/2005      207,971
     249        Medical
     250        Mobile Home Park                   135,634       12/31/2004          156,309              12/31/2005      165,788
     251        Suburban
     252        Unanchored
     253        Self Storage                       334,566       12/31/2004          350,693              12/31/2005      411,564
     254        Unanchored                         226,594       12/31/2004          245,912              12/31/2005      226,344
     255        Garden                                                               441,505              12/31/2004      313,450
     256        Garden                                                               214,394              12/31/2005      209,122
     257        Unanchored
     258        Shadow Anchored
     259        Section 42                                                             7,756              12/31/2005      146,797
     260        Shadow Anchored
     261        Garden                             208,453       12/31/2004          219,898              12/31/2005      211,971
     262        Unanchored
     263        Unanchored                         140,948       12/31/2004          155,995              12/31/2005      151,513
     264        Unanchored
     265        Unanchored                         100,877       12/31/2003          146,764              12/31/2004      173,308
     266        Unanchored                         172,240       12/31/2004          129,576              12/31/2005      164,685
     267        Warehouse                                                                                                 167,125
     268        Unanchored
     269        Unanchored                                                            70,994              12/31/2005      123,809
     270        Unanchored
     271        Unanchored
     272        Unanchored
     273        Garden                                                                                                    105,875
     274        Unanchored                                                           162,244              12/31/2004      148,602
     275        Self Storage                        66,411       12/31/2004           69,263              12/31/2005      166,761
     276        Garden                                                                47,260              12/31/2005       82,238
     277        Self Storage                                                          72,046              12/31/2005       81,370


                       MOST RECENT                                                                            UW
    LOAN #              NOI DATE          UW REVENUES  UW EXPENSES  UW NOI ($)  UW NCF ($)(2)  DSCR (X)(2),(3),(4),(5),(6),(7)
--------------  ------------------------  -----------  -----------  ----------  -------------  -------------------------------

      1                       6/30/2006    93,933,103   27,761,774  66,171,329     65,323,729                1.37
      2                  8/31/2006 (TTM)   35,885,948   17,575,771  18,310,177     16,710,628                1.21
     2.01                8/31/2006 (TTM)   17,674,900    8,678,176   8,996,724      8,266,436
     2.02                8/31/2006 (TTM)   18,211,048    8,897,595   9,313,453      8,444,191
                         6/30/2006 (TTM)   39,996,535   19,699,263  20,297,272     17,823,249                1.34
      3                  6/30/2006 (TTM)   16,034,453    7,252,271   8,782,182      7,963,263                1.34
      4                  6/30/2006 (TTM)    8,676,343    4,414,312   4,262,031      3,482,670                1.34
     4.01                6/30/2006 (TTM)    5,179,324    2,534,665   2,644,659      2,232,056
     4.02                6/30/2006 (TTM)    3,497,019    1,879,647   1,617,372      1,250,614
      5                  6/30/2006 (TTM)    4,099,734    1,486,569   2,613,165      2,389,833                1.34
      6                  6/30/2006 (TTM)    4,861,928    2,482,211   2,379,717      1,945,413                1.34
      7                  6/30/2006 (TTM)    4,215,915    2,813,092   1,402,823      1,276,032                1.34
      8                  6/30/2006 (TTM)    2,108,162    1,250,808     857,354        766,038                1.34
      9                  6/30/2006 (TTM)   22,808,433    6,499,438  16,308,995     15,627,655                1.16
      10                                   15,795,534    4,266,603  11,528,930     10,916,318                1.38
      11                      8/31/2006    12,928,927    2,685,842  10,243,085      9,711,896                1.32
      12                 7/31/2006 (TTM)   11,850,230    3,576,077   8,274,153      7,859,216                1.31
    12.01                                   1,367,517      412,679     954,837        906,954
    12.02                                   1,244,274      375,488     868,786        825,218
    12.03                                   1,185,023      357,608     827,415        785,922
    12.04                                     997,237      300,939     696,298        661,380
    12.05                                     966,386      291,629     674,757        640,919
    12.06                                     865,067      261,054     604,013        573,723
    12.07                                     663,613      200,260     463,353        440,116
    12.08                                     644,723      194,560     450,163        427,588
    12.09                                     604,362      182,380     421,982        400,820
    12.10                                     592,512      178,804     413,708        392,961
    12.11                                     586,586      177,016     409,571        389,031
    12.12                                     559,923      168,970     390,954        371,348
    12.13                                     484,012      146,062     337,950        321,003
    12.14                                     374,467      113,004     261,463        248,351
    12.15                                     331,806      100,130     231,676        220,058
    12.16                                     176,568       53,284     123,285        117,102
    12.17                                     152,235       45,940     106,295        100,964
    12.18                                      53,919       16,271      37,647         35,759
      13                 7/31/2006 (TTM)   20,948,529   13,071,481   7,877,049      7,039,108                1.42
    13.01                7/31/2006 (TTM)    2,272,596    1,336,457     936,139        845,235
    13.02                7/31/2006 (TTM)    1,791,498    1,002,265     789,233        717,573
    13.03                7/31/2006 (TTM)    2,024,938    1,243,426     781,512        700,515
    13.04                7/31/2006 (TTM)    1,744,945      929,159     815,788        745,990
    13.05                7/31/2006 (TTM)    1,600,464      966,793     633,670        569,652
    13.06                7/31/2006 (TTM)    1,494,663      909,169     585,494        525,708
    13.07                7/31/2006 (TTM)    1,222,275      690,630     531,645        482,754
    13.08                7/31/2006 (TTM)    1,150,040      704,281     445,758        399,757
    13.09                7/31/2006 (TTM)    1,233,897      878,747     355,150        305,794
    13.10                7/31/2006 (TTM)    1,180,627      828,006     352,620        305,395
    13.11                7/31/2006 (TTM)    1,245,499      906,724     338,775        288,955
    13.12                7/31/2006 (TTM)    1,002,011      679,686     322,325        282,245
    13.13                7/31/2006 (TTM)    1,152,715      735,940     416,775        370,667
    13.14                7/31/2006 (TTM)    1,187,165      856,876     330,289        282,802
    13.15                7/31/2006 (TTM)      645,197      403,322     241,876        216,068
      14                 9/30/2006 (TTM)    7,546,100    2,493,233   5,052,867      4,863,520                1.43
      15                 9/30/2006 (TTM)    6,103,099    1,526,683   4,576,416      4,346,728                1.40
      16                 9/30/2006 (TTM)   10,234,555    5,411,037   4,823,519      4,271,149                1.27
      17                 6/30/2006 (TTM)   14,246,738    5,341,257   8,905,481      8,458,288                3.01
      18                 4/30/2006 (TTM)    7,256,582    2,924,968   4,331,614      4,074,776                1.23
      19                 7/31/2006 (TTM)    5,154,259    1,497,879   3,656,380      3,563,448                1.35
      20                 9/30/2006 (TTM)    5,207,734    1,280,321   3,927,412      3,701,632                1.47
      21                 9/30/2006 (TTM)    4,669,775    1,182,948   3,486,827      3,355,697                1.38
      22                 4/30/2006 (TTM)    6,516,169    2,505,061   4,011,108      3,724,554                1.22
      23                 8/31/2006 (TTM)   13,337,934    8,920,505   4,417,429      3,883,912                1.28
      24                 9/30/2006 (TTM)    5,236,500    2,133,529   3,102,971      3,021,461                1.27
      25           11/1/2006 (T-11 Ann.)    4,985,361    1,368,561   3,616,800      3,525,036                1.20
      26                 8/31/2006 (TTM)    4,023,265    1,182,791   2,840,474      2,753,828                1.20
      27            8/31/2006 (T-8 Ann.)    4,840,525    1,450,060   3,390,465      3,211,998                1.22
      28                 6/30/2006 (TTM)    5,875,045    2,865,946   3,009,098      2,915,498                1.22
      29                 9/30/2006 (TTM)    3,971,390    1,064,247   2,907,143      2,707,690                1.48
      30                     12/31/2005     4,274,376    1,251,534   3,022,842      2,866,629                1.22
      31          Annualized 03/31/2006     4,745,430    1,893,384   2,852,046      2,812,159                1.20
      32                 9/30/2006 (TTM)    3,584,876      860,813   2,724,064      2,553,205                1.49
      33                 9/30/2006 (TTM)    3,268,049      629,229   2,638,819      2,494,749                1.46
      34                 9/30/2006 (TTM)    3,175,898      632,002   2,543,896      2,411,146                1.53
      35                 9/30/2006 (TTM)   10,633,743    7,124,470   3,509,273      3,083,923                1.44
      36                 6/30/2006 (TTM)    3,490,164    1,303,705   2,186,459      2,094,434                1.15
      37                 9/30/2006 (TTM)    3,049,455      928,922   2,120,533      1,987,287                1.40
      38                 6/30/2006 (TTM)    5,897,540    3,173,582   2,723,958      2,488,056                1.35
      39                 9/30/2006 (TTM)    3,173,316      868,246   2,305,071      2,098,998                1.49
      40                 8/31/2006 (TTM)    3,230,808      833,046   2,397,762      2,219,972                1.20
      41        2006 Forecast 6/30/2006     5,363,120    2,690,810   2,672,310      2,457,785                1.35
      42                 6/30/2006 (TTM)    6,351,214    3,742,407   2,608,807      2,354,759                1.35
      43                 7/31/2006 (TTM)    4,100,205    1,631,148   2,469,057      2,059,240                1.24
      44                 9/30/2006 (TTM)    2,656,700      628,044   2,028,656      1,902,100                1.48
      45           Annualized 6/30/2006     2,864,606      699,330   2,165,276      1,974,733                1.22
      46                 9/30/2006 (TTM)    3,157,989      795,961   2,362,028      2,216,201                1.80
      47          Annualized 09/30/2006     2,958,710    1,009,787   1,948,923      1,878,923                1.15
      48                 T-12 8/31/2006     3,327,106    1,429,707   1,897,399      1,857,149                1.15
      49                 9/30/2006 (TTM)    2,775,358      895,795   1,879,563      1,746,111                1.46
      50                 9/30/2006 (TTM)    7,226,072    4,360,698   2,865,374      2,606,647                1.71
      51                                    2,120,987       63,630   2,057,357      2,015,177                1.32
      52                 9/30/2006 (TTM)    2,781,046      892,008   1,889,038      1,785,112                1.54
      53                 4/30/2006 (TTM)    3,404,012    1,339,681   2,064,331      1,893,870                1.25
    53.01                4/30/2006 (TTM)    2,022,610      782,000   1,240,610      1,151,995
    53.02                5/31/2006 (TTM)      720,926      274,144     446,782        405,908
    53.03                4/30/2006 (TTM)      660,476      283,537     376,939        335,967
      54                                    2,059,427       61,783   1,997,644      1,954,744                1.31
    54.01                                   1,290,574       38,717   1,251,857      1,224,973
    54.02                                     768,853       23,066     745,787        729,771
      55                 9/30/2006 (TTM)    2,761,480      796,159   1,965,321      1,900,361                1.72
      56                 9/30/2006 (TTM)    2,785,537      782,701   2,002,836      1,866,613                1.36
      57                                    1,959,362       58,781   1,900,581      1,857,941                1.33
      58                     12/31/2005     2,434,213      656,369   1,777,845      1,771,030                1.24
    58.01                                   1,408,317      379,743   1,028,574      1,024,632
    58.02                                   1,025,896      276,626     749,271        746,398
      59                 8/31/2006 (TTM)    2,710,135    1,117,449   1,592,686      1,556,686                1.12
      60                 6/30/2006 (TTM)    1,692,185      327,349   1,364,836      1,364,836                1.20
      61                 9/30/2006 (TTM)    2,224,827      586,186   1,638,641      1,525,786                1.43
      62                                    4,765,580    2,673,784   2,091,796      1,901,173                1.32
      63            9/30/2006 (T-9 Ann.)    2,258,794      653,892   1,604,902      1,538,132                1.23
      64                                    2,380,569      467,086   1,913,483      1,849,609                1.35
      65            6/30/2006 (T-6 Ann.)    2,269,052      591,422   1,677,629      1,597,824                1.20
      66                 9/30/2006 (TTM)    2,018,979      370,457   1,648,522      1,548,378                1.52
      67                 9/30/2006 (TTM)    4,684,284    2,940,950   1,743,334      1,604,227                1.22
      68                 9/30/2006 (TTM)    2,128,200      630,123   1,498,077      1,374,821                1.37
      69            6/30/2006 (T-6 Ann.)    2,022,652      588,549   1,434,102      1,383,885                1.10
      70                                    2,043,467      534,351   1,509,116      1,468,319                1.26
      71                 9/30/2006 (TTM)    2,044,561      582,535   1,462,026      1,360,604                1.44
      72                 9/30/2006 (TTM)    2,081,577      529,782   1,551,795      1,425,793                1.55
      73                 8/31/2006 (TTM)    2,645,405    1,139,863   1,505,542      1,448,542                1.17
      74                 9/30/2006 (TTM)    1,900,708      476,069   1,424,638      1,330,711                1.44
      75                 4/30/2006 (TTM)    2,159,093      671,609   1,487,484      1,456,922                1.26
    75.01                4/30/2006 (TTM)      515,712      144,277     371,435        364,835
    75.02                4/30/2006 (TTM)      389,323      118,592     270,731        263,580
    75.03                4/30/2006 (TTM)      358,252      117,430     240,822        237,422
    75.04                4/30/2006 (TTM)      260,474       67,354     193,120        189,444
    75.05                4/30/2006 (TTM)      215,346       63,819     151,527        149,527
    75.06                4/30/2006 (TTM)      160,488       53,689     106,799        104,099
    75.07                4/30/2006 (TTM)      186,218       89,296      96,922         95,722
    75.08                4/30/2006 (TTM)       73,280       17,152      56,128         52,293
      76                                    1,633,120       48,994   1,584,127      1,545,702                1.33
                         6/30/2006 (TTM)    2,476,302      991,561   1,484,741      1,450,291                1.23
      77                 6/30/2006 (TTM)    1,583,873      580,035   1,003,838        984,638                1.23
      78                 6/30/2006 (TTM)      892,429      411,526     480,903        465,653                1.23
      79                 6/30/2006 (TTM)    2,642,713    1,094,933   1,547,780      1,427,721                1.25
Loan Component           6/30/2006 (TTM)    1,878,075      741,699   1,136,376      1,070,331                1.25
Loan Component           6/30/2006 (TTM)      505,662      252,351     253,311        230,815                1.25
Loan Component           6/30/2006 (TTM)      258,976      100,882     158,094        126,575                1.25
      80                 5/31/2006 (TTM)    3,184,179    1,415,146   1,769,033      1,563,896                1.33
      81                                    1,919,407      366,776   1,552,631      1,496,553                1.25
      82                 7/31/2006 (TTM)    1,737,277      360,733   1,376,543      1,300,921                1.16
      83                 8/31/2006 (TTM)    1,818,370      425,108   1,393,262      1,309,491                1.22
      84            8/31/2006 (T-6 Ann.)    4,592,084    2,586,985   2,005,099      1,959,449                1.78
    84.01           8/31/2006 (T-6 Ann.)    4,428,965    2,586,985   1,841,980      1,803,980
    84.02           8/31/2006 (T-6 Ann.)      163,119                  163,119        155,469
      85                      2/28/2006     1,777,680      321,801   1,455,879      1,371,090                1.30
      86                     12/31/2005     1,859,387      516,364   1,343,023      1,314,905                1.27
      87                                    1,848,079      426,476   1,421,603      1,381,334                1.23
      88                 9/30/2006 (TTM)    2,819,827    1,266,698   1,553,129      1,472,379                1.34
      89                                    1,891,664      389,013   1,502,651      1,446,591                1.24
    89.01                                   1,258,375      294,512     963,863        921,421
    89.02                                     633,289       94,501     538,788        525,170
      90                 8/31/2006 (TTM)    4,118,473    2,445,493   1,672,980      1,508,241                1.37
      91                 7/31/2006 (TTM)    2,714,259    1,394,926   1,319,333      1,253,333                1.22
      92                 4/30/2006 (TTM)    1,680,564      325,667   1,354,897      1,312,614                1.26
      93                 3/31/2006 (TTM)    4,139,978    2,460,184   1,679,794      1,472,795                1.40
      94                                    2,111,838      622,611   1,489,227      1,337,427                1.65
      95                 8/31/2006 (TTM)    1,739,168      385,422   1,353,746      1,305,341                1.28
      96                 8/31/2006 (TTM)    1,837,751      681,711   1,156,040      1,101,290                1.28
      97                 9/30/2006 (TTM)    1,502,077      339,901   1,162,177      1,107,019                1.43
      98                 8/31/2006 (TTM)    1,607,731      367,007   1,240,724      1,182,843                1.35
      99            8/31/2006 (T-3 Ann.)    2,527,687    1,263,030   1,264,657      1,215,057                1.20
     100            9/30/2006 (T-3 Ann.)    4,041,453    2,492,728   1,548,725      1,387,067                1.41
     101                 9/30/2006 (TTM)    1,650,554      496,228   1,154,326      1,083,431                1.42
     102                 8/31/2006 (TTM)    2,450,903    1,146,036   1,304,867      1,242,867                1.24
     103                 9/30/2006 (TTM)    1,903,721      805,290   1,098,431      1,045,194                1.34
     104                 3/31/2006 (TTM)    2,221,924      943,013   1,278,911      1,220,665                1.23
     105                 5/31/2006 (TTM)    1,667,763      561,642   1,106,121      1,035,417                1.34
     106                  7/31/2006(TTM)    1,925,499      686,858   1,238,641      1,178,297                1.22
    106.01                7/31/2006(TTM)    1,148,061      394,439     753,622        714,518
    106.02                7/31/2006(TTM)      262,078       94,679     167,399        160,583
    106.03                7/31/2006(TTM)      172,498       59,803     112,695        107,351
    106.04                                    175,458       67,164     108,294        103,654
    106.05                                     81,943       33,336      48,607         46,487
    106.06                7/31/2006(TTM)       85,461       37,437      48,024         45,704
     107                 3/31/2006 (TTM)    3,972,495    2,456,827   1,515,668      1,317,043                1.44
     108                 7/30/2006 (TTM)    1,867,066      703,028   1,164,038      1,085,698                1.23
     109                 8/31/2006 (TTM)    3,314,602    1,932,857   1,381,745      1,249,161                1.38
     110                 9/30/2006 (TTM)    7,279,935    4,711,702   2,568,233      2,198,315                2.65
     111            7/31/2006 (T-7 Ann.)    1,329,301      203,143   1,126,158      1,066,294                1.23
                                            1,186,703       35,601   1,151,102      1,061,202                1.25
     112                                      695,265       20,858     674,407        623,292                1.25
     113                                      491,438       14,743     476,695        437,910                1.25
     114                 9/30/2006 (TTM)    1,478,927      493,029     985,898        887,941                1.36
     115                 7/31/2006 (TTM)    1,279,663      255,587   1,024,077        989,405                1.26
     116                     12/31/2005     1,402,721      317,539   1,085,182      1,045,440                1.25
     117                     12/31/2005     1,559,781      449,709   1,110,072      1,068,870                1.33
     118                 5/31/2006 (TTM)    5,426,577    4,087,254   1,339,323      1,122,260                1.39
     119                                    1,193,224      211,074     982,150        932,429                1.17
     120                     12/31/2005     1,647,561      469,835   1,177,726      1,109,513                1.47
     121                                    1,011,943       30,358     981,584        957,331                1.31
     122                                    1,272,789      326,440     946,349        919,990                1.16
     123                 8/31/2006 (TTM)    1,348,299      512,810     835,489        818,700                1.21
     124                 3/31/2006 (TTM)    3,043,638    1,882,169   1,161,469      1,009,287                1.43
     125                                    1,236,166      350,621     885,545        866,516                1.22
     126                                    1,106,190      265,592     840,598        828,695                1.20
     127                 9/30/2006 (TTM)    1,299,733      469,116     830,617        817,035                1.21
     128                 7/31/2006 (TTM)    2,040,201    1,182,669     857,532        760,282                1.20
     129                                      872,755      126,468     746,287        733,178                1.17
     130                 5/31/2006 (TTM)    1,374,378      591,681     782,697        772,097                1.35
     131                 7/31/2006 (TTM)    1,638,370      938,558     699,812        649,312                1.31
     132                     12/31/2005     1,431,656      447,179     984,477        883,082                1.32
    132.01                   12/31/2005       740,975      255,132     485,843        436,119
    132.02                   12/31/2005       690,681      192,047     498,634        446,963
     133                 6/30/2006 (TTM)    1,157,694      331,331     826,363        764,423                1.20
     134                 3/31/2006 (TTM)    3,166,220    2,090,876   1,075,344        917,033                1.43
     135                 6/30/2006 (TTM)    1,235,982      449,745     786,237        761,760                1.21
     136                 9/30/2006 (TTM)    1,267,763      312,069     955,695        870,703                1.81
     137           5/31/2006 (T-11 Ann.)    1,322,149      598,464     723,685        699,485                1.18
     138                     12/31/2005     1,180,417      386,169     794,248        748,710                1.15
     139           Annualized 8/31/2006     1,229,492      411,846     817,646        751,254                1.43
     140                 5/31/2006 (TTM)    1,104,184      277,506     826,678        772,332                1.28
     141                 9/30/2006 (TTM)    2,870,655    1,897,403     973,252        858,426                1.35
     142                                    1,111,693      338,783     772,911        738,661                1.20
     143                 5/31/2006 (TTM)    4,892,068    3,845,671   1,046,397        850,714                1.40
     144           Annualized 7/31/2006     1,088,298      321,915     766,383        740,207                1.27
     145                                    1,620,901      820,057     800,844        712,741                1.23
     146          Annualized 09/30/2006     1,514,537      739,343     775,194        709,194                1.23
    146.01        Annualized 09/30/2006       810,785      382,911     427,874        390,624
    146.02        Annualized 09/30/2006       703,752      356,432     347,320        318,570
     147                     12/31/2005       881,704      154,556     727,148        700,822                1.22
     148                 8/31/2006 (TTM)    1,042,300      219,428     822,872        764,359                1.24
     149                                    1,038,993      294,599     744,394        720,232                1.27
     150                                    1,094,787      255,224     839,563        762,132                1.24
     151            8/31/2006 (T-5 Ann.)    1,082,904      381,207     701,697        685,620                1.27
     152           Annualized 8/31/2006     1,205,609      530,409     675,200        629,200                1.21
     153                                    1,537,426      444,051   1,093,375      1,039,618                1.36
     154                 5/31/2006 (TTM)      921,919      248,834     673,085        623,537                1.22
     155                     12/31/2005     1,118,559      359,384     759,175        687,609                1.33
     156                 7/30/2006 (TTM)    1,248,963      620,864     628,099        597,859                1.26
     157            5/31/2006 (T-5 Ann.)      938,724      267,359     671,365        644,787                1.28
     158                 8/31/2006 (TTM)      943,430      271,561     671,868        635,892                1.26
     159                 5/31/2006 (TTM)    1,170,692      344,107     826,585        756,272                1.57
     160                     12/31/2004       986,144      381,179     604,965        548,864                1.15
    160.01
    160.02
     161                     12/31/2005       989,690      236,914     752,776        683,180                1.45
     162                      6/30/2005       928,199      176,593     751,606        682,252                1.45
     163                 9/30/2006 (TTM)    1,153,776      448,714     705,062        626,180                1.35
     164                 9/30/2006 (TTM)      657,199      100,162     557,038        529,702                1.52
     165                                      762,156      202,531     559,625        529,530                1.28
     166                 5/31/2006 (TTM)    1,304,044      540,748     763,296        681,005                1.93
     167                                      660,250        6,603     653,648        621,301                1.45
     168            5/31/2006 (T-5 Ann.)      826,158      255,996     570,162        550,962                1.29
     169                 8/20/2006 (TTM)    1,647,502    1,034,660     612,842        541,592                1.23
     170                 5/31/2006 (TTM)    1,189,456      616,203     573,253        531,753                1.21
     171                 5/31/2006 (TTM)      896,968      325,262     571,706        560,078                1.30
     172                                      874,046      304,869     569,177        545,971                1.25
     173                 6/30/2006 (TTM)      926,720      399,455     527,265        516,917                1.21
     174                                      721,337      182,853     538,484        494,628                1.16
    174.01
    174.02
     175                     12/31/2005       761,493      225,258     536,235        505,245                1.21
     176                     12/31/2005       786,097      231,888     554,209        535,108                1.29
     177           Annualized 8/31/2006     1,168,037      627,558     540,479        489,332                1.20
     178                                      711,336      273,703     437,633        429,494                1.22
     179                 6/30/2006 (TTM)      902,555      346,645     555,910        509,478                1.22
     180                     12/31/2005       794,131      242,454     551,677        487,426                1.20
     181                 5/31/2006 (TTM)      841,026      306,557     534,469        524,269                1.35
     182                     12/31/2005       817,024      261,101     555,923        512,670                1.21
     183                 9/30/2006 (TTM)      974,877      463,393     511,484        475,484                1.20
     184                                      846,652      257,946     588,706        543,036                1.39
     185                 9/30/2006 (TTM)    1,886,314    1,136,204     750,110        609,310                1.43
     186                 5/31/2006 (TTM)    6,357,793    5,506,588     851,205        596,893                1.51
     187            8/31/2006 (T-8 Ann.)      754,844      305,470     449,374        436,449                1.20
     188                 6/30/2006 (TTM)      681,062      157,206     523,856        505,379                1.37
     189                                      676,955      217,817     459,138        445,702                1.24
     190                 7/31/2006 (TTM)    1,746,304    1,006,504     739,800        669,948                1.37
     191                                      578,382      114,771     463,611        427,163                1.51
     192                 8/31/2006 (TTM)      510,912       78,160     432,751        414,854                1.29
     193            7/31/2006 (T-7 Ann.)      729,248      309,389     419,859        412,467                1.31
     194            4/30/2006 (T-3 Ann.)      683,720      191,517     492,203        446,518                1.40
     195                 9/30/2006 (TTM)    2,687,111    2,048,356     638,755        504,399                1.41
     196                 3/31/2006 (TTM)      881,453      455,323     426,130        399,326                1.21
     197                 6/30/2006 (TTM)      628,484      236,493     391,991        389,137                1.21
     198                 5/31/2006 (TTM)      602,174      102,087     500,087        477,494                1.46
     199                                      638,733      171,162     467,571        435,411                1.44
     200            9/30/2006 (T-9 Ann.)      460,959       76,446     384,513        373,126                1.25
     201                 9/30/2006 (TTM)      588,031      194,776     393,255        375,255                1.35
     202                 7/31/2006 (TTM)      533,827      162,655     371,172        346,879                1.20
     203                 8/31/2006 (TTM)      833,204      460,876     372,328        338,828                1.17
     204                 7/31/2006 (TTM)      560,413      143,279     417,134        399,878                1.37
     205                                      518,412      146,603     371,809        351,526                1.25
     206                                      827,257      241,759     585,498        562,296                1.36
     207            9/30/2006 (T-9 Ann.)      429,409       86,232     343,176        328,054                1.22
     208                 5/31/2006 (TTM)      685,597      310,243     375,354        361,104                1.26
     209            7/31/2006 (T-7 Ann.)      486,988      124,291     362,697        341,784                1.24
     210                 6/30/2006 (TTM)    1,406,585      939,144     467,441        398,720                1.37
     211                                      486,664       89,467     397,197        371,276                1.37
     212                 5/31/2006 (TTM)    1,156,486      571,055     585,431        510,854                1.75
     213                 5/31/2006 (TTM)    1,005,540      601,364     404,176        348,176                1.29
     214            8/31/2006 (T-8 Ann.)      561,151      228,596     332,555        300,054                1.15
     215                     12/31/2005       485,801      160,144     325,657        312,772                1.21
     216            7/30/2006 (T-7 Ann.)      721,179      389,440     331,739        301,739                1.20
     217                 6/30/2006 (TTM)      549,237      219,905     329,332        322,889                1.22
     218            7/31/2006 (T-7 Ann.)      555,924      172,846     383,078        373,490                1.46
     219           Annualized 6/30/2006       551,475      166,259     385,216        369,598                1.34
     220           Annualized 8/31/2006       497,276       84,517     412,759        392,232                1.32
     221            8/31/2006 (T-8 Ann.)      559,512      192,000     367,512        347,766                1.42
     222            9/30/2006 (T-9 Ann.)      472,618       95,793     376,825        318,802                1.20
    222.01          9/30/2006 (T-9 Ann.)      119,880       19,950      99,930         75,158
    222.02          9/30/2006 (T-9 Ann.)      119,365       23,633      95,732         86,711
    222.03          9/30/2006 (T-9 Ann.)      104,234       24,416      79,818         71,011
    222.04          9/30/2006 (T-9 Ann.)       69,120       17,653      51,467         41,122
    222.05          9/30/2006 (T-9 Ann.)       60,019       10,141      49,878         44,800
     223            8/25/2006 (T-8 Ann.)      457,300      131,083     326,217        313,717                1.29
     224                                      425,131      107,466     317,665        297,015                1.27
     225           12/31/2006 (T-6 Ann.)      616,698      279,259     337,439        327,567                1.39
                    4/30/2006 (T-4 Ann.)      409,471       92,591     316,880        289,013                1.20
     226            4/30/2006 (T-4 Ann.)      301,890       71,162     230,728        211,712                1.20
     227            4/30/2006 (T-4 Ann.)      107,581       21,429      86,152         77,301                1.20
     228          Annualized 05/31/2006       537,815      213,831     323,984        305,542                1.27
     229                                      288,750        8,663     280,088        280,088                1.20
     230            7/31/2006 (T-7 Ann.)      438,252      145,080     293,172        275,327                1.23
     231                 8/31/2006 (TTM)      544,943      146,099     398,844        358,914                1.42
     232                                      337,411       65,833     271,578        257,843                1.18
     233                     12/31/2005       605,564      279,320     326,244        289,244                1.29
     234                                      332,081       72,787     259,295        250,323                1.20
     235                                      363,319       85,110     278,209        258,225                1.27
     236             4/30/2006 (T6-Ann.)      718,196      291,722     426,474        417,274                2.03
     237            6/30/2006 (T-6 Ann.)      490,946      216,953     273,993        240,761                1.21
     238            8/31/2006 (T-8 Ann.)      498,832      243,241     255,591        248,738                1.32
     239                                      541,009      272,047     268,962        232,462                1.20
     240                     12/31/2005       356,948      125,786     231,162        228,112                1.20
     241                                      357,924      107,778     250,146        245,346                1.35
     242                     12/31/2005       577,775      218,923     358,852        339,913                1.86
     243           12/31/2006 (T-6 Ann.)      355,302      123,210     232,092        215,199                1.22
     244                 7/31/2006 (TTM)      422,876      200,435     222,440        211,940                1.21
     245                  8/31/2006(TTM)      462,443      201,744     260,699        249,660                1.42
     246           Annualized 7/31/2006       390,712      115,411     275,301        256,677                1.24
     247                     12/31/2005       405,465       73,021     332,444        290,315                1.66
     248                 9/29/2006 (TTM)      308,707       91,305     217,402        207,146                1.20
     249                                      300,033       68,131     231,902        213,367                1.21
     250                 3/31/2006 (TTM)      425,272      208,336     216,936        214,361                1.20
     251                                      263,425       47,345     216,080        203,458                1.22
     252                                      292,077       87,290     204,787        198,836                1.20
     253            7/31/2006 (T-7 Ann.)      543,466      143,491     399,975        393,839                2.48
     254                 8/31/2006 (TTM)      359,275      147,469     211,806        188,213                1.20
     255                     12/31/2005     1,061,904      788,171     273,733        234,746                1.34
     256                 7/31/2006 (TTM)      285,683       93,215     192,468        181,140                1.21
     257                                      255,570       54,028     201,542        190,198                1.30
     258                                      340,862       85,157     255,705        243,639                1.65
     259                 6/30/2006 (TTM)      466,192      275,474     190,719        173,219                1.19
     260                                      250,933       79,408     171,525        165,841                1.21
     261                 6/30/2006 (TTM)      301,245      124,347     176,898        167,598                1.21
     262                                      236,330       46,271     190,059        174,056                1.22
     263            5/31/2006 (T-5 Ann.)      233,036       64,265     168,771        154,289                1.20
     264                                      182,157       22,032     160,125        153,413                1.27
     265                     12/31/2005       243,908       61,301     182,607        164,941                1.28
     266           Annualized 6/30/2006       220,704       47,419     173,285        153,552                1.33
     267            6/30/2006 (T-6 Ann.)      209,075       62,702     146,373        133,822                1.20
     268                                      327,621       85,927     241,694        219,832                1.97
     269            5/31/2006 (T-5 Ann.)      221,753       74,791     146,962        136,490                1.24
     270                                      188,887       48,100     140,787        133,162                1.24
     271                                      198,844       64,634     134,210        126,119                1.35
     272                                      151,297       33,392     117,905        108,893                1.27
     273                 7/31/2006 (TTM)      143,750       44,448      99,302         94,302                1.20
     274                     12/31/2005       196,154       40,608     155,546        147,272                2.36
     275                 6/31/2006 (TTM)      179,978       92,426      87,552         82,722                1.20
     276                 6/30/2006 (TTM)      178,000       83,331      94,669         87,169                1.27
     277            6/30/2006 (T-6 Ann.)      154,967       73,997      80,970         77,227                1.29


                                                                                                      CUT-OFF DATE     MATURITY/ARD
                     CUT-OFF DATE             ORIGINAL          ORIGINAL BALANCE     CUT-OFF DATE       BALANCE          BALANCE
    LOAN #      LTV (%)(3),(4),(8),(9)  BALANCE ($)(3),(10)     PER UNIT ($)(3)     BALANCE ($)(3)  PER UNIT ($)(3)  ($)(3),(4),(10)
--------------  ----------------------  -------------------  ---------------------  --------------  ---------------  ---------------

      1                           59.6          387,500,000             182,869.28     387,500,000       182,869.28      387,500,000
      2                           77.6          225,000,000                 164.52     225,000,000           164.52      225,000,000
     2.01                                       113,275,862                            113,275,862                       113,275,862
     2.02                                       111,724,138                            111,724,138                       111,724,138
                                  76.6          224,400,000                 107.70     224,400,000           107.70      224,400,000
      3                           76.6           92,000,000                 107.70      92,000,000           107.70       92,000,000
      4                           76.6           47,900,000                 107.70      47,900,000           107.70       47,900,000
     4.01                                        27,947,894                             27,947,894                        27,947,894
     4.02                                        19,952,106                             19,952,106                        19,952,106
      5                           76.6           28,800,000                 107.70      28,800,000           107.70       28,800,000
      6                           76.6           28,000,000                 107.70      28,000,000           107.70       28,000,000
      7                           76.6           18,900,000                 107.70      18,900,000           107.70       18,900,000
      8                           76.6            8,800,000                 107.70       8,800,000           107.70        8,800,000
      9                           69.5          195,000,000                 468.66     194,612,784           467.73      181,483,388
      10                          78.9          140,000,000                 328.67     140,000,000           328.67      140,000,000
      11                          78.6          125,000,000                 187.83     125,000,000           187.83      125,000,000
      12                          51.0          100,000,000                 329.97     100,000,000           329.97      100,000,000
    12.01                                        11,540,000                             11,540,000                        11,540,000
    12.02                                        10,500,000                             10,500,000                        10,500,000
    12.03                                        10,000,000                             10,000,000                        10,000,000
    12.04                                         8,415,342                              8,415,342                         8,415,342
    12.05                                         8,155,000                              8,155,000                         8,155,000
    12.06                                         7,300,000                              7,300,000                         7,300,000
    12.07                                         5,600,000                              5,600,000                         5,600,000
    12.08                                         5,440,591                              5,440,591                         5,440,591
    12.09                                         5,100,000                              5,100,000                         5,100,000
    12.10                                         5,000,000                              5,000,000                         5,000,000
    12.11                                         4,950,000                              4,950,000                         4,950,000
    12.12                                         4,725,000                              4,725,000                         4,725,000
    12.13                                         4,084,409                              4,084,409                         4,084,409
    12.14                                         3,160,000                              3,160,000                         3,160,000
    12.15                                         2,800,000                              2,800,000                         2,800,000
    12.16                                         1,490,000                              1,490,000                         1,490,000
    12.17                                         1,284,658                              1,284,658                         1,284,658
    12.18                                           455,000                                455,000                           455,000
      13                          74.4           67,000,000              60,743.43      67,000,000        60,743.43       58,523,271
    13.01                                         8,797,500                              8,797,500                         7,684,455
    13.02                                         6,720,000                              6,720,000                         5,869,797
    13.03                                         6,480,000                              6,480,000                         5,660,161
    13.04                                         6,240,000                              6,240,000                         5,450,526
    13.05                                         5,760,000                              5,760,000                         5,031,254
    13.06                                         5,360,000                              5,360,000                         4,681,862
    13.07                                         4,290,000                              4,290,000                         3,747,236
    13.08                                         3,693,000                              3,693,000                         3,225,768
    13.09                                         3,172,500                              3,172,500                         2,771,121
    13.10                                         3,168,000                              3,168,000                         2,767,190
    13.11                                         3,014,000                              3,014,000                         2,632,674
    13.12                                         2,945,000                              2,945,000                         2,572,403
    13.13                                         2,880,000                              2,880,000                         2,515,627
    13.14                                         2,720,000                              2,720,000                         2,375,870
    13.15                                         1,760,000                              1,760,000                         1,537,328
      14                          67.5           61,750,000                 178.62      61,750,000           178.62       61,750,000
      15                          72.1           56,250,000                 168.58      56,250,000           168.58       56,250,000
      16                          78.5           50,250,000                  90.39      50,250,000            90.39       47,945,597
      17                          41.8           50,000,000                  59.94      50,000,000            59.94       50,000,000
      18                          79.3           46,500,000                  56.52      46,364,964            56.35       39,301,910
      19                          78.6           46,000,000                 282.20      46,000,000           282.20       46,000,000
      20                          64.5           45,600,000                 218.54      45,600,000           218.54       45,600,000
      21                          64.1           44,200,000                 385.24      44,200,000           385.24       44,200,000
      22                          76.6           41,400,000                  99.13      41,400,000            99.13       38,852,944
      23                          71.4           41,000,000             164,000.00      41,000,000       164,000.00       38,508,291
      24                          79.2           41,000,000             105,128.21      41,000,000       105,128.21       41,000,000
      25                          71.9           40,500,000                 238.99      40,500,000           238.99       37,932,252
      26                          78.1           39,050,000                 212.00      39,050,000           212.00       36,144,022
      27                          69.9           37,400,000                 217.69      37,400,000           217.69       34,897,888
      28                          78.8           33,500,000             107,371.79      33,500,000       107,371.79       31,322,572
      29                          61.3           33,200,000                 169.44      33,200,000           169.44       33,200,000
      30                          74.3           32,900,000                  68.40      32,687,624            67.96       29,711,545
      31                          74.9           32,000,000                 160.45      32,000,000           160.45       31,645,414
      32                          70.2           31,100,000                 142.97      31,100,000           142.97       31,100,000
      33                          71.9           30,900,000                 154.55      30,900,000           154.55       30,900,000
      34                          76.8           28,550,000                 169.67      28,550,000           169.67       28,550,000
      35                          67.9           28,000,000             121,739.13      27,959,096       121,561.29       21,624,076
      36                          76.9           26,000,000              63,569.68      26,000,000        63,569.68       23,772,335
      37                          69.1           25,750,000                 157.04      25,750,000           157.04       25,750,000
      38                          68.6           25,600,000             243,809.52      25,600,000       243,809.52       23,147,522
      39                          60.6           25,500,000                 137.65      25,500,000           137.65       25,500,000
      40                          77.0           25,400,000                  98.77      25,400,000            98.77       23,005,488
      41                          70.4           25,200,000             208,264.46      25,200,000       208,264.46       22,785,842
      42                          65.6           24,200,000             165,753.42      24,200,000       165,753.42       21,881,641
      43                          79.9           23,500,000                  86.93      23,500,000            86.93       21,930,665
      44                          61.3           23,290,000                 184.69      23,290,000           184.69       23,290,000
      45                          62.0           22,500,000                  82.30      22,500,000            82.30       21,060,094
      46                          56.3           22,500,000                 146.08      22,500,000           146.08       22,500,000
      47                          75.9           22,390,000              79,964.29      22,390,000        79,964.29       20,275,289
      48                          76.6           22,200,000              68,944.10      22,200,000        68,944.10       20,290,511
      49                          60.4           21,600,000                 144.86      21,600,000           144.86       21,600,000
      50                          67.4           21,450,000             132,407.41      21,450,000       132,407.41       18,967,834
      51                          69.9           21,375,000                 288.62      21,375,000           288.62       19,278,449
      52                          56.0           21,040,000                 201.60      21,040,000           201.60       21,040,000
      53                          68.2           21,000,000                 130.97      21,000,000           130.97       19,656,088
    53.01                                        13,090,000                             13,090,000                        12,252,295
    53.02                                         4,200,000                              4,200,000                         3,931,218
    53.03                                         3,710,000                              3,710,000                         3,472,575
      54                          69.7           20,900,000                 326.58      20,900,000           326.58       18,850,039
    54.01                                        13,097,333                             13,097,333                        11,812,691
    54.02                                         7,802,667                              7,802,667                         7,037,348
      55                          64.9           20,000,000                 184.30      20,000,000           184.30       20,000,000
      56                          72.9           19,750,000                 100.23      19,750,000           100.23       16,581,027
      57                          69.6           19,700,000                 241.21      19,700,000           241.21       17,767,740
      58                          73.4           19,500,000                 109.66      19,500,000           109.66       18,284,171
    58.01                                        11,281,750                             11,281,750                        10,578,331
    58.02                                         8,218,250                              8,218,250                         7,705,841
      59                          62.3           19,500,000             108,333.33      19,500,000       108,333.33       18,217,771
      60                          76.1           19,400,000                  73.21      19,400,000            73.21       19,400,000
      61                          65.9           19,300,000                 147.06      19,300,000           147.06       19,300,000
      62                          74.0           19,250,000             296,153.85      19,250,000       296,153.85       17,197,267
      63                          75.1           19,140,000                 135.82      19,140,000           135.82       16,991,512
      64                          56.7           19,000,000                 250.83      19,000,000           250.83       16,833,863
      65                          80.0           18,640,000                  94.27      18,640,000            94.27       17,417,634
      66                          68.5           18,500,000                 191.37      18,500,000           191.37       18,500,000
      67                          74.0           18,500,000                  66.19      18,500,000            66.19       17,812,697
      68                          70.0           18,200,000                  78.66      18,200,000            78.66       18,200,000
      69                          79.7           18,000,000                 136.31      18,000,000           136.31       16,781,787
      70                          80.0           17,600,000                 262.89      17,600,000           262.89       15,653,259
      71                          66.0           17,150,000                 180.04      17,150,000           180.04       17,150,000
      72                          68.6           16,800,000                 148.03      16,800,000           148.03       16,800,000
      73                          80.0           16,800,000              73,684.21      16,800,000        73,684.21       15,388,074
      74                          64.2           16,700,000                 103.85      16,700,000           103.85       16,700,000
      75                          78.1           16,500,000  Various                    16,500,000  Various               14,837,626
    75.01                                         4,115,000                              4,115,000                         3,700,414
    75.02                                         2,935,000                              2,935,000                         2,639,299
    75.03                                         2,840,000                              2,840,000                         2,553,870
    75.04                                         1,920,000                              1,920,000                         1,726,560
    75.05                                         1,775,000                              1,775,000                         1,596,169
    75.06                                         1,160,000                              1,160,000                         1,043,130
    75.07                                         1,135,000                              1,135,000                         1,020,649
    75.08                                           620,000                                620,000                           557,535
      76                          69.8           16,325,000                 280.15      16,325,000           280.15       14,732,440
                                  65.0           16,320,000              23,652.17      16,310,669        23,638.65       14,282,705
      77                          65.0           11,120,000              23,652.17      11,120,000        23,638.65        9,861,327
      78                          65.0            5,200,000              23,652.17       5,190,669        23,638.65        4,421,378
      79                          79.7           16,250,000  Various                    16,248,371  Various               14,499,643
Loan Component                    79.7           12,350,000              50,408.16      12,350,000        50,408.16       11,102,850
Loan Component                    79.7            2,500,000              32,894.74       2,500,000        32,894.74        2,247,540
Loan Component                    79.7            1,400,000                  79.55       1,398,371            79.45        1,149,252
      80                          78.8           16,000,000                  73.94      16,000,000            73.94       15,013,414
      81                          74.4           16,000,000                 288.27      16,000,000           288.27       14,571,311
      82                          66.8           15,700,000                 187.71      15,700,000           187.71       14,682,993
      83                          76.9           15,300,000                  94.58      15,300,000            94.58       13,757,699
      84                          79.3           15,200,000  Various                    15,200,000  Various               13,215,249
    84.01                                        13,621,294                             13,621,294                        11,842,684
    84.02                                         1,578,706                              1,578,706                         1,372,565
      85                          75.4           15,000,000                  79.37      15,000,000            79.37       13,231,479
      86                          73.1           15,000,000                 138.99      14,983,888           138.84       12,569,118
      87                          78.9           15,000,000                 149.93      14,981,286           149.74       12,103,241
      88                          62.6           14,950,000              46,284.83      14,950,000        46,284.83       14,020,982
      89                          67.7           14,900,000                 140.85      14,831,913           140.21       12,494,430
    89.01                                         9,661,187                              9,617,039                         8,101,412
    89.02                                         5,238,813                              5,214,873                         4,393,019
      90                          67.8           14,800,000              97,368.42      14,774,755        97,202.34       12,665,213
      91                          64.4           14,500,000              54,924.24      14,500,000        54,924.24       13,542,869
      92                          70.2           14,500,000                 226.51      14,468,283           226.01       13,146,036
      93                          74.3           14,399,000             115,192.00      14,347,478       114,779.82       12,256,119
      94                          64.8           14,250,000                  80.17      14,250,000            80.17       14,250,000
      95                          71.5           14,200,000                 158.32      14,200,000           158.32       12,829,748
      96                          80.0           14,200,000              64,840.18      14,200,000        64,840.18       14,200,000
      97                          77.8           14,000,000                 202.28      14,000,000           202.28       14,000,000
      98                          71.8           14,000,000                  88.32      14,000,000            88.32       14,000,000
      99                          63.1           14,000,000              56,451.61      14,000,000        56,451.61       13,104,792
     100                          68.6           14,000,000             112,903.23      13,985,441       112,785.82       11,792,375
     101                          64.2           13,800,000                 128.05      13,800,000           128.05       13,800,000
     102                          72.1           13,700,000              55,241.94      13,700,000        55,241.94       12,420,023
     103                          66.2           13,575,000                 407.35      13,575,000           407.35       13,575,000
     104                          78.8           13,400,000                 304.33      13,400,000           304.33       12,935,818
     105                          78.8           13,000,000                  76.44      13,000,000            76.44       13,000,000
     106                          81.9           12,700,000              72,159.09      12,679,522        72,042.74       10,942,791
    106.01                                        7,727,017                              7,714,557                         6,657,884
    106.02                                        1,716,371                              1,713,603                         1,478,889
    106.03                                        1,155,481                              1,153,618                           995,605
    106.04                                        1,110,357                              1,108,567                           956,725
    106.05                                          498,376                                497,572                           429,419
    106.06                                          492,398                                491,604                           424,268
     107                          74.6           12,575,000             103,925.62      12,530,004       103,553.75       10,703,569
     108                          59.5           12,500,000                 262.25      12,500,000           262.25       11,670,118
     109                          74.7           12,200,000             118,446.60      12,179,142       118,244.10       10,437,263
     110                          35.0           12,000,000              85,106.38      12,000,000        85,106.38       10,068,392
     111                          69.5           11,950,000                 103.91      11,950,000           103.91       10,822,681
                                  68.9           11,880,000                 113.63      11,846,073           113.31       10,064,727
     112                          68.9            6,960,000                 113.63       6,940,124           113.31        5,896,507
     113                          68.9            4,920,000                 113.63       4,905,950           113.31        4,168,220
     114                          67.6           11,825,000                 112.53      11,825,000           112.53       11,825,000
     115                          75.0           11,325,000                 130.35      11,325,000           130.35       10,159,859
     116                          75.8           11,145,000                 314.32      11,134,678           314.03        9,554,722
     117                          61.1           11,000,000                 275.25      11,000,000           275.25        9,969,349
     118                          70.0           11,000,000              67,073.17      10,989,462        67,008.91        9,383,391
     119                          78.5           10,960,000                 254.22      10,949,358           253.97        9,330,353
     120                          53.8           10,750,000                 212.05      10,750,000           212.05       10,029,361
     121                          69.9           10,200,000                 243.93      10,200,000           243.93        9,204,954
     122                          77.5           10,070,000                 247.41      10,070,000           247.41        7,861,630
     123                          77.9            9,900,000                  88.45       9,887,782            88.34        8,879,184
     124                          72.8            9,716,000              83,758.62       9,681,234        83,458.92        8,270,050
     125                          79.1            9,500,000                 124.59       9,488,148           124.43        7,665,386
     126                          76.4            9,400,000                 112.88       9,400,000           112.88        8,818,328
     127                          69.9            9,300,000              10,043.20       9,290,917        10,033.39        7,910,273
     128                          74.3            9,135,000              23,483.29       9,135,000        23,483.29        8,360,225
     129                          79.9            9,100,000                 404.19       9,090,225           403.76        7,625,265
     130                          76.1            9,000,000              42,452.83       9,000,000        42,452.83        9,000,000
     131                          67.7            9,000,000              44,554.46       9,000,000        44,554.46        9,000,000
     132                          77.0            9,200,000                  61.34       8,967,247            59.79        6,965,422
    132.01                                        4,960,000                              4,834,516                         3,755,271
    132.02                                        4,240,000                              4,132,731                         3,210,151
     133                          80.0            8,800,000                 124.63       8,800,000           124.63        7,967,243
     134                          74.3            8,798,000              79,981.82       8,766,519        79,695.63        7,488,668
     135                          79.7            8,750,000                 351.41       8,750,000           351.41        8,184,232
     136                          50.0            8,700,000                  88.21       8,700,000            88.21        8,700,000
     137                          74.5            8,663,000              71,595.04       8,646,028        71,454.78        7,761,985
     138                          79.6            8,600,000                 171.28       8,600,000           171.28        6,603,835
     139                          71.1            8,600,000                  90.69       8,600,000            90.69        8,600,000
     140                          59.6            8,400,000                 157.65       8,400,000           157.65        7,444,160
     141                          74.3            8,400,000              70,588.24       8,392,347        70,523.92        7,904,354
     142                          75.9            8,350,000              59,642.86       8,342,016        59,585.83        7,124,899
     143                          68.8            8,200,000              46,590.91       8,192,294        46,547.13        7,014,979
     144                          58.7            8,100,000              92,045.45       8,100,000        92,045.45        7,578,288
     145                          69.6            8,000,000                  32.87       8,000,000            32.87        7,039,738
     146                          70.1            8,000,000              30,303.03       7,992,005        30,272.75        6,780,640
    146.01                                        4,280,702                              4,276,424                         3,628,237
    146.02                                        3,719,298                              3,715,581                         3,152,403
     147                          50.8            7,900,000                 526.49       7,900,000           526.49        7,402,021
     148                          66.6            7,800,000                 105.82       7,789,141           105.68        6,087,182
     149                          73.5            7,800,000                 115.71       7,786,023           115.50        6,633,229
     150                          67.2            7,700,000                 118.82       7,689,392           118.65        6,022,650
     151                          65.8            7,500,000                  46.76       7,500,000            46.76        6,777,689
     152                          79.3            7,300,000              39,673.91       7,300,000        39,673.91        6,170,850
     153                          45.5            7,300,000                  79.34       7,253,356            78.83          118,935
     154                          79.8            7,100,000                 104.26       7,100,000           104.26        6,641,191
     155                          64.0            7,100,000                 131.27       7,100,000           131.27        6,428,610
     156                          49.9            7,100,000              65,740.74       7,090,611        65,653.80        6,769,182
     157                          80.2            6,900,000                 108.94       6,900,000           108.94        6,255,884
     158                          78.6            6,800,000                 123.99       6,800,000           123.99        6,387,778
     159                          47.9            6,700,000                 101.52       6,700,000           101.52        5,937,604
     160                          75.9            6,600,000                 138.82       6,600,000           138.82        6,271,408
    160.01                                        3,960,000                              3,960,000                         3,762,845
    160.02                                        2,640,000                              2,640,000                         2,508,563
     161                          59.0            6,500,000                  45.77       6,493,615            45.73        5,523,849
     162                          57.5            6,500,000                  45.77       6,493,615            45.73        5,523,849
     163                          45.7            6,500,000                  87.61       6,487,981            87.45        5,504,976
     164                          67.7            6,295,000                 164.09       6,295,000           164.09        6,295,000
     165                          52.6            6,000,000                 429.00       6,000,000           429.00        5,027,099
     166                          47.2            6,000,000                  96.72       6,000,000            96.72        6,000,000
     167                          78.4            6,000,000                 139.53       6,000,000           139.53        4,990,196
     168                          73.2            6,000,000              62,500.00       6,000,000        62,500.00        5,605,245
     169                          74.9            6,000,000              21,052.63       5,989,537        21,015.92        5,628,236
     170                          69.3            5,925,000              35,692.77       5,925,000        35,692.77        5,384,177
     171                          65.6            5,900,000                  76.09       5,900,000            76.09        5,440,306
     172                          78.3            5,850,000                 292.50       5,850,000           292.50        5,318,152
     173                          49.5            5,800,000                  36.40       5,794,475            36.36        4,951,880
     174                          55.5            5,800,000                 157.39       5,794,443           157.24        4,947,606
    174.01                                        3,413,397                              3,410,127                         2,911,749
    174.02                                        2,386,603                              2,384,316                         2,035,857
     175                          79.9            5,750,000                 161.98       5,750,000           161.98        5,201,396
     176                          57.6            5,700,000                 541.05       5,700,000           541.05        5,340,699
     177                          75.3            5,650,000              30,053.19       5,650,000        30,053.19        5,009,346
     178                          80.0            5,600,000                  68.53       5,600,000            68.53        4,959,915
     179                          80.0            5,600,000                  93.29       5,600,000            93.29        4,995,656
     180                          77.4            5,575,000                 104.77       5,575,000           104.77        5,052,306
     181                          73.3            5,500,000              26,829.27       5,500,000        26,829.27        4,856,384
     182                          73.3            5,500,000                 119.78       5,495,152           119.67        4,748,899
     183                          77.4            5,500,000              38,194.44       5,494,514        38,156.35        4,663,065
     184                          78.2            5,400,000             135,000.00       5,394,675       134,866.89        4,586,359
     185                          58.8            5,300,000              15,056.82       5,292,867        15,036.55        4,165,868
     186                          36.7            5,250,000              99,056.60       5,241,234        98,891.21        4,504,609
     187                          72.6            5,225,000             111,170.21       5,225,000       111,170.21        4,689,811
     188                          72.9            5,100,000                 129.52       5,100,000           129.52        4,776,728
     189                          75.7            5,000,000             100,000.00       4,995,015        99,900.30        4,239,400
     190                          68.3            4,800,000              64,000.00       4,783,565        63,780.87        3,673,567
     191                          74.4            4,500,000                 104.55       4,500,000           104.55        3,950,748
     192                          70.3            4,500,000                 247.39       4,500,000           247.39        4,207,000
     193                          71.9            4,500,000                  62.79       4,500,000            62.79        3,965,134
     194                          67.2            4,500,000                 129.48       4,500,000           129.48        3,976,533
     195                          74.6            4,481,250              30,484.69       4,475,134        30,443.09        3,511,981
     196                          58.6            4,450,000                 176.41       4,450,000           176.41        4,295,850
     197                          79.6            4,400,000                 228.23       4,400,000           228.23        4,057,830
     198                          75.9            4,250,000                  52.92       4,250,000            52.92        3,887,981
     199                          57.0            4,230,000                  90.76       4,218,517            90.51        3,828,280
     200                          79.9            4,215,000                 158.76       4,215,000           158.76        3,935,350
     201                          61.5            4,000,000              55,555.56       4,000,000        55,555.56        3,362,278
     202                          67.8            4,000,000                 141.57       4,000,000           141.57        3,545,360
     203                          79.9            4,000,000              29,850.75       3,996,063        29,821.37        3,398,298
     204                          71.3            4,000,000                 156.92       3,992,848           156.64        3,402,649
     205                          56.8            4,000,000                 192.60       3,992,388           192.24        3,374,566
     206                          42.7            3,950,000                  92.66       3,924,761            92.07           64,356
     207                          64.6            3,810,000                 113.80       3,810,000           113.80        3,557,220
     208                          62.7            3,800,000                  40.00       3,800,000            40.00        3,399,472
     209                          63.3            3,805,000                 230.63       3,798,120           230.22        3,232,040
     210                          69.0            3,800,000              52,777.78       3,793,944        52,693.67        3,582,191
     211                          70.1            3,750,000                 142.05       3,750,000           142.05        3,185,247
     212                          45.1            3,750,000                  63.40       3,739,867            63.23        2,909,197
     213                          76.6            3,750,000              23,437.50       3,739,338        23,370.86        3,178,968
     214                          59.0            3,600,000                 109.07       3,600,000           109.07        3,192,479
     215                          66.7            3,600,000                 479.62       3,600,000           479.62        3,053,347
     216                          71.3            3,600,000              30,000.00       3,600,000        30,000.00        3,169,661
     217                          74.6            3,600,000                  56.58       3,593,708            56.48        3,071,282
     218                          62.5            3,500,000                  36.52       3,500,000            36.52        3,049,416
     219                          60.3            3,500,000                 135.60       3,495,103           135.41        2,728,532
     220                          79.4            3,500,000                  83.33       3,492,271            83.15        2,279,551
     221                          76.7            3,400,000                 138.53       3,396,615           138.39        2,883,471
     222                          70.7            3,375,000                  63.38       3,375,000            63.38        2,931,923
    222.01                                          901,178                                901,178                           782,870
    222.02                                          865,838                                865,838                           752,169
    222.03                                          689,136                                689,136                           598,665
    222.04                                          477,094                                477,094                           414,460
    222.05                                          441,754                                441,754                           383,760
     223                          52.9            3,300,000              66,000.00       3,291,076        65,821.51        2,816,709
     224                          78.8            3,230,000                 101.67       3,230,000           101.67        2,809,634
     225                          75.9            3,220,000                  49.03       3,220,000            49.03        2,863,864
                                  70.6            3,200,000                 106.78       3,197,052           106.68        2,745,510
     226                          70.6            2,350,000                 106.78       2,347,817           106.68        2,013,823
     227                          70.6              850,000                 106.78         849,235           106.68          731,687
     228                          79.2            3,200,000                 170.66       3,191,676           170.21        2,745,404
     229                          76.1            3,140,000                 104.67       3,137,050           104.57        2,686,301
     230                          77.5            3,100,000                 165.03       3,100,000           165.03        2,751,365
     231                          56.6            3,000,000                  64.64       3,000,000            64.64        1,948,828
     232                          77.9            3,000,000                 142.86       3,000,000           142.86        2,715,271
     233                          78.4            2,980,000              20,135.14       2,980,000        20,135.14        2,916,202
     234                          75.5            2,875,000                 224.61       2,869,825           224.21        2,443,511
     235                          75.4            2,830,000                 104.54       2,827,167           104.44        2,397,943
     236                          32.2            2,800,000                  37.61       2,795,084            37.54        2,387,395
     237                          63.0            2,650,000                  88.20       2,645,545            88.05        2,271,825
     238                          74.1            2,600,000                  57.73       2,600,000            57.73        2,209,731
     239                          76.9            2,575,200              17,638.36       2,575,200        17,638.36        2,520,068
     240                          79.3            2,550,000              41,803.28       2,536,847        41,587.65        2,183,100
     241                          57.7            2,500,000             104,166.67       2,497,549       104,064.55        2,125,178
     242                          46.2            2,500,000                  94.92       2,495,580            94.75        2,129,751
     243                          69.3            2,500,000                 160.01       2,495,221           159.70        2,107,836
     244                          62.8            2,450,000              58,333.33       2,450,000        58,333.33        2,291,648
     245                          62.8            2,450,000                  33.29       2,450,000            33.29        2,212,180
     246                          63.8            2,430,000                 114.82       2,424,640           114.57        1,583,274
     247                          41.3            2,400,000                  42.33       2,397,661            42.29        2,041,956
     248                          69.1            2,400,000                 263.45       2,397,624           263.19        2,170,051
     249                          65.1            2,400,000                 156.25       2,395,805           155.98        2,047,521
     250                          79.7            2,350,000              17,028.99       2,350,000        17,028.99        2,106,289
     251                          74.0            2,300,000                 322.44       2,293,578           321.54        1,954,640
     252                          75.8            2,245,000                 264.12       2,245,000           264.12        2,000,004
     253                          43.1            2,200,000                  53.78       2,200,000            53.78        2,059,209
     254                          72.1            2,200,000                  63.84       2,197,790            63.78        1,863,134
     255                          52.4            2,100,000              15,107.91       2,097,324        15,088.67        1,669,276
     256                          76.5            2,070,000              43,125.00       2,066,280        43,047.50        1,759,688
     257                          76.5            2,050,000                 200.65       2,050,000           200.65        1,775,972
     258                          42.5            2,040,000                 273.83       2,038,000           273.56        1,734,145
     259                          83.0            1,915,000              27,357.14       1,910,126        27,287.51        1,263,138
     260                          75.6            1,890,000                 253.49       1,890,000           253.49        1,678,946
     261                          73.9            1,870,000              62,333.33       1,870,000        62,333.33        1,699,190
     262                          70.5            1,875,000                 133.93       1,867,516           133.39        1,614,917
     263                          69.9            1,750,000                 133.39       1,746,941           133.16        1,492,984
     264                          75.1            1,730,000                 346.00       1,728,194           345.64        1,456,277
     265                          80.0            1,700,000                  60.93       1,700,000            60.93        1,549,736
     266                          80.0            1,600,000                  90.11       1,600,000            90.11        1,419,854
     267                          68.1            1,500,000                  32.08       1,497,455            32.03        1,284,478
     268                          48.0            1,500,000                  94.70       1,497,437            94.54        1,283,380
     269                          71.9            1,500,000                 150.00       1,495,891           149.59        1,278,107
     270                          76.8            1,460,000                 232.15       1,460,000           232.15        1,300,239
     271                          55.8            1,300,000                 161.51       1,297,634           161.22        1,103,273
     272                          63.9            1,150,000                  95.04       1,150,000            95.04        1,026,767
     273                          79.6            1,060,000              53,000.00       1,059,000        52,950.00          906,297
     274                          35.7            1,000,000                 138.10       1,000,000           138.10        1,000,000
     275                          79.1              920,000                  15.77         917,586            15.73          788,411
     276                          73.1              914,000              30,466.67         914,000        30,466.67          816,604
     277                          74.1              760,000                  26.25         759,360            26.23          660,332


                                                   % OF APPLICABLE     INTEREST                              NET
                    MATURITY        % OF INITIAL      LOAN GROUP        RATE %           ADMIN.           MORTGAGE       ACCRUAL
    LOAN #      LTV %(3),(8),(9)  POOL BALANCE(3)     BALANCE(3)    (3),(11),(12)  FEE %(3),(11),(13)  RATE %(3),(11)    TYPE(3)
--------------  ----------------  ---------------  ---------------  -------------  ------------------  --------------  ----------

      1               59.6              8.6%            49.1%           6.0700           0.0204            6.0496      Actual/360
      2               77.6              5.0%             6.0%           6.0500           0.0204            6.0296      Actual/360
     2.01                               2.5%             3.0%
     2.02                               2.5%             3.0%
                      76.6              5.0%             6.0%                                                          Actual/360
      3               76.6              2.0%             2.5%           5.8300           0.0204            5.8096      Actual/360
      4               76.6              1.1%             1.3%           5.8300           0.0204            5.8096      Actual/360
     4.01                               0.6%             0.7%
     4.02                               0.4%             0.5%
      5               76.6              0.6%             0.8%           5.8300           0.0204            5.8096      Actual/360
      6               76.6              0.6%             0.8%           5.8300           0.0204            5.8096      Actual/360
      7               76.6              0.4%             0.5%           5.8300           0.0204            5.8096      Actual/360
      8               76.6              0.2%             0.2%           5.8300           0.0204            5.8096      Actual/360
      9               64.8              4.3%             5.2%           5.6260           0.0204            5.6056      Actual/360
      10              78.9              3.1%             3.8%           5.5700           0.0204            5.5496      Actual/360
      11              78.6              2.8%             3.3%           5.8250           0.0204            5.8046      Actual/360
      12              51.0              2.2%             2.7%           5.8990           0.0204            5.8786      Actual/360
    12.01                               0.3%             0.3%
    12.02                               0.2%             0.3%
    12.03                               0.2%             0.3%
    12.04                               0.2%             0.2%
    12.05                               0.2%             0.2%
    12.06                               0.2%             0.2%
    12.07                               0.1%             0.2%
    12.08                               0.1%             0.1%
    12.09                               0.1%             0.1%
    12.10                               0.1%             0.1%
    12.11                               0.1%             0.1%
    12.12                               0.1%             0.1%
    12.13                               0.1%             0.1%
    12.14                               0.1%             0.1%
    12.15                               0.1%             0.1%
    12.16                               0.0%             0.0%
    12.17                               0.0%             0.0%
    12.18                               0.0%             0.0%
      13              65.0              1.5%             1.8%           6.2500           0.0204            6.2296      Actual/360
    13.01                               0.2%             0.2%
    13.02                               0.1%             0.2%
    13.03                               0.1%             0.2%
    13.04                               0.1%             0.2%
    13.05                               0.1%             0.2%
    13.06                               0.1%             0.1%
    13.07                               0.1%             0.1%
    13.08                               0.1%             0.1%
    13.09                               0.1%             0.1%
    13.10                               0.1%             0.1%
    13.11                               0.1%             0.1%
    13.12                               0.1%             0.1%
    13.13                               0.1%             0.1%
    13.14                               0.1%             0.1%
    13.15                               0.0%             0.0%
      14              67.5              1.4%             1.7%           5.4455           0.0204            5.4251      Actual/360
      15              72.1              1.2%             1.5%           5.4455           0.0204            5.4251      Actual/360
      16              74.9              1.1%             1.3%           5.8200           0.0204            5.7996      Actual/360
      17              41.8              1.1%             1.3%           5.5365           0.0204            5.5161      Actual/360
      18              67.2              1.0%             1.2%           5.8845           0.0304            5.8541      Actual/360
      19              78.6              1.0%             1.2%           5.6460           0.0204            5.6256      Actual/360
      20              64.5              1.0%             1.2%           5.4455           0.0204            5.4251      Actual/360
      21              64.1              1.0%             1.2%           5.4455           0.0204            5.4251      Actual/360
      22              71.9              0.9%             1.1%           6.2300           0.0204            6.2096      Actual/360
      23              67.1              0.9%             1.1%           6.2952           0.0204            6.2748      Actual/360
      24              79.2              0.9%             5.2%           5.7170           0.0204            5.6966      Actual/360
      25              67.4              0.9%             1.1%           6.0810           0.0204            6.0606      Actual/360
      26              72.3              0.9%             1.0%           5.2430           0.0204            5.2226      Actual/360
      27              65.2              0.8%             1.0%           5.8000           0.0454            5.7546      Actual/360
      28              73.7              0.7%             0.9%           5.9500           0.0204            5.9296      Actual/360
      29              61.3              0.7%             0.9%           5.4455           0.0204            5.4251      Actual/360
      30              67.5              0.7%             0.9%           5.9600           0.0204            5.9396      Actual/360
      31              74.1              0.7%             0.9%           6.1400           0.0204            6.1196      Actual/360
      32              70.2              0.7%             0.8%           5.4455           0.0204            5.4251      Actual/360
      33              71.9              0.7%             0.8%           5.4455           0.0204            5.4251      Actual/360
      34              76.7              0.6%             0.8%           5.4455           0.0204            5.4251      Actual/360
      35              52.5              0.6%             0.7%           5.9200           0.0204            5.8996      Actual/360
      36              70.3              0.6%             3.3%           6.2160           0.0204            6.1956      Actual/360
      37              69.1              0.6%             0.7%           5.4455           0.0204            5.4251      Actual/360
      38              62.1              0.6%             0.7%           6.0290           0.0204            6.0086      Actual/360
      39              60.6              0.6%             0.7%           5.4455           0.0204            5.4251      Actual/360
      40              69.7              0.6%             0.7%           6.1202           0.0604            6.0598      Actual/360
      41              63.6              0.6%             0.7%           6.0290           0.0204            6.0086      Actual/360
      42              59.3              0.5%             0.6%           6.0290           0.0204            6.0086      Actual/360
      43              74.6              0.5%             0.6%           5.8100           0.0204            5.7896      Actual/360
      44              61.3              0.5%             0.6%           5.4455           0.0204            5.4251      Actual/360
      45              58.0              0.5%             0.6%           6.0300           0.0504            5.9796      Actual/360
      46              56.3              0.5%             0.6%           5.3855           0.0204            5.3651      Actual/360
      47              68.7              0.5%             2.8%           6.1100           0.0504            6.0596      Actual/360
      48              70.0              0.5%             2.8%           6.1000           0.0204            6.0796      Actual/360
      49              60.4              0.5%             0.6%           5.4455           0.0204            5.4251      Actual/360
      50              59.6              0.5%             0.6%           5.9050           0.0204            5.8846      Actual/360
      51              63.0              0.5%             0.6%           5.9000           0.0204            5.8796      Actual/360
      52              56.0              0.5%             0.6%           5.4455           0.0204            5.4251      Actual/360
      53              63.8              0.5%             0.6%           6.0300           0.0204            6.0096      Actual/360
    53.01                               0.3%             0.4%
    53.02                               0.1%             0.1%
    53.03                               0.1%             0.1%
      54              62.8              0.5%             0.6%           5.9000           0.0204            5.8796      Actual/360
    54.01                               0.3%             0.4%
    54.02                               0.2%             0.2%
      55              64.9              0.4%             0.5%           5.4400           0.0204            5.4196      Actual/360
      56              61.2              0.4%             0.5%           5.6600           0.0204            5.6396      Actual/360
      57              62.8              0.4%             0.5%           5.9000           0.0204            5.8796      Actual/360
      58              68.8              0.4%             0.5%           6.1630           0.0204            6.1426      Actual/360
    58.01                               0.2%             0.3%
    58.02                               0.2%             0.2%
      59              58.2              0.4%             2.5%           4.6500           0.0204            4.6296      Actual/360
      60              76.1              0.4%             0.5%           5.7900           0.0204            5.7696      Actual/360
      61              65.9              0.4%             0.5%           5.4455           0.0204            5.4251      Actual/360
      62              66.1              0.4%             0.5%           6.3630           0.0204            6.3426      Actual/360
      63              66.6              0.4%             0.5%           5.6260           0.0204            5.6056      Actual/360
      64              50.3              0.4%             0.5%           5.9900           0.0204            5.9696      Actual/360
      65              74.8              0.4%             0.5%           5.9070           0.0204            5.8866      Actual/360
      66              68.5              0.4%             0.5%           5.4455           0.0204            5.4251      Actual/360
      67              71.3              0.4%             0.5%           5.9100           0.0204            5.8896      Actual/360
      68              70.0              0.4%             0.5%           5.4455           0.0204            5.4251      Actual/360
      69              74.3              0.4%             0.5%           5.7400           0.0204            5.7196      Actual/360
      70              71.2              0.4%             0.5%           5.6950           0.0204            5.6746      Actual/360
      71              66.0              0.4%             0.5%           5.4455           0.0204            5.4251      Actual/360
      72              68.6              0.4%             0.5%           5.3855           0.0204            5.3651      Actual/360
      73              73.3              0.4%             2.1%           6.2500           0.0204            6.2296      Actual/360
      74              64.2              0.4%             0.4%           5.4455           0.0204            5.4251      Actual/360
      75              70.2              0.4%             0.4%           5.7500           0.0204            5.7296      Actual/360
    75.01                               0.1%             0.1%
    75.02                               0.1%             0.1%
    75.03                               0.1%             0.1%
    75.04                               0.0%             0.1%
    75.05                               0.0%             0.0%
    75.06                               0.0%             0.0%
    75.07                               0.0%             0.0%
    75.08                               0.0%             0.0%
      76              63.0              0.4%             0.4%           5.9300           0.0204            5.9096      Actual/360
                      57.0              0.4%             2.1%                                                          Actual/360
      77              57.0              0.2%             1.4%           6.0300           0.0204            6.0096      Actual/360
      78              57.0              0.1%             0.7%           6.0840           0.0204            6.0636      Actual/360
      79              71.1              0.4%             0.4%           5.7572           0.0204            5.7368      Actual/360
Loan Component        71.1              0.3%             0.3%           5.7400           0.0204            5.7196      Actual/360
Loan Component        71.1              0.1%             0.1%           5.7400           0.0204            5.7196      Actual/360
Loan Component        71.1              0.0%             0.0%           5.9400           0.0204            5.9196      Actual/360
      80              74.0              0.4%             0.4%           6.2220           0.0204            6.2016      Actual/360
      81              67.8              0.4%             0.4%           6.4080           0.0204            6.3876      Actual/360
      82              62.5              0.3%             0.4%           5.9700           0.0204            5.9496      Actual/360
      83              69.1              0.3%             0.4%           5.7500           0.0204            5.7296      Actual/360
      84              69.0              0.3%             0.4%           6.0700           0.0204            6.0496      Actual/360
    84.01                               0.3%             0.4%
    84.02                               0.0%             0.0%
      85              66.5              0.3%             0.4%           5.8000           0.0204            5.7796      Actual/360
      86              61.3              0.3%             0.4%           5.6000           0.0204            5.5796      Actual/360
      87              63.7              0.3%             0.4%           5.9630           0.0204            5.9426      Actual/360
      88              58.7              0.3%             1.9%           6.1800           0.0404            6.1396      Actual/360
      89              57.1              0.3%             0.4%           6.8410           0.0204            6.8206      Actual/360
    89.01                               0.2%             0.3%
    89.02                               0.1%             0.1%
      90              58.1              0.3%             0.4%           6.3070           0.0204            6.2866      Actual/360
      91              60.2              0.3%             1.8%           5.8700           0.0204            5.8496      Actual/360
      92              63.8              0.3%             0.4%           6.4500           0.0934            6.3566      Actual/360
      93              63.5              0.3%             0.4%           6.1200           0.0204            6.0996      Actual/360
      94              64.8              0.3%             0.4%           5.6000           0.0204            5.5796      Actual/360
      95              64.6              0.3%             0.4%           5.9900           0.0204            5.9696      Actual/360
      96              80.0              0.3%             1.8%           5.9620           0.0504            5.9116      Actual/360
      97              77.8              0.3%             0.4%           5.4455           0.0204            5.4251      Actual/360
      98              71.8              0.3%             0.4%           6.1570           0.0204            6.1366      Actual/360
      99              59.0              0.3%             1.8%           6.0300           0.0204            6.0096      Actual/360
     100              57.8              0.3%             0.4%           5.7710           0.0204            5.7506      Actual/360
     101              64.2              0.3%             0.4%           5.4455           0.0204            5.4251      Actual/360
     102              65.4              0.3%             1.7%           6.1690           0.0204            6.1486      Actual/360
     103              66.2              0.3%             0.4%           5.6600           0.0204            5.6396      Actual/360
     104              76.1              0.3%             0.4%           6.2500           0.0204            6.2296      Actual/360
     105              78.8              0.3%             0.3%           5.8800           0.0204            5.8596      Actual/360
     106              70.7              0.3%             1.6%           6.5500           0.0204            6.5296      Actual/360
    106.01                              0.2%             1.0%
    106.02                              0.0%             0.2%
    106.03                              0.0%             0.1%
    106.04                              0.0%             0.1%
    106.05                              0.0%             0.1%
    106.06                              0.0%             0.1%
     107              63.7              0.3%             0.3%           6.1200           0.0204            6.0996      Actual/360
     108              55.6              0.3%             0.3%           5.8400           0.0204            5.8196      Actual/360
     109              64.0              0.3%             0.3%           6.2970           0.0204            6.2766      Actual/360
     110              29.4              0.3%             0.3%           5.6400           0.0204            5.6196      Actual/360
     111              62.9              0.3%             0.3%           6.1130           0.0204            6.0926      Actual/360
                      58.5              0.3%             0.3%                                                          Actual/360
     112              58.5              0.2%             0.2%           5.9640           0.0604            5.9036      Actual/360
     113              58.5              0.1%             0.1%           5.9640           0.0604            5.9036      Actual/360
     114              67.6              0.3%             0.3%           5.4455           0.0204            5.4251      Actual/360
     115              67.3              0.3%             0.3%           5.6350           0.0204            5.6146      Actual/360
     116              65.0              0.2%             0.3%           6.3750           0.0204            6.3546      Actual/360
     117              55.4              0.2%             0.3%           6.1500           0.0204            6.1296      Actual/360
     118              59.8              0.2%             0.3%           6.2000           0.0204            6.1796      Actual/360
     119              66.9              0.2%             0.3%           6.1300           0.0204            6.1096      Actual/360
     120              50.2              0.2%             0.3%           5.7900           0.0204            5.7696      Actual/360
     121              63.0              0.2%             0.3%           5.9300           0.0204            5.9096      Actual/360
     122              60.5              0.2%             0.3%           6.2400           0.0204            6.2196      Actual/360
     123              69.9              0.2%             0.3%           6.0160           0.0204            5.9956      Actual/360
     124              62.2              0.2%             0.3%           6.1200           0.0204            6.0996      Actual/360
     125              63.9              0.2%             0.3%           5.9630           0.0204            5.9426      Actual/360
     126              71.7              0.2%             0.3%           6.2020           0.0204            6.1816      Actual/360
     127              59.5              0.2%             0.2%           6.1000           0.0204            6.0796      Actual/360
     128              68.0              0.2%             1.2%           5.8700           0.0204            5.8496      Actual/360
     129              67.0              0.2%             0.2%           5.6000           0.0204            5.5796      Actual/360
     130              76.1              0.2%             0.2%           6.2500           0.0204            6.2296      Actual/360
     131              67.7              0.2%             1.1%           6.0200           0.0504            5.9696      Actual/360
     132              59.8              0.2%             0.2%           5.3500           0.0204            5.3296      Actual/360
    132.01                              0.1%             0.1%
    132.02                              0.1%             0.1%
     133              72.4              0.2%             0.2%           6.0960           0.0204            6.0756      Actual/360
     134              63.5              0.2%             0.2%           6.1200           0.0204            6.0996      Actual/360
     135              74.5              0.2%             0.2%           5.9800           0.0204            5.9596      Actual/360
     136              50.0              0.2%             0.2%           5.4455           0.0204            5.4251      Actual/360
     137              66.9              0.2%             1.1%           5.9800           0.0204            5.9596      Actual/360
     138              61.2              0.2%             0.2%           5.7500           0.0204            5.7296      Actual/360
     139              71.1              0.2%             0.2%           6.0300           0.0504            5.9796      Actual/360
     140              52.8              0.2%             0.2%           6.0000           0.0204            5.9796      Actual/360
     141              70.0              0.2%             0.2%           6.4600           0.0204            6.4396      Actual/360
     142              63.2              0.2%             1.1%           6.2100           0.0204            6.1896      Actual/360
     143              58.9              0.2%             0.2%           6.3000           0.0204            6.2796      Actual/360
     144              54.9              0.2%             1.0%           6.0000           0.0204            5.9796      Actual/360
     145              61.2              0.2%             0.2%           6.0600           0.0204            6.0396      Actual/360
     146              59.5              0.2%             1.0%           5.9800           0.0704            5.9096      Actual/360
    146.01                              0.1%             0.5%
    146.02                              0.1%             0.5%
     147              47.6              0.2%             0.2%           6.1100           0.0204            6.0896      Actual/360
     148              52.0              0.2%             0.2%           6.2320           0.0204            6.2116      Actual/360
     149              62.6              0.2%             0.2%           6.0900           0.0204            6.0696      Actual/360
     150              52.6              0.2%             0.2%           6.3000           0.0204            6.2796      Actual/360
     151              59.5              0.2%             0.2%           6.0000           0.0204            5.9796      Actual/360
     152              67.1              0.2%             0.9%           5.8900           0.0704            5.8196      Actual/360
     153               0.7              0.2%             0.2%           6.5600           0.0204            6.5396      Actual/360
     154              74.6              0.2%             0.2%           5.9800           0.0204            5.9596      Actual/360
     155              57.9              0.2%             0.2%           6.1000           0.0204            6.0796      Actual/360
     156              47.7              0.2%             0.9%           5.7700           0.0204            5.7496      Actual/360
     157              72.7              0.2%             0.2%           6.1700           0.0204            6.1496      Actual/360
     158              73.8              0.2%             0.2%           6.3050           0.0204            6.2846      Actual/360
     159              42.4              0.1%             0.2%           6.0000           0.0204            5.9796      Actual/360
     160              72.1              0.1%             0.2%           6.0200           0.0204            5.9996      Actual/360
    160.01                              0.1%             0.1%
    160.02                              0.1%             0.1%
     161              50.2              0.1%             0.2%           6.0700           0.0204            6.0496      Actual/360
     162              48.9              0.1%             0.2%           6.0700           0.0204            6.0496      Actual/360
     163              38.8              0.1%             0.2%           5.9500           0.0204            5.9296      Actual/360
     164              67.7              0.1%             0.2%           5.4455           0.0204            5.4251      Actual/360
     165              44.1              0.1%             0.2%           5.5940           0.0204            5.5736      Actual/360
     166              47.2              0.1%             0.2%           5.7890           0.0204            5.7686      Actual/360
     167              65.2              0.1%             0.2%           5.9000           0.0804            5.8196      Actual/360
     168              68.4              0.1%             0.8%           5.8900           0.0204            5.8696      Actual/360
     169              70.4              0.1%             0.8%           6.2100           0.0204            6.1896      Actual/360
     170              63.0              0.1%             0.8%           6.2900           0.0204            6.2696      Actual/360
     171              60.5              0.1%             0.2%           6.1300           0.0204            6.1096      Actual/360
     172              71.2              0.1%             0.2%           6.3160           0.0204            6.2956      Actual/360
     173              42.3              0.1%             0.2%           6.2300           0.0204            6.2096      Actual/360
     174              47.3              0.1%             0.2%           6.2000           0.0204            6.1796      Actual/360
    174.01                              0.1%             0.1%
    174.02                              0.1%             0.1%
     175              72.2              0.1%             0.2%           6.0540           0.0204            6.0336      Actual/360
     176              54.0              0.1%             0.2%           6.1100           0.0204            6.0896      Actual/360
     177              66.8              0.1%             0.7%           6.0200           0.0504            5.9696      Actual/360
     178              70.9              0.1%             0.2%           5.9780           0.0204            5.9576      Actual/360
     179              71.4              0.1%             0.2%           6.3000           0.0204            6.2796      Actual/360
     180              70.2              0.1%             0.1%           6.1500           0.0204            6.1296      Actual/360
     181              64.8              0.1%             0.1%           5.8400           0.0204            5.8196      Actual/360
     182              63.3              0.1%             0.1%           6.6300           0.0204            6.6096      Actual/360
     183              65.7              0.1%             0.7%           5.9900           0.0204            5.9696      Actual/360
     184              66.5              0.1%             0.1%           6.0500           0.0204            6.0296      Actual/360
     185              46.3              0.1%             0.7%           6.4500           0.0204            6.4296      Actual/360
     186              31.5              0.1%             0.1%           6.4000           0.0204            6.3796      Actual/360
     187              65.1              0.1%             0.7%           5.6600           0.0204            5.6396      Actual/360
     188              68.2              0.1%             0.1%           6.0790           0.0204            6.0586      Actual/360
     189              64.2              0.1%             0.6%           5.9920           0.0204            5.9716      Actual/360
     190              52.5              0.1%             0.1%           6.0500           0.0804            5.9696      Actual/360
     191              65.3              0.1%             0.1%           6.4570           0.0904            6.3666      Actual/360
     192              65.7              0.1%             0.1%           5.9440           0.0204            5.9236      Actual/360
     193              63.3              0.1%             0.1%           5.7500           0.0204            5.7296      Actual/360
     194              59.4              0.1%             0.1%           5.8750           0.0204            5.8546      Actual/360
     195              58.5              0.1%             0.1%           6.3600           0.0204            6.3396      Actual/360
     196              56.5              0.1%             0.1%           6.2500           0.0204            6.2296      Actual/360
     197              73.4              0.1%             0.1%           6.1400           0.0204            6.1196      Actual/360
     198              69.4              0.1%             0.1%           6.6500           0.0204            6.6296      Actual/360
     199              51.7              0.1%             0.1%           6.3730           0.0204            6.3526      Actual/360
     200              74.6              0.1%             0.1%           5.8440           0.0204            5.8236      Actual/360
     201              51.7              0.1%             0.5%           5.7000           0.0204            5.6796      Actual/360
     202              60.1              0.1%             0.1%           6.0100           0.0204            5.9896      Actual/360
     203              68.0              0.1%             0.5%           6.0600           0.0204            6.0396      Actual/360
     204              60.8              0.1%             0.1%           6.1000           0.0204            6.0796      Actual/360
     205              48.0              0.1%             0.1%           5.8200           0.0204            5.7996      Actual/360
     206               0.7              0.1%             0.1%           6.5600           0.0204            6.5396      Actual/360
     207              60.3              0.1%             0.1%           5.8440           0.0204            5.8236      Actual/360
     208              56.1              0.1%             0.1%           6.4300           0.0204            6.4096      Actual/360
     209              53.9              0.1%             0.1%           6.0500           0.0204            6.0296      Actual/360
     210              65.1              0.1%             0.1%           6.6000           0.0204            6.5796      Actual/360
     211              59.5              0.1%             0.1%           6.0500           0.0204            6.0296      Actual/360
     212              35.1              0.1%             0.1%           6.0500           0.0204            6.0296      Actual/360
     213              65.1              0.1%             0.5%           5.9850           0.0204            5.9646      Actual/360
     214              52.3              0.1%             0.1%           6.0330           0.0204            6.0126      Actual/360
     215              56.5              0.1%             0.1%           6.0000           0.0204            5.9796      Actual/360
     216              62.8              0.1%             0.5%           5.7200           0.0204            5.6996      Actual/360
     217              63.7              0.1%             0.1%           6.2000           0.0204            6.1796      Actual/360
     218              54.5              0.1%             0.1%           6.1500           0.0204            6.1296      Actual/360
     219              47.0              0.1%             0.1%           6.2000           0.0704            6.1296      Actual/360
     220              51.8              0.1%             0.1%           5.8300           0.0204            5.8096      Actual/360
     221              65.1              0.1%             0.1%           6.0000           0.0204            5.9796      Actual/360
     222              61.4              0.1%             0.1%           6.8500           0.0204            6.8296      Actual/360
    222.01                              0.0%             0.0%
    222.02                              0.0%             0.0%
    222.03                              0.0%             0.0%
    222.04                              0.0%             0.0%
    222.05                              0.0%             0.0%
     223              45.3              0.1%             0.4%           6.2200           0.0204            6.1996      Actual/360
     224              68.5              0.1%             0.1%           6.0900           0.0204            6.0696      Actual/360
     225              67.5              0.1%             0.1%           6.1640           0.0204            6.1436      Actual/360
                      60.6              0.1%             0.1%                                                          Actual/360
     226              60.6              0.1%             0.1%           6.3600           0.0204            6.3396      Actual/360
     227              60.6              0.0%             0.0%           6.5200           0.0204            6.4996      Actual/360
     228              68.1              0.1%             0.1%           6.4000           0.0704            6.3296      Actual/360
     229              65.1              0.1%             0.1%           6.3010           0.0204            6.2806      Actual/360
     230              68.8              0.1%             0.1%           6.0700           0.0204            6.0496      Actual/360
     231              36.8              0.1%             0.1%           5.7600           0.0204            5.7396      Actual/360
     232              70.5              0.1%             0.1%           6.0800           0.0204            6.0596      Actual/360
     233              76.7              0.1%             0.4%           6.4500           0.0204            6.4296      Actual/360
     234              64.3              0.1%             0.1%           6.0700           0.0204            6.0496      Actual/360
     235              64.0              0.1%             0.1%           5.9700           0.0204            5.9496      Actual/360
     236              27.5              0.1%             0.1%           6.1800           0.0204            6.1596      Actual/360
     237              54.1              0.1%             0.1%           6.3700           0.0204            6.3496      Actual/360
     238              63.0              0.1%             0.1%           6.0700           0.0204            6.0496      Actual/360
     239              75.2              0.1%             0.3%           6.4500           0.0204            6.4296      Actual/360
     240              68.2              0.1%             0.3%           6.3200           0.0204            6.2996      Actual/360
     241              49.1              0.1%             0.3%           6.0800           0.0204            6.0596      Actual/360
     242              39.4              0.1%             0.1%           6.1500           0.0204            6.1296      Actual/360
     243              58.6              0.1%             0.1%           5.8000           0.0204            5.7796      Actual/360
     244              58.8              0.1%             0.3%           5.9790           0.0204            5.9586      Actual/360
     245              56.7              0.1%             0.1%           5.9600           0.0504            5.9096      Actual/360
     246              41.7              0.1%             0.1%           5.8400           0.0704            5.7696      Actual/360
     247              35.2              0.1%             0.1%           6.1100           0.0204            6.0896      Actual/360
     248              62.5              0.1%             0.1%           6.0300           0.0204            6.0096      Actual/360
     249              55.6              0.1%             0.1%           6.2000           0.0204            6.1796      Actual/360
     250              71.4              0.1%             0.3%           6.5100           0.0204            6.4896      Actual/360
     251              63.1              0.1%             0.1%           6.0700           0.0204            6.0496      Actual/360
     252              67.6              0.0%             0.1%           6.2380           0.0204            6.2176      Actual/360
     253              40.4              0.0%             0.1%           6.0300           0.0204            6.0096      Actual/360
     254              61.1              0.0%             0.1%           5.9520           0.0704            5.8816      Actual/360
     255              41.7              0.0%             0.3%           6.8000           0.0204            6.7796      Actual/360
     256              65.2              0.0%             0.3%           6.0770           0.0204            6.0566      Actual/360
     257              66.3              0.0%             0.1%           5.9300           0.0204            5.9096      Actual/360
     258              36.1              0.0%             0.1%           6.0800           0.0204            6.0596      Actual/360
     259              54.9              0.0%             0.2%           6.5000           0.0204            6.4796      Actual/360
     260              67.2              0.0%             0.1%           6.1100           0.0204            6.0896      Actual/360
     261              67.2              0.0%             0.2%           6.2900           0.0204            6.2696      Actual/360
     262              60.9              0.0%             0.1%           6.5300           0.0204            6.5096      Actual/360
     263              59.7              0.0%             0.0%           6.2000           0.0204            6.1796      Actual/360
     264              63.3              0.0%             0.0%           5.7500           0.0504            5.6996      Actual/360
     265              72.9              0.0%             0.0%           6.4600           0.0204            6.4396      Actual/360
     266              71.0              0.0%             0.0%           6.0600           0.0504            6.0096      Actual/360
     267              58.4              0.0%             0.0%           6.3300           0.0204            6.3096      Actual/360
     268              41.1              0.0%             0.0%           6.3000           0.0204            6.2796      Actual/360
     269              61.5              0.0%             0.0%           6.1600           0.0204            6.1396      Actual/360
     270              68.4              0.0%             0.0%           6.2200           0.0204            6.1996      Actual/360
     271              47.5              0.0%             0.0%           6.0200           0.0204            5.9996      Actual/360
     272              57.0              0.0%             0.0%           6.3400           0.0204            6.3196      Actual/360
     273              68.1              0.0%             0.1%           6.2800           0.0204            6.2596      Actual/360
     274              35.7              0.0%             0.0%           6.1500           0.0204            6.1296      Actual/360
     275              68.0              0.0%             0.0%           6.3600           0.0204            6.3396      Actual/360
     276              65.3              0.0%             0.1%           6.3700           0.0204            6.3496      Actual/360
     277              64.4              0.0%             0.0%           6.8600           0.0204            6.8396      Actual/360


                     MONTHLY P&I DEBT
                         SERVICE                 ANNUAL P&I DEBT                           FIRST         PAYMENT     MATURITY/
    LOAN #      ($)(3),(5),(14),(15),(16)  SERVICE ($)(3),(5),(6),(12)  NOTE DATE(3)  PAYMENT DATE(3)  DUE DATE(3)  ARD DATE(3)
--------------  -------------------------  ---------------------------  ------------  ---------------  -----------  -----------

      1                1,987,327.84               23,847,934.02            8/10/2006         9/9/2006       9          8/9/2016
      2                1,150,130.21               13,801,562.52            10/3/2006        12/1/2006       1         11/1/2011
     2.01
     2.02
                       1,105,351.81               13,264,221.72            11/8/2006        11/8/2006       8         10/8/2011
      3                  453,174.54                5,438,094.48            11/8/2006        11/8/2006       8         10/8/2011
      4                  235,946.31                2,831,355.72            11/8/2006        11/8/2006       8         10/8/2011
     4.01
     4.02
      5                  141,863.33                1,702,359.96            11/8/2006        11/8/2006       8         10/8/2011
      6                  137,922.69                1,655,072.28            11/8/2006        11/8/2006       8         10/8/2011
      7                   93,097.81                1,117,173.72            11/8/2006        11/8/2006       8         10/8/2011
      8                   43,347.13                  520,165.56            11/8/2006        11/8/2006       8         10/8/2011
      9                1,122,653.11               13,471,837.32            9/11/2006        11/1/2006       1         10/1/2011
      10                 658,858.80                7,906,305.60           11/17/2006         1/8/2007       8         12/8/2011
      11                 615,198.21                7,382,378.52            11/1/2006        12/5/2006       5         11/5/2016
      12                 498,410.88                5,980,930.56            8/31/2006        10/1/2006       1          9/1/2016
    12.01
    12.02
    12.03
    12.04
    12.05
    12.06
    12.07
    12.08
    12.09
    12.10
    12.11
    12.12
    12.13
    12.14
    12.15
    12.16
    12.17
    12.18
      13                 412,530.52                4,950,366.24            11/1/2006         1/1/2007       1         12/1/2016
    13.01
    13.02
    13.03
    13.04
    13.05
    13.06
    13.07
    13.08
    13.09
    13.10
    13.11
    13.12
    13.13
    13.14
    13.15
      14                 284,108.25                3,409,299.00            11/1/2006        12/1/2006       1         11/1/2016
      15                 258,803.06                3,105,636.72            11/1/2006        12/1/2006       1         11/1/2016
      16                 280,472.04                3,365,664.48            11/9/2006         1/1/2007       1         12/1/2016
      17                 233,891.49                2,806,697.88            11/1/2006        12/1/2006       1         11/1/2016
      18                 275,347.45                3,304,169.40            8/14/2006        10/1/2006       1          9/1/2016
      19                 219,435.97                2,633,231.64            11/9/2006         1/8/2007       8         12/8/2016
      20                 209,803.01                2,517,636.12            11/1/2006        12/1/2006       1         11/1/2016
      21                 203,361.69                2,440,340.28            11/1/2006        12/1/2006       1         11/1/2016
      22                 254,368.65                3,052,423.80            7/26/2006         9/8/2006       8          8/8/2016
      23                 253,650.57                3,043,806.84            8/25/2006        10/1/2006       1          9/1/2016
      24                 198,043.76                2,376,525.12            11/8/2006        12/8/2006       8         11/8/2016
      25                 244,931.07                2,939,172.84           10/31/2006        12/1/2006       1         11/1/2016
      26                 215,466.27                2,585,595.24           11/22/2005         1/1/2006       1         12/1/2015
      27                 219,445.64                2,633,347.68            9/28/2006        11/1/2006       1         10/1/2016
      28                 199,773.80                2,397,285.60            9/12/2006        11/1/2006       1         10/1/2016
      29                 152,751.32                1,833,015.84            11/1/2006        12/1/2006       1         11/1/2016
      30                 196,406.84                2,356,882.08             5/1/2006         6/8/2006       8          5/8/2016
      31                 194,745.88                2,336,950.56            6/26/2006         8/1/2006       1          7/1/2011
      32                 143,089.34                1,717,072.08            11/1/2006        12/1/2006       1         11/1/2016
      33                 142,169.15                1,706,029.80            11/1/2006        12/1/2006       1         11/1/2016
      34                 131,356.93                1,576,283.16            11/1/2006        12/1/2006       1         11/1/2016
      35                 179,037.61                2,148,451.32            11/8/2006        12/8/2006       8         11/8/2016
      36                 152,039.81                1,824,477.72            8/22/2006        10/1/2006       1          9/1/2016
      37                 118,474.29                1,421,691.48            11/1/2006        12/1/2006       1         11/1/2016
      38                 153,962.56                1,847,550.72            9/21/2006        11/1/2006       1         10/1/2016
      39                 117,324.05                1,407,888.60            11/1/2006        12/1/2006       1         11/1/2016
      40                 154,254.24                1,851,050.88           10/16/2006        12/1/2006       1         11/1/2016
      41                 151,556.90                1,818,682.80            9/19/2006        11/1/2006       1         10/1/2016
      42                 145,542.74                1,746,512.88            9/19/2006        11/1/2006       1         10/1/2016
      43                 138,036.65                1,656,439.80            11/9/2006         1/8/2007       8         12/8/2016
      44                 107,155.97                1,285,871.64            11/1/2006        12/1/2006       1         11/1/2016
      45                 135,333.14                1,623,997.68            9/28/2006        11/1/2006       1         10/1/2016
      46                 102,380.60                1,228,567.20            11/1/2006        12/1/2006       1         11/1/2016
      47                 135,826.89                1,629,922.68           10/17/2006        12/1/2006       1         11/1/2016
      48                 134,530.84                1,614,370.08            10/2/2006        12/1/2006       1         11/1/2016
      49                  99,380.38                1,192,564.56            11/1/2006        12/1/2006       1         11/1/2016
      50                 127,296.42                1,527,557.04           11/15/2006         1/8/2007       8         12/8/2016
      51                 126,782.93                1,521,395.16            11/3/2006         1/1/2007       1         12/1/2016
      52                  96,803.85                1,161,646.20            11/1/2006        12/1/2006       1         11/1/2016
      53                 126,310.93                1,515,731.16            9/20/2006        11/8/2006       8         10/8/2016
    53.01
    53.02
    53.03
      54                 123,965.53                1,487,586.36            11/3/2006         1/1/2007       1         12/1/2016
    54.01
    54.02
      55                  91,925.93                1,103,111.16           11/13/2006         1/8/2007       8         12/8/2016
      56                 114,128.95                1,369,547.40           11/15/2006         1/8/2007       8         12/8/2016
      57                 116,847.89                1,402,174.68            11/3/2006         1/1/2007       1         12/1/2016
      58                 118,963.66                1,427,563.92             9/7/2006        11/1/2006       1         10/1/2016
    58.01
    58.02
      59                 115,536.87                1,386,442.44            10/2/2006        11/8/2006       8         10/8/2016
      60                  94,905.07                1,138,860.84            9/29/2006        11/8/2006       8         10/8/2016
      61                  88,798.21                1,065,578.52            11/1/2006        12/1/2006       1         11/1/2016
      62                 119,943.91                1,439,326.92            10/4/2006        11/8/2006       8         10/8/2016
      63                 104,370.13                1,252,441.56           11/14/2006         1/1/2007       1         12/1/2016
      64                 113,792.47                1,365,509.64           11/15/2006         1/8/2007       8         12/8/2016
      65                 110,644.15                1,327,729.80           10/10/2006        12/1/2006       1         11/1/2016
      66                  85,117.45                1,021,409.40            11/1/2006        12/1/2006       1         11/1/2016
      67                 109,848.66                1,318,183.92            11/9/2006         1/1/2007       1         12/1/2011
      68                  83,737.17                1,004,846.04            11/1/2006        12/1/2006       1         11/1/2016
      69                 104,928.79                1,259,145.48            11/2/2006         1/1/2007       1         12/1/2016
      70                  96,774.72                1,161,296.64           11/16/2006         1/8/2007       8         12/8/2016
      71                  78,906.18                  946,874.16            11/1/2006        12/1/2006       1         11/1/2016
      72                  76,444.18                  917,330.16            11/1/2006        12/1/2006       1         11/1/2016
      73                 103,440.49                1,241,285.88            5/22/2006         7/1/2006       1          6/1/2016
      74                  76,835.75                  922,029.00            11/1/2006        12/1/2006       1         11/1/2016
      75                  96,289.52                1,155,474.24            9/20/2006        11/8/2006       8         10/8/2016
    75.01
    75.02
    75.03
    75.04
    75.05
    75.06
    75.07
    75.08
      76                  97,143.14                1,165,717.68            11/3/2006         1/1/2007       1         12/1/2016
                          98,342.66                1,180,111.92            9/22/2006        11/8/2006       8         10/8/2016
      77                  66,884.65                  802,615.80            9/22/2006        11/8/2006       8         10/8/2016
      78                  31,458.01                  377,496.12            9/22/2006        11/8/2006       8         10/8/2016
      79                  95,125.09                1,141,501.08           10/27/2006        12/8/2006       8         11/8/2016
Loan Component            71,992.81                  863,913.72           10/27/2006        12/8/2006       8         11/8/2016
Loan Component            14,573.44                  174,881.28           10/27/2006        12/8/2006       8         11/8/2016
Loan Component            8,558.84                   102,706.08           10/27/2006        12/8/2006       8         11/8/2016
      80                  98,223.57                1,178,682.84            8/15/2006        10/8/2006       8          9/8/2016
      81                 100,164.77                1,201,977.24            9/25/2006        11/1/2006       1         10/1/2016
      82                  93,826.83                1,125,921.96            8/31/2006        10/1/2006       1          9/1/2016
      83                  89,286.65                1,071,439.80           10/31/2006        12/8/2006       8         11/8/2016
      84                  91,816.87                1,101,802.44            8/30/2006        10/8/2006       8          9/8/2016
    84.01
    84.02
      85                  88,012.96                1,056,155.52           10/11/2006        12/8/2006       8         11/8/2016
      86                  86,111.85                1,033,342.20           10/20/2006        12/1/2006       1         11/1/2016
      87                  93,251.62                1,119,019.44           10/18/2006        12/8/2006       8         11/8/2016
      88                  91,370.18                1,096,442.16            9/28/2006        11/1/2006       1         10/1/2016
      89                  97,544.13                1,170,529.56             5/4/2006         7/1/2006       1          6/1/2016
    89.01
    89.02
      90                  91,675.52                1,100,106.24            9/26/2006        11/8/2006       8         10/8/2016
      91                  85,726.65                1,028,719.80            9/13/2006        11/1/2006       1         10/1/2016
      92                  87,104.95                1,045,259.40            7/25/2006         9/1/2006       1          8/1/2016
      93                  87,443.29                1,049,319.48            7/14/2006         9/8/2006       8          8/8/2016
      94                  67,423.61                  809,083.32           10/10/2006        12/8/2006       8         11/8/2016
      95                  85,044.90                1,020,538.80           11/10/2006         1/1/2007       1         12/1/2016
      96                  71,530.20                  858,362.40           10/31/2006        12/1/2006       1         11/1/2016
      97                  64,413.21                  772,958.52            11/1/2006        12/1/2006       1         11/1/2016
      98                  72,829.33                  873,951.96            10/2/2006        12/1/2006       1         11/1/2011
      99                  84,207.29                1,010,487.48            4/19/2006         6/8/2006       8          5/8/2016
     100                  81,887.06                  982,644.72           10/31/2006        12/8/2006       8         11/8/2016
     101                  63,493.02                  761,916.24            11/1/2006        12/1/2006       1         11/1/2016
     102                  83,632.85                1,003,594.20           10/31/2006        12/1/2006       1         11/1/2016
     103                  64,918.04                  779,016.48           11/14/2006         1/8/2007       8         12/8/2016
     104                  82,506.10                  990,073.20            5/16/2006         7/8/2006       8          6/8/2011
     105                  64,584.72                  775,016.64            11/8/2006        12/8/2006       8         11/8/2016
     106                  80,690.70                  968,288.40            10/2/2006        11/8/2006       8         10/8/2016
    106.01
    106.02
    106.03
    106.04
    106.05
    106.06
     107                  76,366.37                  916,396.44            7/18/2006         9/8/2006       8          8/8/2016
     108                  73,662.84                  883,954.08            9/21/2006        11/8/2006       8         10/8/2016
     109                  75,490.82                  905,889.84            9/26/2006        11/8/2006       8         10/8/2016
     110                  69,192.46                  830,309.52           11/16/2006         1/8/2007       8         12/8/2016
     111                  72,516.75                  870,201.00            10/6/2006        11/8/2006       8         10/8/2016
                          70,951.87                  851,422.44            8/31/2006        10/1/2006       1          9/1/2016
     112                  41,567.76                  498,813.12            8/31/2006        10/1/2006       1          9/1/2016
     113                  29,384.11                  352,609.32            8/31/2006        10/1/2006       1          9/1/2016
     114                  54,406.15                  652,873.80            11/1/2006        12/1/2006       1         11/1/2016
     115                  65,264.61                  783,175.32           10/30/2006        12/1/2006       1         11/1/2016
     116                  69,530.30                  834,363.60           10/31/2006        12/1/2006       1         11/1/2016
     117                  67,015.10                  804,181.20            9/21/2006        11/1/2006       1         10/1/2016
     118                  67,371.59                  808,459.08           10/12/2006        12/1/2006       1         11/1/2016
     119                  66,629.56                  799,554.72           10/26/2006        12/8/2006       8         11/8/2016
     120                  63,007.51                  756,090.12           11/21/2006         1/8/2007       8         12/8/2016
     121                  60,695.87                  728,350.44            11/3/2006         1/1/2007       1         12/1/2016
     122                  66,366.47                  796,397.64           11/16/2006         1/1/2007       1         12/1/2016
     123                  56,555.20                  678,662.40            10/5/2006        11/8/2006       8         10/8/2016
     124                  59,004.03                  708,048.36            7/13/2006         9/8/2006       8          8/8/2016
     125                  59,059.36                  708,712.32           10/18/2006        12/8/2006       8         11/8/2016
     126                  57,584.28                  691,011.36           11/17/2006         1/1/2007       1         12/1/2016
     127                  56,357.52                  676,290.24           10/16/2006        12/1/2006       1         11/1/2016
     128                  52,790.63                  633,487.56           10/13/2006        12/8/2006       8         11/8/2016
     129                  52,241.19                  626,894.28           10/31/2006        12/8/2006       8         11/8/2016
     130                  47,526.04                  570,312.48            9/28/2006        11/8/2006       8         10/8/2011
     131                  45,777.08                  549,324.96            9/15/2006        11/1/2006       1         10/1/2011
     132                  55,674.92                  668,099.04            7/27/2005         9/8/2005       8          8/8/2015
    132.01
    132.02
     133                  53,304.81                  639,657.72             9/7/2006        11/1/2006       1         10/1/2016
     134                  53,429.13                  641,149.56            7/17/2006         9/8/2006       8          8/8/2016
     135                  52,348.21                  628,178.52            10/5/2006        12/1/2006       1         11/1/2016
     136                  40,028.21                  480,338.52            11/1/2006        12/1/2006       1         11/1/2016
     137                  49,279.23                  591,350.76            8/23/2006        10/1/2006       1          9/1/2016
     138                  54,103.15                  649,237.80           11/16/2006         1/8/2007       8         12/8/2016
     139                  43,815.21                  525,782.52           10/11/2006        12/1/2006       1         11/1/2011
     140                  50,362.24                  604,346.88            9/28/2006        11/8/2006       8         10/8/2016
     141                  52,872.94                  634,475.28           10/27/2006        12/8/2006       8         11/8/2011
     142                  51,195.36                  614,344.32            10/5/2006        12/1/2006       1         11/1/2016
     143                  50,755.77                  609,069.24           10/12/2006        12/1/2006       1         11/1/2016
     144                  48,563.59                  582,763.08            10/9/2006        12/1/2006       1         11/1/2016
     145                  48,273.08                  579,276.96            9/22/2006        11/8/2006       8          3/8/2016
     146                  47,861.22                  574,334.64           10/25/2006        12/1/2006       1         11/1/2016
    146.01
    146.02
     147                  47,924.63                  575,095.56            8/25/2006        10/8/2006       8          9/8/2016
     148                  51,367.46                  616,409.52           10/10/2006        12/1/2006       1         11/1/2016
     149                  47,217.22                  566,606.64            10/3/2006        11/8/2006       8         10/8/2016
     150                  51,032.79                  612,393.48           10/19/2006        12/8/2006       8         11/8/2016
     151                  44,966.29                  539,595.48            9/27/2006        11/8/2006       8         10/8/2016
     152                  43,252.26                  519,027.12            11/9/2006         1/1/2007       1         12/1/2016
     153                  63,831.87                  765,982.44            9/27/2006        11/1/2006       1         10/1/2021
     154                  42,476.84                  509,722.08            9/27/2006        11/1/2006       1         10/1/2016
     155                  43,025.63                  516,307.56            9/13/2006        11/8/2006       8         10/8/2016
     156                  39,392.82                  472,713.84            9/11/2006        11/8/2006       8         10/8/2011
     157                  42,126.13                  505,513.56            9/13/2006        11/1/2006       1         10/1/2016
     158                  42,112.32                  505,347.84            9/12/2006        11/1/2006       1         10/1/2016
     159                  40,169.89                  482,038.68            9/22/2006        11/8/2006       8         10/8/2016
     160                  39,655.24                  475,862.88           11/14/2006         1/8/2007       8         12/8/2011
    160.01
    160.02
     161                  39,263.79                  471,165.48           10/24/2006        12/8/2006       8         11/8/2016
     162                  39,263.79                  471,165.48           10/24/2006        12/8/2006       8         11/8/2016
     163                  38,762.08                  465,144.96            9/28/2006        11/8/2006       8         10/8/2016
     164                  28,962.94                  347,555.28            11/1/2006        12/1/2006       1         11/1/2016
     165                  34,422.04                  413,064.48           11/13/2006         1/8/2007       8         12/8/2016
     166                  29,347.01                  352,164.12             9/6/2006        10/8/2006       8          9/8/2016
     167                  35,588.19                  427,058.28            9/26/2006        11/1/2006       1          6/1/2018
     168                  35,549.81                  426,597.72            11/6/2006        12/8/2006       8         11/8/2016
     169                  36,787.08                  441,444.96            9/21/2006        11/1/2006       1         10/1/2011
     170                  36,635.52                  439,626.24            7/14/2006         9/8/2006       8          8/8/2016
     171                  35,868.10                  430,417.20            10/5/2006        11/8/2006       8         10/8/2016
     172                  36,270.94                  435,251.28            11/3/2006        12/8/2006       8         11/8/2016
     173                  35,636.19                  427,634.28           10/26/2006        12/8/2006       8         11/8/2016
     174                  35,523.20                  426,278.40           10/25/2006        12/1/2006       1         11/1/2016
    174.01
    174.02
     175                  34,674.03                  416,088.36            8/24/2006        10/8/2006       8          9/8/2016
     176                  34,578.53                  414,942.36            8/25/2006        10/8/2006       8          9/8/2016
     177                  33,947.29                  407,367.48            9/15/2006        11/1/2006       1         10/1/2016
     178                  33,495.66                  401,947.92            10/6/2006        12/1/2006       1         11/1/2016
     179                  34,662.48                  415,949.76            8/30/2006        10/8/2006       8          9/8/2016
     180                  33,964.47                  407,573.64            11/3/2006        12/8/2006       8         11/8/2016
     181                  32,411.65                  388,939.80            9/12/2006        11/8/2006       8         10/8/2016
     182                  35,235.29                  422,823.48            11/6/2006        12/8/2006       8         11/8/2016
     183                  32,939.93                  395,279.16           10/20/2006        12/8/2006       8         11/8/2016
     184                  32,549.52                  390,594.24           10/18/2006        12/8/2006       8         11/8/2016
     185                  35,620.57                  427,446.84           10/13/2006        12/1/2006       1         11/1/2016
     186                  32,839.06                  394,068.72            9/11/2006        11/8/2006       8         10/8/2016
     187                  30,193.61                  362,323.32            11/2/2006        12/8/2006       8         11/8/2016
     188                  30,836.59                  370,039.08            9/19/2006        11/1/2006       1         10/1/2016
     189                  29,951.81                  359,421.72           10/13/2006        12/8/2006       8         11/8/2016
     190                  40,634.90                  487,618.80            10/4/2006        12/1/2006       1         11/1/2011
     191                  28,315.93                  339,791.16           10/25/2006        12/1/2006       1         11/1/2016
     192                  26,817.97                  321,815.64           10/10/2006        12/1/2006       1         11/1/2016
     193                  26,260.78                  315,129.36            9/28/2006        11/8/2006       8         10/8/2016
     194                  26,619.20                  319,430.40           11/13/2006         1/1/2007       1         12/1/2016
     195                  29,866.87                  358,402.44           10/20/2006        12/8/2006       8         11/8/2016
     196                  27,399.42                  328,793.04            5/16/2006         7/8/2006       8          6/8/2011
     197                  26,777.56                  321,330.72            9/21/2006        11/8/2006       8         10/8/2016
     198                  27,283.51                  327,402.12            6/29/2006         8/1/2006       1          7/1/2016
     199                  25,187.76                  302,253.12            6/20/2006         8/1/2006       1          7/1/2016
     200                  24,849.87                  298,198.44            11/1/2006         1/1/2007       1         12/1/2016
     201                  23,216.02                  278,592.24           11/14/2006         1/8/2007       8         12/8/2016
     202                  24,007.74                  288,092.88           10/24/2006        12/8/2006       8         11/8/2016
     203                  24,136.54                  289,638.48            11/7/2006        12/8/2006       8         11/8/2016
     204                  24,239.79                  290,877.48            9/14/2006        11/1/2006       1         10/1/2016
     205                  23,521.09                  282,253.08            9/20/2006        11/1/2006       1         10/1/2016
     206                  34,539.16                  414,469.92            9/27/2006        11/1/2006       1         10/1/2021
     207                  22,462.16                  269,545.92            11/1/2006         1/1/2007       1         12/1/2016
     208                  23,843.92                  286,127.04            8/28/2006        10/8/2006       8          9/8/2016
     209                  22,935.36                  275,224.32            10/4/2006        11/8/2006       8         10/8/2016
     210                  24,269.04                  291,228.48            9/18/2006        11/8/2006       8         10/8/2011
     211                  22,603.83                  271,245.96            11/3/2006         1/1/2007       1         12/1/2016
     212                  24,276.05                  291,312.60            9/20/2006        11/8/2006       8         10/8/2016
     213                  22,446.99                  269,363.88            8/31/2006        10/8/2006       8          9/8/2016
     214                  21,660.26                  259,923.12           10/30/2006        12/8/2006       8         11/8/2016
     215                  21,583.82                  259,005.84           11/14/2006         1/8/2007       8         12/8/2016
     216                  20,940.06                  251,280.72           10/27/2006        12/8/2006       8         11/8/2016
     217                  22,048.88                  264,586.56            10/3/2006        11/8/2006       8         10/8/2016
     218                  21,322.99                  255,875.88           11/14/2006         1/1/2007       1         12/1/2016
     219                  22,980.37                  275,764.44           10/19/2006        12/1/2006       1         11/1/2016
     220                  24,733.04                  296,796.48           10/19/2006        12/1/2006       1         11/1/2016
     221                  20,384.72                  244,616.64           10/26/2006        12/1/2006       1         11/1/2016
     222                  22,115.00                  265,380.00           11/14/2006         1/8/2007       8         12/8/2016
    222.01
    222.02
    222.03
    222.04
    222.05
     223                  20,254.32                  243,051.84             9/1/2006        10/8/2006       8          9/8/2016
     224                  19,552.77                  234,633.24           10/23/2006        12/8/2006       8         11/8/2016
     225                  19,646.34                  235,756.08           10/16/2006        12/8/2006       8         11/8/2016
                          20,021.66                  240,259.92           10/16/2006        12/8/2006       8         11/8/2016
     226                  14,637.90                  175,654.80           10/16/2006        12/8/2006       8         11/8/2016
     227                  5,383.76                    64,605.12           10/16/2006        12/8/2006       8         11/8/2016
     228                  20,016.19                  240,194.28             8/2/2006        10/1/2006       1          9/1/2016
     229                  19,437.79                  233,253.48           10/18/2006        12/1/2006       1         11/1/2016
     230                  18,725.81                  224,709.72            11/8/2006        12/8/2006       8         11/8/2016
     231                  21,079.64                  252,955.68           11/21/2006         1/8/2007       8         12/8/2016
     232                  18,141.11                  217,693.32            9/14/2006        11/8/2006       8         10/8/2016
     233                  18,737.74                  224,852.88            6/14/2006         8/8/2006       8          7/8/2011
     234                  17,366.68                  208,400.16            9/14/2006        11/1/2006       1         10/1/2016
     235                  16,912.73                  202,952.76           10/20/2006        12/8/2006       8         11/8/2016
     236                  17,112.81                  205,353.72            9/28/2006        11/8/2006       8         10/8/2016
     237                  16,523.89                  198,286.68            9/26/2006        11/8/2006       8         10/8/2016
     238                  15,705.52                  188,466.24           11/15/2006         1/1/2007       1         12/1/2016
     239                  16,192.43                  194,309.16            6/15/2006         8/8/2006       8          7/8/2011
     240                  15,817.07                  189,804.84             6/8/2006         7/8/2006       8          6/8/2016
     241                  15,117.59                  181,411.08           10/26/2006        12/8/2006       8         11/8/2016
     242                  15,230.70                  182,768.40            10/2/2006        11/8/2006       8         10/8/2016
     243                  14,668.83                  176,025.96            10/2/2006        11/8/2006       8         10/8/2016
     244                  14,655.93                  175,871.16            9/21/2006        11/1/2006       1         10/1/2016
     245                  14,626.04                  175,512.48            11/1/2006        12/8/2006       8         11/8/2016
     246                  17,185.72                  206,228.64           10/30/2006        12/1/2006       1         11/1/2016
     247                  14,559.38                  174,712.56            11/2/2006        12/8/2006       8         11/8/2016
     248                  14,435.54                  173,226.48            11/2/2006        12/8/2006       8         11/8/2013
     249                  14,699.26                  176,391.12            10/2/2006        11/8/2006       8         10/8/2016
     250                  14,869.06                  178,428.72            6/30/2006         8/8/2006       8          7/8/2016
     251                  13,893.34                  166,720.08            8/18/2006        10/1/2006       1          9/1/2016
     252                  13,805.33                  165,663.96             9/8/2006        10/8/2006       8          9/8/2016
     253                  13,232.57                  158,790.84            10/2/2006        11/8/2006       8         10/8/2016
     254                  13,122.30                  157,467.60            11/1/2006        12/8/2006       8         11/8/2016
     255                  14,575.51                  174,906.12           10/30/2006        12/8/2006       8         11/8/2016
     256                  12,513.36                  150,160.32            9/29/2006        11/8/2006       8         10/8/2016
     257                  12,198.68                  146,384.16            9/29/2006        11/8/2006       8         10/8/2016
     258                  12,335.95                  148,031.40           10/18/2006        12/8/2006       8         11/8/2016
     259                  12,104.10                  145,249.20            8/23/2006        10/1/2006       1          9/1/2024
     260                  11,465.51                  137,586.12           10/13/2006        12/8/2006       8         11/8/2016
     261                  11,562.60                  138,751.20            8/16/2006        10/8/2006       8          9/8/2016
     262                  11,888.29                  142,659.48            6/19/2006         8/8/2006       8          7/8/2016
     263                  10,718.21                  128,618.52            9/27/2006        11/8/2006       8         10/8/2016
     264                  10,095.81                  121,149.72            10/3/2006        12/1/2006       1         11/1/2016
     265                  10,700.48                  128,405.76            5/30/2006         7/8/2006       8          6/8/2016
     266                   9,654.62                  115,855.44            9/19/2006        11/1/2006       1         10/1/2016
     267                   9,313.94                  111,767.28            9/14/2006        11/8/2006       8         10/8/2016
     268                   9,284.59                  111,415.08            9/29/2006        11/8/2006       8         10/8/2016
     269                   9,148.14                  109,777.68            8/22/2006        10/8/2006       8          9/8/2016
     270                   8,961.00                  107,532.00            10/6/2006        11/8/2006       8         10/8/2016
     271                   7,810.88                   93,730.56            10/2/2006        11/8/2006       8         10/8/2016
     272                   7,148.20                   85,778.40            11/6/2006        12/8/2006       8         11/8/2016
     273                   6,547.30                   78,567.60           10/24/2006        12/8/2006       8         11/8/2016
     274                   5,196.18                   62,354.16            11/3/2006        12/8/2006       8         11/8/2016
     275                   5,730.58                   68,766.96             9/1/2006        10/8/2006       8          9/8/2016
     276                   5,699.18                   68,390.16             9/6/2006        10/8/2006       8          9/8/2016
     277                   4,985.04                   59,820.48           10/26/2006        12/8/2006       8         11/8/2016


                               FINAL                 ORIGINAL TERM  REMAINING TERM    ORIGINAL      REMAINING      INITIAL
                             MATURITY                 TO MATURITY     TO MATURITY   AMORTIZATION  AMORTIZATION  INTEREST ONLY
    LOAN #      ARD LOAN(3)   DATE(3)  SEASONING(3)    OR ARD(3)       OR ARD(3)       TERM(3)       TERM(3)      PERIOD(3)
--------------  -----------  --------  ------------  -------------  --------------  ------------  ------------  -------------

      1              No                      4            120             116              0             0           120
      2              No                      1             60              59              0             0            60
     2.01
     2.02
                     No                      2             60              58              0             0            60
      3              No                      2             60              58              0             0            60
      4              No                      2             60              58              0             0            60
     4.01
     4.02
      5              No                      2             60              58              0             0            60
      6              No                      2             60              58              0             0            60
      7              No                      2             60              58              0             0            60
      8              No                      2             60              58              0             0            60
      9              No                      2             60              58            360           358             0
      10             No                      0             60              60              0             0            60
      11             No                      1            120             119              0             0           120
      12             No                      3            120             117              0             0           120
    12.01
    12.02
    12.03
    12.04
    12.05
    12.06
    12.07
    12.08
    12.09
    12.10
    12.11
    12.12
    12.13
    12.14
    12.15
    12.16
    12.17
    12.18
      13             No                      0            120             120            360           360            12
    13.01
    13.02
    13.03
    13.04
    13.05
    13.06
    13.07
    13.08
    13.09
    13.10
    13.11
    13.12
    13.13
    13.14
    13.15
      14             No                      1            120             119              0             0           120
      15             No                      1            120             119              0             0           120
      16             No                      0            120             120            420           420            60
      17             No                      1            120             119              0             0           120
      18             No                      3            120             117            360           357             0
      19             No                      0            120             120              0             0           120
      20             No                      1            120             119              0             0           120
      21             No                      1            120             119              0             0           120
      22             No                      4            120             116            360           360            60
      23             No                      3            120             117            360           360            60
      24             No                      1            120             119              0             0           120
      25             No                      1            120             119            360           360            60
      26             No                     12            120             108            360           360            60
      27             No                      2            120             118            360           360            60
      28             No                      2            120             118            360           360            60
      29             No                      1            120             119              0             0           120
      30             No                      7            120             113            360           360            36
      31             No                      5             60              55            360           360            48
      32             No                      1            120             119              0             0           120
      33             No                      1            120             119              0             0           120
      34             No                      1            120             119              0             0           120
      35             No                      1            120             119            300           299             0
      36             No                      3            120             117            420           420            12
      37             No                      1            120             119              0             0           120
      38             No                      2            120             118            360           360            36
      39             No                      1            120             119              0             0           120
      40             No                      1            120             119            360           360            36
      41             No                      2            120             118            360           360            36
      42             No                      2            120             118            360           360            36
      43             No                      0            120             120            360           360            60
      44             No                      1            120             119              0             0           120
      45             No                      2            120             118            360           360            60
      46             No                      1            120             119              0             0           120
      47             No                      1            120             119            360           360            36
      48             No                      1            120             119            360           360            42
      49             No                      1            120             119              0             0           120
      50             No                      0            120             120            360           360            24
      51             No                      0            120             120            360           360            36
      52             No                      1            120             119              0             0           120
      53             No                      2            120             118            360           360            60
    53.01
    53.02
    53.03
      54             No                      0            120             120            360           360            36
    54.01
    54.02
      55             No                      0            120             120              0             0           120
      56             No                      0            120             120            360           360             0
      57             No                      0            120             120            360           360            36
      58             No                      2            120             118            360           360            60
    58.01
    58.02
      59             No                      2            120             118            360           360            60
      60             No                      2            120             118              0             0           120
      61             No                      1            120             119              0             0           120
      62             No                      2            120             118            360           360            24
      63             No                      0            120             120            420           420             0
      64             No                      0            120             120            360           360            24
      65             No                      1            120             119            360           360            60
      66             No                      1            120             119              0             0           120
      67             No                      0             60              60            360           360            24
      68             No                      1            120             119              0             0           120
      69             No                      0            120             120            360           360            60
      70             No                      0            120             120            420           420             0
      71             No                      1            120             119              0             0           120
      72             No                      1            120             119              0             0           120
      73             No                      6            120             114            360           360            42
      74             No                      1            120             119              0             0           120
      75             No                      2            120             118            360           360            36
    75.01
    75.02
    75.03
    75.04
    75.05
    75.06
    75.07
    75.08
      76             No                      0            120             120            360           360            36
                     No                      2            120             118            360         Various       Various
      77             No                      2            120             118            360           360            24
      78             No                      2            120             118            360           358             0
      79             No                      1            120             119          Various       Various       Various
Loan Component       No                      1            120             119            360           360            36
Loan Component       No                      1            120             119            360           360            36
Loan Component       No                      1            120             119            336           335             0
      80             No                      3            120             117            360           360            60
      81             No                      2            120             118            360           360            36
      82             No                      3            120             117            360           360            60
      83             No                      1            120             119            360           360            36
      84             No                      3            120             117            360           360            12
    84.01
    84.02
      85             No                      1            120             119            360           360            24
      86             No                      1            120             119            360           359             0
      87             No                      1            120             119            324           323             0
      88             No                      2            120             118            360           360            60
      89             No                      6            120             114            360           354             0
    89.01
    89.02
      90             No                      2            120             118            360           358             0
      91             No                      2            120             118            360           360            60
      92             No                      4            120             116            420           416             0
      93             No                      4            120             116            360           356             0
      94             No                      1            120             119              0             0           120
      95             No                      0            120             120            360           360            36
      96             No                      1            120             119              0             0           120
      97             No                      1            120             119              0             0           120
      98             No                      1             60              59              0             0            60
      99             No                      7            120             113            360           360            60
     100             No                      1            120             119            360           359             0
     101             No                      1            120             119              0             0           120
     102             No                      1            120             119            360           360            36
     103             No                      0            120             120              0             0           120
     104             No                      6             60              54            360           360            24
     105             No                      1            120             119              0             0           120
     106             No                      2            120             118            360           358             0
    106.01
    106.02
    106.03
    106.04
    106.05
    106.06
     107             No                      4            120             116            360           356             0
     108             No                      2            120             118            360           360            60
     109             No                      2            120             118            360           358             0
     110             No                      0            120             120            360           360             0
     111             No                      2            120             118            360           360            36
                     No                      3            120             117            360           357             0
     112             No                      3            120             117            360           357             0
     113             No                      3            120             117            360           357             0
     114             No                      1            120             119              0             0           120
     115             No                      1            120             119            360           360            36
     116             No                      1            120             119            360           359             0
     117             No                      2            120             118            360           360            36
     118             No                      1            120             119            360           359             0
     119             No                      1            120             119            360           359             0
     120             No                      0            120             120            360           360            60
     121             No                      0            120             120            360           360            36
     122             No                      0            120             120            300           300             0
     123             No                      2            120             118            420           418             0
     124             No                      4            120             116            360           356             0
     125             No                      1            120             119            324           323             0
     126             No                      0            120             120            360           360            60
     127             No                      1            120             119            360           359             0
     128             No                      1            120             119            384           384            36
     129             No                      1            120             119            360           359             0
     130             No                      2             60              58              0             0            60
     131             No                      2             60              58              0             0            60
     132             No                     16            120             104            300           284             0
    132.01
    132.02
     133             No                      2            120             118            360           360            36
     134             No                      4            120             116            360           356             0
     135             No                      1            120             119            360           360            60
     136             No                      1            120             119              0             0           120
     137             No                      3            120             117            420           417             0
     138             No                      0            120             120            300           300             0
     139             No                      1             60              59              0             0            60
     140             No                      2            120             118            360           360            24
     141             No                      1             60              59            360           359             0
     142             No                      1            120             119            360           359             0
     143             No                      1            120             119            360           359             0
     144             No                      1            120             119            360           360            60
     145             No                      2            113             111            360           360            12
     146             No                      1            120             119            360           359             0
    146.01
    146.02
     147             No                      3            120             117            360           360            60
     148             No                      1            120             119            300           299             0
     149             No                      2            120             118            360           358             0
     150             No                      1            120             119            300           299             0
     151             No                      2            120             118            360           360            36
     152             No                      0            120             120            360           360             0
     153             No                      2            180             178            180           178             0
     154             No                      2            120             118            360           360            60
     155             No                      2            120             118            360           360            36
     156             No                      2             60              58            420           418             0
     157             No                      2            120             118            360           360            36
     158             No                      2            120             118            360           360            60
     159             No                      2            120             118            360           360            24
     160             No                      0             60              60            360           360            12
    160.01
    160.02
     161             No                      1            120             119            360           359             0
     162             No                      1            120             119            360           359             0
     163             No                      2            120             118            360           358             0
     164             No                      1            120             119              0             0           120
     165             No                      0            120             120            360           360             0
     166             No                      3            120             117              0             0           120
     167             No                      2            140             138            360           360            12
     168             No                      1            120             119            360           360            60
     169             No                      2             60              58            360           358             0
     170             No                      4            120             116            360           360            36
     171             No                      2            120             118            360           360            48
     172             No                      1            120             119            360           360            36
     173             No                      1            120             119            360           359             0
     174             No                      1            120             119            360           359             0
    174.01
    174.02
     175             No                      3            120             117            360           360            36
     176             No                      3            120             117            360           360            60
     177             No                      2            120             118            360           360            24
     178             No                      1            120             119            360           360            24
     179             No                      3            120             117            360           360            24
     180             No                      1            120             119            360           360            36
     181             No                      2            120             118            360           360            24
     182             No                      1            120             119            360           359             0
     183             No                      1            120             119            360           359             0
     184             No                      1            120             119            360           359             0
     185             No                      1            120             119            300           299             0
     186             No                      2            120             118            360           358             0
     187             No                      1            120             119            360           360            36
     188             No                      2            120             118            360           360            60
     189             No                      1            120             119            360           359             0
     190             No                      1             60              59            180           179             0
     191             No                      1            120             119            360           360            12
     192             No                      1            120             119            360           360            60
     193             No                      2            120             118            360           360            24
     194             No                      0            120             120            360           360            24
     195             No                      1            120             119            300           299             0
     196             No                      6             60              54            360           360            24
     197             No                      2            120             118            360           360            48
     198             No                      5            120             115            360           360            36
     199             No                      5            120             115            420           415             0
     200             No                      0            120             120            360           360            60
     201             No                      0            120             120            360           360             0
     202             No                      1            120             119            360           360            24
     203             No                      1            120             119            360           359             0
     204             No                      2            120             118            360           358             0
     205             No                      2            120             118            360           358             0
     206             No                      2            180             178            180           178             0
     207             No                      0            120             120            360           360            60
     208             No                      3            120             117            360           360            24
     209             No                      2            120             118            360           358             0
     210             No                      2             60              58            360           358             0
     211             No                      0            120             120            360           360             0
     212             No                      2            120             118            300           298             0
     213             No                      3            120             117            360           357             0
     214             No                      1            120             119            360           360            24
     215             No                      0            120             120            360           360             0
     216             No                      1            120             119            360           360            24
     217             No                      2            120             118            360           358             0
     218             No                      0            120             120            360           360            12
     219             No                      1            120             119            300           299             0
     220             No                      1            120             119            240           239             0
     221             No                      1            120             119            360           359             0
     222             No                      0            120             120            360           360             0
    222.01
    222.02
    222.03
    222.04
    222.05
     223             No                      3            120             117            360           357             0
     224             No                      1            120             119            360           360            12
     225             No                      1            120             119            360           360            24
                     No                      1            120             119            360           359             0
     226             No                      1            120             119            360           359             0
     227             No                      1            120             119            360           359             0
     228             No                      3            120             117            360           357             0
     229             No                      1            120             119            360           359             0
     230             No                      1            120             119            360           360            24
     231             No                      0            120             120            240           240             0
     232             No                      2            120             118            360           360            36
     233             No                      5             60              55            360           360            36
     234             No                      2            120             118            360           358             0
     235             No                      1            120             119            360           359             0
     236             No                      2            120             118            360           358             0
     237             No                      2            120             118            360           358             0
     238             No                      0            120             120            360           360             0
     239             No                      5             60              55            360           360            36
     240             No                      6            120             114            360           354             0
     241             No                      1            120             119            360           359             0
     242             No                      2            120             118            360           358             0
     243             No                      2            120             118            360           358             0
     244             No                      2            120             118            360           360            60
     245             No                      1            120             119            360           360            36
     246             No                      1            120             119            240           239             0
     247             No                      1            120             119            360           359             0
     248             No                      1             84              83            360           359             0
     249             No                      2            120             118            360           358             0
     250             No                      5            120             115            360           360            24
     251             No                      3            120             117            360           357             0
     252             No                      3            120             117            360           360            24
     253             No                      2            120             118            360           360            60
     254             No                      1            120             119            360           359             0
     255             No                      1            120             119            300           299             0
     256             No                      2            120             118            360           358             0
     257             No                      2            120             118            360           360            12
     258             No                      1            120             119            360           359             0
     259             No                      3            216             213            360           357             0
     260             No                      1            120             119            360           360            24
     261             No                      3            120             117            360           360            36
     262             No                      5            120             115            360           355             0
     263             No                      2            120             118            360           358             0
     264             No                      1            120             119            360           359             0
     265             No                      6            120             114            360           360            36
     266             No                      2            120             118            360           360            24
     267             No                      2            120             118            360           358             0
     268             No                      2            120             118            360           358             0
     269             No                      3            120             117            360           357             0
     270             No                      2            120             118            360           360            24
     271             No                      2            120             118            360           358             0
     272             No                      1            120             119            360           360            24
     273             No                      1            120             119            360           359             0
     274             No                      1            120             119              0             0           120
     275             No                      3            120             117            360           357             0
     276             No                      3            120             117            360           360            24
     277             No                      1            120             119            360           359             0


                  REMAINING
                INTEREST ONLY                             GRACE                                         GRACE
    LOAN #        PERIOD(3)                              TO LATE                                      TO DEFAULT
--------------  -------------  ----------------------------------------------------------  -------------------------------

      1              116                                    0                                              0
      2               59                                    0                                              0
     2.01
     2.02
                      58                                    0                                              0
      3               58                                    0                                              0
      4               58                                    0                                              0
     4.01
     4.02
      5               58                                    0                                              0
      6               58                                    0                                              0
      7               58                                    0                                              0
      8               58                                    0                                              0
      9                0                                    0                              0 (5 days once every 12 months)
      10              60                                    0                                              0
      11             119                                    0                                              0
      12             117                                    0                                              0
    12.01
    12.02
    12.03
    12.04
    12.05
    12.06
    12.07
    12.08
    12.09
    12.10
    12.11
    12.12
    12.13
    12.14
    12.15
    12.16
    12.17
    12.18
      13              12                                    5                                              5
    13.01
    13.02
    13.03
    13.04
    13.05
    13.06
    13.07
    13.08
    13.09
    13.10
    13.11
    13.12
    13.13
    13.14
    13.15
      14             119                                    0                                              7
      15             119                                    0                                              7
      16              60                                    5                                              5
      17             119                                    5                                              5
      18               0                                    0                                              0
      19             120                                    0                                              0
      20             119                                    0                                              7
      21             119                                    0                                              7
      22              56       0 (late charge not due on 1st late pmt each calendar year)                  0
      23              57                                    0                                              0
      24             119                                    0                                              0
      25              59                                    5                                              5
      26              48                                    5                                              5
      27              58                                    5                                              5
      28              58                                    5                                              5
      29             119                                    0                                              7
      30              36                                    0                                              0
      31              43                                    5                               5 (Days after written notice)
      32             119                                    0                                              7
      33             119                                    0                                              7
      34             119                                    0                                              7
      35               0                                    0                                              0
      36               9                                    5                                             10
      37             119                                    0                                              7
      38              34                                    5                                              5
      39             119                                    0                                              7
      40              35                                    5                                              5
      41              34                                    5                                              5
      42              34                                    5                                              5
      43              60                                    0                                              0
      44             119                                    0                                              7
      45              58                                    5                               5 (Days after written notice)
      46             119                                    0                                              7
      47              35                                    5                               5 (Days after written notice)
      48              41                                    5                               5 (Days after written notice)
      49             119                                    0                                              7
      50              24                                    0                                              0
      51              36                                    5                                              5
      52             119                                    0                                              7
      53              58                                    0                                              0
    53.01
    53.02
    53.03
      54              36                                    5                                              5
    54.01
    54.02
      55             120                                    2                                              0
      56               0                                    0                                              0
      57              36                                    5                                              5
      58              58                                    5                                              5
    58.01
    58.02
      59              58                                    0                                              0
      60             118                                    0                                              0
      61             119                                    0                                              7
      62              22                                    0                                              0
      63               0                                    5                                              5
      64              24                                    0                                              0
      65              59                                    5                                              5
      66             119                                    0                                              7
      67              24                                    5                                              5
      68             119                                    0                                              7
      69              60                                    5                                              5
      70               0                                    0                                              0
      71             119                                    0                                              7
      72             119                                    0                                              7
      73              36                                    5                               5 (Days after written notice)
      74             119                                    0                                              7
      75              34                                    0                                              0
    75.01
    75.02
    75.03
    75.04
    75.05
    75.06
    75.07
    75.08
      76              36                                    5                                              5
                   Various                                  0                                              0
      77              22                                    0                                              0
      78               0                                    0                                              0
      79           Various                                  0                                              0
Loan Component        35                                    0                                              0
Loan Component        35                                    0                                              0
Loan Component         0                                    0                                              0
      80              57                                    0                                              0
      81              34                                    0                                              5
      82              57                                    5                                              5
      83              35                                    0                                              0
      84               9                                    0                                              0
    84.01
    84.02
      85              23                                    0                                              0
      86               0                                    5                                              5
      87               0                                    0                                              0
      88              58                                    5                               5 (Days after written notice)
      89               0                                    5                                              5
    89.01
    89.02
      90               0                                    0                                              0
      91              58                                    5                               5 (Days after written notice)
      92               0                                    5                                              5
      93               0                                    0                                              0
      94             119                                    0                                              0
      95              36                                    5                                              5
      96             119                                    5                                              5
      97             119                                    0                                              7
      98              59                                    5                                              5
      99              53                                    0                                              0
     100               0                                    0                                              0
     101             119                                    0                                              7
     102              35                                    5                                              5
     103             120                                    5                                              0
     104              18                                    0                                              0
     105             119                                    0                                              0
     106               0                                    0                                              0
    106.01
    106.02
    106.03
    106.04
    106.05
    106.06
     107               0                                    0                                              0
     108              58                                    5                                              0
     109               0                                    0                                              0
     110               0                                    0                                              0
     111              34                                    0                                              0
                       0                                    5                                              5
     112               0                                    5                                              5
     113               0                                    5                                              5
     114             119                                    0                                              7
     115              35                                    5                                              5
     116               0                                    5                                              5
     117              34                                    5                                              7
     118               0                                    5                                              5
     119               0                                    0                                              0
     120              60                                    0                                              0
     121              36                                    5                                              5
     122               0                                    5                                              5
     123               0                                    0                                              0
     124               0                                    0                                              0
     125               0                                    0                                              0
     126              60                                    5                                              5
     127               0                                    5                               5 (Days after written notice)
     128              35                                   10                                              0
     129               0                                    0                                              0
     130              58                                    0                                              0
     131              58                                    5                                              5
     132               0                                    0                                              0
    132.01
    132.02
     133              34                                    5                                              5
     134               0                                    0                                              0
     135              59                                    5                                              5
     136             119                                    0                                              7
     137               0                                    5                                              5
     138               0                                    0                                              0
     139              59                                    5                               5 (Days after written notice)
     140              22                                    0                                              0
     141               0                                    0                                              0
     142               0                                    5                                              5
     143               0                                    5                                              5
     144              59                                    5                               5 (Days after written notice)
     145              10                                    0                                              0
     146               0                                    5                               5 (Days after written notice)
    146.01
    146.02
     147              57                                    0                                              0
     148               0                                    5                                              5
     149               0                                    0                                              0
     150               0                                    0                                              0
     151              34                                    0                                              0
     152               0                                    5                               5 (Days after written notice)
     153               0                                    5                                              5
     154              58                                    5                                              5
     155              34                                    0                                              0
     156               0                                    0                                              0
     157              34                                    5                                              5
     158              58                                    5                                              5
     159              22                                    0                                              0
     160              12                                    0                                              0
    160.01
    160.02
     161               0                                    0                                              0
     162               0                                    0                                              0
     163               0                                    0                                              0
     164             119                                    0                                              7
     165               0                                    0                                              0
     166             117                                    0                                              0
     167              10                                    5                               5 (Days after written notice)
     168              59                                    0                                              0
     169               0                                    5                               5 (Days after written notice)
     170              32                                    0                                              0
     171              46                                    0                                              0
     172              35                                    0                                              0
     173               0                                    0                                              0
     174               0                                    5                                              5
    174.01
    174.02
     175              33                                    0                                              0
     176              57                                    0                                              0
     177              22                                    5                               5 (Days after written notice)
     178              23                                    5                                              5
     179              21                                    0                                              0
     180              35                                    0                                              0
     181              22                                    0                                              0
     182               0                                    0                                              0
     183               0                                    0                                              0
     184               0                                    0                                              0
     185               0                                    5                                              5
     186               0                                    0                                              0
     187              35                                   10                                              0
     188              58                                    5                                              5
     189               0                                    0                                              0
     190               0                                    5                                              5
     191              11                                    5                                              5
     192              59                                    5                                              5
     193              22                                    0                                              0
     194              24                                    5                                              5
     195               0                                    0                                              0
     196              18                                    0                                              0
     197              46                                    0                                              0
     198              31                                    5                                              5
     199               0                                    5                                              5
     200              60                                    5                                              5
     201               0                                    0                                              0
     202              23                                    0                                              0
     203               0                                    0                                              0
     204               0                                    5                                              5
     205               0                                    5                                              5
     206               0                                    5                                              5
     207              60                                    5                                              5
     208              21                                    0                                              0
     209               0                                    0                                              0
     210               0                                    0                                              0
     211               0                                    5                                              5
     212               0                                    0                                              0
     213               0                                    0                                              0
     214              23                                    0                                              0
     215               0                                    0                                              0
     216              23                                    0                                              0
     217               0                                    0                                              0
     218              12                                    5                                              5
     219               0                                    5                               5 (Days after written notice)
     220               0                                    5                               5 (Days after written notice)
     221               0                                    5                                              5
     222               0                                    0                                              0
    222.01
    222.02
    222.03
    222.04
    222.05
     223               0                                    0                                              0
     224              11                                    0                                              0
     225              23                                   10                                              0
                       0                                    0                                              0
     226               0                                    0                                              0
     227               0                                    0                                              0
     228               0                                    5                               5 (Days after written notice)
     229               0                                    5                                              5
     230              23                                    0                                              0
     231               0                                    0                                              0
     232              34                                    0                                              0
     233              31                                    0                                              0
     234               0                                    5                                              5
     235               0                                    5                                              0
     236               0                                    0                                              0
     237               0                                    0                                              0
     238               0                                    5                                              5
     239              31                                    0                                              0
     240               0                                    0                                              0
     241               0                                    0                                              0
     242               0                                    0                                              0
     243               0                                    0                                              0
     244              58                                    5                                              5
     245              35                                    0                                              0
     246               0                                    5                               5 (Days after written notice)
     247               0                                    0                                              0
     248               0                                    0                                              0
     249               0                                    0                                              0
     250              19                                    0                                              0
     251               0                                    5                                              5
     252              21                                    0                                              0
     253              58                                    0                                              0
     254               0                                    0                                              0
     255               0                                    0                                              0
     256               0                                    0                                              0
     257              10                                    0                                              0
     258               0                                    0                                              0
     259               0                                    5                               5 (Days after written notice)
     260              23                                    0                                              0
     261              33                                    0                                              0
     262               0                                    0                                              0
     263               0                                    0                                              0
     264               0                                    5                               5 (Days after written notice)
     265              30                                    0                                              0
     266              22                                    5                               5 (Days after written notice)
     267               0                                    0                                              0
     268               0                                    0                                              0
     269               0                                   10                                              0
     270              22                                    0                                              0
     271               0                                    0                                              0
     272              23                                    0                                              0
     273               0                                    0                                              0
     274             119                                    0                                              0
     275               0                                    0                                              0
     276              21                                    0                                              0
     277               0                                    0                                              0


               LOAN
               GROUP
    LOAN #    1 OR 2  ORIGINATOR                    PROPERTY NAME
------------  ------  ----------  ---------------------------------------------------

      1            2     IXIS     Park LaBrea Apartments
      2            1     MLML     Beacon Office Portfolio
     2.01          1     MLML     120 South Riverside
     2.02          1     MLML     10 South Riverside
                         CRF      YPI Transwestern Portfolio
      3            1     CRF      200 North LaSalle
      4            1     CRF      Energy Square I & II
     4.01          1     CRF      Energy Square II
     4.02          1     CRF      Energy Square I
      5            1     CRF      Bannockburn Corporate Center
      6            1     CRF      6688 North Central
      7            1     CRF      1600 Corporate Center
      8            1     CRF      Kensington Corporate Center
      9            1     MLML     First Colony Mall
      10           1     MLML     Pinnacle Hills Promenade
      11           1     IXIS     Central Park Shopping Center
      12           1     MLML     Georgetown Renaissance Portfolio
    12.01          1     MLML     3345 M Street, NW
    12.02          1     MLML     Development Area 1
    12.03          1     MLML     3307 M Street, NW
    12.04          1     MLML     3077 M Street, NW
    12.05          1     MLML     Development Area 2
    12.06          1     MLML     3330 M Street
    12.07          1     MLML     1237 Wisconsin Ave, NW
    12.08          1     MLML     3265-3269 M Street, NW
    12.09          1     MLML     Development Area 3
    12.10          1     MLML     Development Area 5
    12.11          1     MLML     3235 M Street, NW
    12.12          1     MLML     3065 M Street, NW
    12.13          1     MLML     3263 M Street, NW
    12.14          1     MLML     Development Area 4
    12.15          1     MLML     3210 M Street, NW
    12.16          1     MLML     326 King Street
    12.17          1     MLML     3067 M Street, NW
    12.18          1     MLML     3033 M Street, NW
      13           1     MLML     Konover Hotel Portfolio
    13.01          1     MLML     Holiday Inn Express Kansas City
    13.02          1     MLML     Holiday Inn Express Portage
    13.03          1     MLML     Hampton Inn Kansas City
    13.04          1     MLML     Holiday Inn Express Fremont
    13.05          1     MLML     Holiday Inn Express Mishawaka
    13.06          1     MLML     Holiday Inn Express & Suites Warsaw
    13.07          1     MLML     Holiday Inn Express Adrian
    13.08          1     MLML     Carlton Lodge Adrian
    13.09          1     MLML     Holiday Inn Express La Porte
    13.10          1     MLML     Holiday Inn Express Chelsea
    13.11          1     MLML     Hampton Inn Marshall
    13.12          1     MLML     Holiday Inn Express Howe
    13.13          1     MLML     Country Inn & Suites Mishawaka
    13.14          1     MLML     Holiday Inn Express Marshall
    13.15          1     MLML     Super 8
      14           1     MLML     Anaheim Plaza
      15           1     MLML     Sahara Pavilion North
      16           1     MLML     The Parkdales
      17           1     MLML     White Oaks Mall
      18           1     MLML     Northgate Mall
      19           1     CRF      Long Beach Marketplace
      20           1     MLML     Pavillions Place
      21           1     MLML     Olympia Place
      22           1     CRF      Greeley Mall
      23           1     MLML     Atrium - Marriott University Park
      24           2     CRF      Mansions at Technology Park
      25           1     MLML     Federal Way Crossings
      26           1     MLML     University Square
      27           1     MLML     Masi Plaza
      28           1     MLML     Campus Lodge of Tampa
      29           1     MLML     Larwin Square
      30           1     CRF      Elm Ridge Center
      31           1     PNC      Las Colinas Highlands
      32           1     MLML     Pine Creek Shopping Center
      33           1     MLML     Frontier Village
      34           1     MLML     Country Fair Shopping Center
      35           1     CRF      Warwick Hotel Seattle
      36           2     MLML     Club at Desert Pines
      37           1     MLML     Rheem Valley Shopping Center
      38           1     MLML     Doubletree Guest Suites Washington DC
      39           1     MLML     Brookhurst Center
      40           1     MLML     Castleton Commons
      41           1     MLML     Residence Inn Tysons Corner Mall
      42           1     MLML     Homewood Suites San Antonio Riverwalk
      43           1     CRF      Colonial Office Park
      44           1     MLML     Lakewood Village
      45           1     PNC      Mammoth Airport Business Park
      46           1     MLML     San Dimas Marketplace
      47           2     PNC      The Manor Homes of Arbor Walk
      48           2     PNC      Colonial Village at Haverhill Apt Homes
      49           1     MLML     Marina Village
      50           1     CRF      Courtyard by Marriott Tacoma
      51           1     MLML     Carmax - Duarte
      52           1     MLML     Plaza 580 Shopping Center
      53           1     CRF      Tarzana Office Properties
    53.01          1     CRF      Moss V-18425 Burbank Blvd
    53.02          1     CRF      Moss I-18455 Burbank Blvd
    53.03          1     CRF      Moss II-18401 Burbank Blvd
      54           1     MLML     Carmax - Florida
    54.01          1     MLML     2550 Roosevelt Boulevard
    54.02          1     MLML     901 Towne Center Boulevard
      55           1     CRF      City Heights Retail Plaza
      56           1     CRF      Sutton Station
      57           1     MLML     Carmax - Dulles
      58           1     MLML     Highpoint Oaks II Portfolio
    58.01          1     MLML     Metroplex II
    58.02          1     MLML     Highpoint II
      59           2     CRF      Sonoma Ridge Apartments
      60           1     CRF      3201 Pennsy Drive
      61           1     MLML     Brookvale Center
      62           1     CRF      Hampton Inn South Street Seaport
      63           1     MLML     Washington Plaza
      64           1     CRF      1229 Maple
      65           1     MLML     Square One Shopping Center
      66           1     MLML     Gateway Shopping Center
      67           1     MLML     Pentagon Park
      68           1     MLML     La Verne Town Center
      69           1     MLML     Perris Town Center
      70           1     CRF      Poughkeepsie Center
      71           1     MLML     Fashion Faire Place
      72           1     MLML     Caughlin Ranch Shopping Center
      73           2     PNC      Merrywood Apartment Homes
      74           1     MLML     Cable Park Center
      75           1     CRF      Campus Realty Student Housing Portfolio
    75.01          1     CRF      1316 Geddes Avenue
    75.02          1     CRF      1305-1309 S. University Avenue
    75.03          1     CRF      1113 Willard Street
    75.04          1     CRF      1335 S. University Avenue
    75.05          1     CRF      614 Monroe Street
    75.06          1     CRF      1336 Geddes Avenue
    75.07          1     CRF      1610-18 Washtenaw Avenue
    75.08          1     CRF      1327 Geddes Avenue
      76           1     MLML     Carmax - White Marsh, MD
                         CRF      Choice - Northtowne MHP and Choice - Marysville MHP
      77           2     CRF      Choice - Northtowne MHP
      78           2     CRF      Choice - Marysville MHP
      79           1     CRF      Palmer Portfolio
Loan Component     1     CRF      Palmer Portfolio - East Avenue Commons
Loan Component     1     CRF      Palmer Portfolio - The Alexandrian
Loan Component     1     CRF      Palmer Portfolio - Goodman Street
      80           1     CRF      Barrett Woods Corporate Center
      81           1     MLML     Charleston Festival
      82           1     MLML     Greentree Plaza Shopping Center
      83           1     CRF      McGregor Shopping Center
      84           1     CRF      Brighton Valley
    84.01          1     CRF      Brighton Valley Independence Village
    84.02          1     CRF      Brighton Day Care-Children's World
      85           1     CRF      Campbell Industrial Park Warehouse
      86           1     MLML     Riverhead Shopping Center
      87           1     CRF      Martin's Plaza - Dunkirk
      88           2     PNC      Wynhaven - Hollister Apartments
      89           1     MLML     Sonic Automotive II
    89.01          1     MLML     Momentum BMW
    89.02          1     MLML     Clear Lake Nissan
      90           1     CRF      McKibbon-Residence Inn Charlotte
      91           2     PNC      Franciscan at Bear Creek Apartments
      92           1     MLML     Signature Plaza
      93           1     CRF      Courtyard by Marriott - Danbury
      94           1     CRF      Flextronics
      95           1     MLML     Bryant Ranch
      96           2     MLML     Regents Walk
      97           1     MLML     Olympia West Center
      98           1     MLML     San Gabriel Parkway Business Center
      99           2     CRF      Victorian Quarters at Team Ranch
     100           1     CRF      Residence Inn - DIA
     101           1     MLML     Lakewood Shopping Center
     102           2     MLML     Presidio Square
     103           1     CRF      Prospect Square
     104           1     CRF      Kintetsu Mall
     105           1     CRF      Goffstown Plaza
     106           2     CRF      Lythgoe MFH Portfolio
    106.01         2     CRF      80th Avenue
    106.02         2     CRF      Strawberry
    106.03         2     CRF      Woburn
    106.04         2     CRF      64th Avenue
    106.05         2     CRF      Lunar
    106.06         2     CRF      Bearfoot
     107           1     CRF      Courtyard by Marriott - Lincoln
     108           1     CRF      Main Street Plaza
     109           1     CRF      McKibbon-Homewood Suites Knoxville
     110           1     CRF      Westlake Village Inn
     111           1     CRF      Gottschalks Capitola
                         MLML     Cardenas Markets
     112           1     MLML     Cardenas Markets - Indio
     113           1     MLML     Cardenas Markets - Perris
     114           1     MLML     Sycamore Plaza
     115           1     MLML     Dell Range King Soopers
     116           1     MLML     93-20 Roosevelt Avenue
     117           1     MLML     125 Uptown
     118           1     MLML     Sheraton Hotel - Ontario Airport
     119           1     CRF      Walk at John's Creek
     120           1     CRF      Paradise Valley Medical Plaza
     121           1     MLML     Carmax - Laurel, MD
     122           1     MLML     High Plains Surgery
     123           1     CRF      Carlsbad Village Self Storage
     124           1     CRF      Hampton Inn - Ellenton, FL
     125           1     CRF      Martin's Plaza  Derby
     126           1     MLML     Victorville Shopping Center
     127           1     PNC      Quakerbridge Self Storage
     128           2     CRF      Victoria Park Apartments
     129           1     CRF      Bloomington Center
     130           1     CRF      The Meadows MHP
     131           2     MLML     The Pointe at St. Joseph's
     132           1     CRF      Rivergate Plaza & Oak Ridge Plaza
    132.01         1     CRF      Oak Ridge Plaza
    132.02         1     CRF      Rivergate Plaza
     133           1     MLML     Riverside Commerce Center
     134           1     CRF      Hampton Inn - Windsor
     135           1     MLML     701 East Lake Street
     136           1     MLML     Northridge Plaza
     137           2     MLML     LaSalle Apartments
     138           1     CRF      Flagship Office Building
     139           1     PNC      Met Center Business Park
     140           1     CRF      Plaza El Toro
     141           1     CRF      Springhill Suites by Marriott
     142           2     MLML     3515 Arlene Drive
     143           1     MLML     Holiday Inn - Santa Anna
     144           2     PNC      Heritage Park Apartments - Azusa
     145           1     CRF      Wright Line HQ
     146           2     PNC      Georgetown Apartments & The Willows Apartments
    146.01         2     PNC      The Willows Apartments
    146.02         2     PNC      Georgetown Apartments
     147           1     CRF      318-332 Santa Monica Boulevard
     148           1     MLML     Reef Building
     149           1     CRF      Anchor Square Shopping Center
     150           1     CRF      Kabuki Theatre
     151           1     CRF      AA U-Stor-M
     152           2     PNC      Twin Creek Village Apartments
     153           1     MLML     Superior Super Warehouse - Chino
     154           1     MLML     College Park Plaza
     155           1     CRF      Moorpark Plaza
     156           2     CRF      Foothill Courtyard Apartments
     157           1     MLML     Glenwood Village Square
     158           1     MLML     Regency Point Shopping Center
     159           1     CRF      Westgate Plaza - Riverside, CA
     160           1     CRF      Medplex I and II
    160.01         1     CRF      Medplex I
    160.02         1     CRF      Medplex II
     161           1     CRF      Garden Ridge Kennesaw
     162           1     CRF      Garden Ridge Norcross
     163           1     CRF      Washington Shoe Mfg Co. Building
     164           1     MLML     East Burnside Plaza
     165           1     CRF      22741 Pacific Coast Highway
     166           1     CRF      761 Corporate Center Drive
     167           1     PNC      New York Graphic Society Building
     168           2     CRF      Willow Ridge Apartments
     169           2     PNC      Creekwood Apartments - Houston
     170           2     CRF      Canyon Walk Apartments
     171           1     CRF      WWG - Glendale
     172           1     CRF      Gold Coast Real Estate
     173           1     CRF      Fitzgerald Parking Lots
     174           1     MLML     Corley Portfolio
    174.01         1     MLML     Retail Center
    174.02         1     MLML     Office Park
     175           1     CRF      Whisper Lakes
     176           1     CRF      433 Lincoln Road
     177           2     PNC      River Oaks Apartments - Arlington
     178           1     MLML     Fort Apache
     179           1     CRF      Paseo Plaza
     180           1     CRF      Carmel Office Court
     181           1     CRF      Rock Oak Estates MHC
     182           1     CRF      Hillcrest Garden Center
     183           2     CRF      Town Square
     184           1     CRF      Medical Arts Building
     185           2     MLML     Doux Chene
     186           1     CRF      The Hotel
     187           2     CRF      Warehouse Apartments
     188           1     MLML     1253-1257 Los Angeles Street
     189           2     CRF      Courtyard at Exchange Alley
     190           1     MLML     Hampton Inn - Pell City
     191           1     MLML     Etowah Crossing Shopping Center
     192           1     MLML     Flamingo Plaza
     193           1     CRF      Old Barn Self Storage
     194           1     MLML     Pioneers Medical Arts Buildings
     195           1     CRF      Midland Clarion
     196           1     CRF      Miyako Mall
     197           1     CRF      WWG - Los Angeles
     198           1     MLML     Burgard Industrial Park
     199           1     MLML     Chapel Ridge - Retail
     200           1     MLML     Milford Center
     201           2     CRF      Ticon-Taylor's Pond Apartments
     202           1     CRF      Westsound Plaza
     203           2     CRF      Wood Ridge Apartments
     204           1     MLML     Huntington Square
     205           1     MLML     Highland Village Plaza - Phase II
     206           1     MLML     Superior Super Warehouse - Corona
     207           1     MLML     Linkside Center
     208           1     CRF      Torrington Self Storage
     209           1     CRF      Laguna Village Plaza
     210           1     CRF      Comfort Inn - Tempe, AZ
     211           1     MLML     Village at Valleydale
     212           1     CRF      Civic Center Plaza Norwalk
     213           2     CRF      Casa Claire
     214           1     CRF      312 E 1st Street
     215           1     CRF      Santa Monica Place
     216           2     CRF      Wynwood Apartments
     217           1     CRF      Storage Master
     218           1     MLML     Yuba City Self Storage
     219           1     PNC      New Market Square
     220           1     PNC      Skycam Building
     221           1     MLML     Executive Business Center at the District
     222           1     CRF      Teems Retail Portfolio
    222.01         1     CRF      Jenkinsburg Junction
    222.02         1     CRF      Spivey Crossing Center
    222.03         1     CRF      Chambers Plaza
    222.04         1     CRF      Jackson Square
    222.05         1     CRF      Flippen Junction
     223           2     CRF      Pebble Creek Apts
     224           1     CRF      Vegas Mountain Shopping Center
     225           1     CRF      AA Climate Control II
                         CRF      Rib Mountain Shopping Center & Post Whiting Center
     226           1     CRF      Rib Mountain Shopping Center
     227           1     CRF      Post Whiting Center
     228           1     PNC      Commonwealth Commons
     229           1     MLML     Wells Fargo - Houston
     230           1     CRF      Horizon Center
     231           1     CRF      Oak Plaza
     232           1     CRF      Pines Road Marketplace
     233           2     CRF      Timbers Apartments
     234           1     MLML     Walmart Shops at Panola
     235           1     CRF      Big Spring Marketplace
     236           1     CRF      Storage One at Regena
     237           1     CRF      Woodbury Courts
     238           1     MLML     Advanced Stor Edge
     239           2     CRF      The Village Apartments
     240           2     CRF      Arrowhead MHP
     241           2     CRF      Laurel Canyon Apartments
     242           1     CRF      Green Turtle Plaza
     243           1     CRF      Boulevard Plaza
     244           2     MLML     Beech Kearny Apartments
     245           1     CRF      StorageHouse Self Storage
     246           1     PNC      College Hill Square
     247           1     CRF      Wavell Showcase & Furniture
     248           1     CRF      Hobart Plaza
     249           1     CRF      Spectrum Health Grand Rapids
     250           2     CRF      Holiday Acres
     251           1     MLML     AGA Medical
     252           1     CRF      Mays Crossing
     253           1     CRF      Available Self Storage
     254           1     CRF      222 Camp Wisdom Village
     255           2     CRF      Longfellow Apartments
     256           2     CRF      Vineyards on Garland Apartments
     257           1     CRF      Centerpointe Plaza
     258           1     CRF      Golden West Plaza
     259           2     PNC      Stone Ridge Apartments
     260           1     CRF      Shops at Waterloo
     261           2     CRF      Jefferson Manor Townhomes
     262           1     CRF      Oakbrooke Centre
     263           1     CRF      Memorial Drive Retail Center
     264           1     PNC      Sabino Plaza
     265           1     CRF      3826 South New Hope Road
     266           1     PNC      Meridian Meadows Center
     267           1     CRF      Iron Mountain
     268           1     CRF      Cypress Center
     269           1     CRF      Louetta Shopping Center
     270           1     CRF      Callaghan Corners
     271           1     CRF      Shops of South Cobb
     272           1     CRF      Taylor Plaza-Montgomery
     273           2     CRF      Collindale Apartments
     274           1     CRF      Fed-Ex Kinkos
     275           1     CRF      Southwest Mini Storage
     276           2     CRF      Fairways Apartments
     277           1     CRF      Lewis Lockup


                                                                 ORIGINAL
    LOAN #      PREPAYMENT PROVISION (PAYMENTS)(16),(17),(24),(25),(26),(27),(28),(29),(30),(31),(32),(33),(34),(35),(36)
--------------  ---------------------------------------------------------------------------------------------------------

      1         LO(24),YM(1),YMorDef(88),O(7)
      2         GRTR1%orYM(56),O(4)
     2.01
     2.02
                LO(26),Def(32),O(2)
      3         LO(26),Def(32),O(2)
      4         LO(26),Def(32),O(2)
     4.01
     4.02
      5         LO(26),Def(32),O(2)
      6         LO(26),Def(32),O(2)
      7         LO(26),Def(32),O(2)
      8         LO(26),Def(32),O(2)
      9         LO(26),Def(24),O(10)
      10        LO(24),Def(26),O(10)
      11        LO(25),Def(91),O(4)
      12        LO(27),Def(90),O(3)
    12.01
    12.02
    12.03
    12.04
    12.05
    12.06
    12.07
    12.08
    12.09
    12.10
    12.11
    12.12
    12.13
    12.14
    12.15
    12.16
    12.17
    12.18
      13        LO(24),Def(92),O(4)
    13.01
    13.02
    13.03
    13.04
    13.05
    13.06
    13.07
    13.08
    13.09
    13.10
    13.11
    13.12
    13.13
    13.14
    13.15
      14        LO(25),Def(91),O(4)
      15        LO(25),Def(91),O(4)
      16        LO(24),Def(94),O(2)
      17        LO(25),Def(85),O(10)
      18        LO(27),Def(86),O(7)
      19        LO(24),Def(92),O(4)
      20        LO(25),Def(91),O(4)
      21        LO(25),Def(91),O(4)
      22        LO(28),Def(88),O(4)
      23        LO(27),Def(89),O(4)
      24        LO(25),Def(91),O(4)
      25        LO(25),Def(91),O(4)
      26        LO(36),Def(80),O(4)
      27        LO(26),Def(90),O(4)
      28        LO(26),Def(92),O(2)
      29        LO(25),Def(91),O(4)
      30        LO(31),Def(85),O(4)
      31        LO(36),Def(20),O(4)
      32        LO(25),Def(91),O(4)
      33        LO(25),Def(91),O(4)
      34        LO(25),Def(91),O(4)
      35        LO(25),Def(91),O(4)
      36        LO(27),Def(89),O(4)
      37        LO(25),Def(91),O(4)
      38        LO(26),Def(90),O(4)
      39        LO(25),Def(91),O(4)
      40        LO(25),Def(91),O(4)
      41        LO(26),Def(90),O(4)
      42        LO(26),Def(90),O(4)
      43        LO(24),Def(92),O(4)
      44        LO(25),Def(91),O(4)
      45        LO(36),Def(81),O(3)
      46        LO(25),Def(91),O(4)
      47        LO(36),Def(81),O(3)
      48        LO(35), GRTR1% or YM(81),O(4)
      49        LO(25),Def(91),O(4)
      50        LO(24),Def(92),O(4)
      51        LO(24),Def(92),O(4)
      52        LO(25),Def(91),O(4)
      53        LO(26),Def(90),O(4)
    53.01
    53.02
    53.03
      54        LO(24),Def(92),O(4)
    54.01
    54.02
      55        LO(24),Def(92),O(4)
      56        LO(24),Def(92),O(4)
      57        LO(24),Def(92),O(4)
      58        LO(26),Def(91),O(3)
    58.01
    58.02
      59        LO(26),Def(90),O(4)
      60        LO(26),Def(57),O(37)
      61        LO(25),Def(91),O(4)
      62        LO(26),Def(90),O(4)
      63        LO(24),Def(92),O(4)
      64        LO(24),Def(92),O(4)
      65        LO(25),GRTR1%orYMorDef(91),O(4)
      66        LO(25),Def(91),O(4)
      67        LO(24),Def(34),O(2)
      68        LO(25),Def(91),O(4)
      69        LO(24),Def(91),O(5)
      70        LO(24),Def(92),O(4)
      71        LO(25),Def(91),O(4)
      72        LO(25),Def(91),O(4)
      73        LO(35), GRTR1%orYM(81),O(4)
      74        LO(25),Def(91),O(4)
      75        LO(26),Def(90),O(4)
    75.01
    75.02
    75.03
    75.04
    75.05
    75.06
    75.07
    75.08
      76        LO(24),Def(92),O(4)
                LO(26),Def(90),O(4)
      77        LO(26),Def(90),O(4)
      78        LO(26),Def(90),O(4)
      79        LO(25),Def(91),O(4)
Loan Component  LO(25),Def(91),O(4)
Loan Component  LO(25),Def(91),O(4)
Loan Component  LO(25),Def(91),O(4)
      80        LO(27),Def(88),O(5)
      81        LO(26),Def(90),O(4)
      82        LO(27),Def(89),O(4)
      83        LO(25),Def(91),O(4)
      84        LO(27),Def(89),O(4)
    84.01
    84.02
      85        LO(25),Def(91),O(4)
      86        LO(25),Def(91),O(4)
      87        LO(25),Def(91),O(4)
      88        LO(36), Def(81),O(3)
      89        LO(30),Def(86),O(4)
    89.01
    89.02
      90        LO(26),Def(90),O(4)
      91        LO(36),Def(81),O(3)
      92        LO(59),GRTR1%orYM(57),O(4)
      93        LO(28),Def(88),O(4)
      94        LO(25),Def(91),O(4)
      95        LO(24),Def(92),O(4)
      96        LO(25),GRTR1%orYM(91),O(4)
      97        LO(25),Def(91),O(4)
      98        LO(13),YM(46),O(1)
      99        LO(47),LESSofDeforGRTRofYMor3%(24),LESSofDeforGRTRofYMor2%(12),LESSofDeforGRTRofYMor1%(30),O(7)
     100        LO(25),Def(91),O(4)
     101        LO(25),Def(91),O(4)
     102        LO(25),Def(91),O(4)
     103        LO(24),Def(92),O(4)
     104        LO(30),Def(28),O(2)
     105        LO(25),Def(91),O(4)
     106        LO(26),Def(90),O(4)
    106.01
    106.02
    106.03
    106.04
    106.05
    106.06
     107        LO(28),Def(88),O(4)
     108        LO(26),Def(87),O(7)
     109        LO(26),Def(90),O(4)
     110        LO(24),Def(92),O(4)
     111        LO(26),Def(90),O(4)
     112        LO(27),Def(89),O(4)
     113        LO(27),Def(89),O(4)
     114        LO(25),Def(91),O(4)
     115        LO(25),Def(91),O(4)
     116        LO(25),Def(91),O(4)
     117        LO(26),Def(90),O(4)
     118        LO(25),Def(91),O(4)
     119        LO(25),Def(91),O(4)
     120        LO(24),Def(92),O(4)
     121        LO(24),Def(92),O(4)
     122        LO(24),Def(89),O(7)
     123        LO(26),Def(90),O(4)
     124        LO(28),Def(88),O(4)
     125        LO(25),Def(91),O(4)
     126        LO(24),Def(92),O(4)
     127        LO(36),Def(81),O(3)
     128        LO(59),LESSofDeforGRTRofYMor3%(12),LESSofDeforGRTRofYMor2%(12),LESSofDeforGRTRofYMor1%(33),O(4)
     129        LO(25),Def(88),O(7)
     130        LO(26),Def(30),O(4)
     131        LO(25),GRTR1%orYM(31),O(4)
     132        LO(40),Def(76),O(4)
    132.01
    132.02
     133        LO(26),Def(90),O(4)
     134        LO(28),Def(88),O(4)
     135        LO(24),GRTR1%orYM(92),O(4)
     136        LO(25),Def(91),O(4)
     137        LO(27),Def(89),O(4)
     138        LO(24),Def(92),O(4)
     139        LO(36),Def(20),O(4)
     140        LO(26),Def(90),O(4)
     141        LO(25),Def(31),O(4)
     142        LO(25),Def(91),O(4)
     143        LO(25),Def(91),O(4)
     144        LO(36),Def(81),O(3)
     145        YM(26),Def(83),O(4)
     146        LO(36),Def(81),O(3)
    146.01
    146.02
     147        LO(27),Def(89),O(4)
     148        LO(25),Def(91),O(4)
     149        LO(26),Def(90),O(4)
     150        LO(25),Def(91),O(4)
     151        LO(26),Def(90),O(4)
     152        LO(59), GRTR1%orYM(58),O(3)
     153        LO(26),Def(150),O(4)
     154        LO(26),Def(90),O(4)
     155        LO(26),Def(90),O(4)
     156        LO(26),Def(27),O(7)
     157        LO(26),Def(91),O(3)
     158        LO(24),GRTR1%orYM(92),O(4)
     159        LO(26),Def(90),O(4)
     160        LO(24),Def(32),O(4)
    160.01
    160.02
     161        LO(25),Def(92),O(3)
     162        LO(25),Def(92),O(3)
     163        LO(26),Def(90),O(4)
     164        LO(25),Def(91),O(4)
     165        LO(24),Def(92),O(4)
     166        LO(27),Def(86),O(7)
     167        LO(36),Def(101),O(3)
     168        LO(25),Def(91),O(4)
     169        LO(35), GRTR1%orYM(22),O(3)
     170        LO(28),Def(88),O(4)
     171        LO(26),Def(90),O(4)
     172        LO(25),Def(91),O(4)
     173        LO(25),Def(91),O(4)
     174        LO(25),Def(93),O(2)
    174.01
    174.02
     175        LO(27),Def(89),O(4)
     176        LO(27),Def(89),O(4)
     177        LO(59), GRTR1% or YM(58),O(3)
     178        LO(25),Def(91),O(4)
     179        LO(27),Def(89),O(4)
     180        LO(25),Def(91),O(4)
     181        LO(26),Def(90),O(4)
     182        LO(25),Def(91),O(4)
     183        LO(25),Def(91),O(4)
     184        LO(25),Def(90),O(5)
     185        LO(25),Def(93),O(2)
     186        LO(26),Def(90),O(4)
     187        LO(25),Def(91),O(4)
     188        LO(26),Def(89),O(5)
     189        LO(25),Def(91),O(4)
     190        LO(25),Def(31),O(4)
     191        LO(25),Def(91),O(4)
     192        LO(25),Def(91),O(4)
     193        LO(26),Def(90),O(4)
     194        LO(24),Def(92),O(4)
     195        LO(25),Def(91),O(4)
     196        LO(30),Def(28),O(2)
     197        LO(26),Def(90),O(4)
     198        LO(29),Def(87),O(4)
     199        LO(29),Def(87),O(4)
     200        LO(24),Def(94),O(2)
     201        LO(24),Def(92),O(4)
     202        LO(25),Def(91),O(4)
     203        LO(25),Def(35),GrtrYMor1%(56),O(4)
     204        LO(26),Def(90),O(4)
     205        LO(26),Def(90),O(4)
     206        LO(26),Def(150),O(4)
     207        LO(24),Def(94),O(2)
     208        LO(27),Def(89),O(4)
     209        LO(26),Def(90),O(4)
     210        LO(26),Def(27),O(7)
     211        LO(24),Def(94),O(2)
     212        LO(26),Def(92),O(2)
     213        LO(27),Def(89),O(4)
     214        LO(25),Def(91),O(4)
     215        LO(24),Def(92),O(4)
     216        LO(25),Def(91),O(4)
     217        LO(26),Def(90),O(4)
     218        LO(24),Def(92),O(4)
     219        LO(59), GRTR1%orYM(58),O(3)
     220        LO(59), GRTR1%orYM(58),O(3)
     221        LO(25),Def(91),O(4)
     222        LO(24),Def(92),O(4)
    222.01
    222.02
    222.03
    222.04
    222.05
     223        LO(27),Def(89),O(4)
     224        LO(25),Def(91),O(4)
     225        LO(25),Def(91),O(4)
                LO(25),Def(91),O(4) 226 LO(25),Def(91),O(4) 227
     LO(25),Def(1),O(4) 228 LO(36),Def(81),O(3) 229 LO(25),Def(91),O(4) 230
     LO(25),Def(1),O(4)
     231        LO(48),LESSofDeforGRTRofYMor3%(23),LESSofDeforGRTRofYMor2%(12),LESSofDeforGRTRofYMor1%(30),O(7)
     232        LO(26),Def(90),O(4)
     233        LO(29),Def(28),O(3)
     234        LO(26),Def(90),O(4)
     235        LO(25),Def(91),O(4)
     236        LO(26),Def(90),O(4)
     237        LO(26),Def(90),O(4)
     238        LO(24),Def(92),O(4)
     239        LO(29),Def(28),O(3)
     240        LO(30),Def(86),O(4)
     241        LO(25),Def(91),O(4)
     242        LO(26),Def(90),O(4)
     243        LO(26),Def(90),O(4)
     244        LO(26),Def(92),O(2)
     245        LO(25),Def(91),O(4)
     246        LO(59), GRTR1%orYM(58),O(3)
     247        LO(25),Def(91),O(4)
     248        LO(25),Def(52),O(7)
     249        LO(26),Def(90),O(4)
     250        LO(29),Def(87),O(4)
     251        LO(27),Def(89),O(4)
     252        LO(27),Def(89),O(4)
     253        LO(26),Def(90),O(4)
     254        LO(25),Def(91),O(4)
     255        LO(25),Def(91),O(4)
     256        LO(26),Def(90),O(4)
     257        LO(26),Def(90),O(4)
     258        LO(25),Def(91),O(4)
     259        LO(36), Def(176), O(4)
     260        LO(25),Def(91),O(4)
     261        LO(59),LESSofDeforGRTRofYMor1%(57),O(4)
     262        LO(29),Def(87),O(4)
     263        LO(26),Def(90),O(4)
     264        LO(59), GRTR1%orYM(58),O(3)
     265        LO(30),Def(86),O(4)
     266        LO(36),Def(81),O(3)
     267        LO(26),Def(90),O(4)
     268        LO(26),Def(90),O(4)
     269        LO(27),Def(89),O(4)
     270        LO(26),Def(90),O(4)
     271        LO(26),Def(90),O(4)
     272        LO(25),Def(91),O(4)
     273        LO(25),Def(91),O(4)
     274        LO(25),Def(91),O(4)
     275        LO(27),Def(89),O(4)
     276        LO(27),Def(89),O(4)
     277        LO(25),Def(91),O(4)


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

      1                                                 1,582,063     247,213
      2                                    4,000,000                             16,690,498
     2.01
     2.02
                                            727,023     2,276,324     168,322    10,184,600
      3                                     298,066      933,252      69,009      4,175,504
      4                                     155,189      485,900      35,930      2,173,985
     4.01
     4.02
      5                                     93,308       292,148      21,603      1,307,114
      6                                     90,716       284,033      21,003      1,270,806
      7                                     61,233       191,722      14,177       857,794
      8                                     28,511       89,268        6,601       399,396
      9
      10
      11          34,375                   2,202,334     204,716      156,163     2,080,328
      12                      3,000,000    4,236,901     534,301      379,167     3,000,000
    12.01
    12.02
    12.03
    12.04
    12.05
    12.06
    12.07
    12.08
    12.09
    12.10
    12.11
    12.12
    12.13
    12.14
    12.15
    12.16
    12.17
    12.18
      13          141,125     4,325,000                  279,659      83,359       500,000
    13.01
    13.02
    13.03
    13.04
    13.05
    13.06
    13.07
    13.08
    13.09
    13.10
    13.11
    13.12
    13.13
    13.14
    13.15
      14
      15
      16
      17
      18
      19           8,313                                 211,930      21,791
      20
      21
      22          310,500                   400,000      230,000      43,000
      23         1,438,800      43,098                   194,998      33,113
      24          72,800                                 411,267
      25                                                 133,175      59,835      3,097,459
      26                                                 25,766        7,044      5,568,000
      27                                                 315,290
      28                                                 430,593      206,219
      29
      30                       250,000                   262,692       3,711
      31          16,250                    932,121      355,775      26,174      1,169,497
      32
      33
      34
      35          12,500                                 24,232
      36          128,500      175,000                   56,430       57,684
      37
      38                        19,263                   171,264      28,787
      39
      40                       119,419      336,000      19,004       86,774       911,178
      41                        16,803                   189,167      27,470
      42                        20,454                   177,248      37,927
      43          87,250                                 49,156       12,486
      44
      45                       446,000      314,000      45,842        9,734
      46
      47                                                 224,850      19,196
      48          500,000                                594,413      20,832       450,000
      49
      50                                                 37,069       20,691      1,000,000
      51
      52
      53                                                 157,706
    53.01
    53.02
    53.03
      54                                                                           91,438
    54.01
    54.02
      55                                                 39,528
      56                                                 20,451        1,613
      57
      58          13,625                   1,330,000     315,000      24,043
    58.01
    58.02
      59                       150,000                   28,295        4,029
      60                                                 30,352        5,615
      61
      62                                                 150,000       8,333
      63                        24,000                   26,688       44,454
      64                                                 20,803        5,430
      65                      1,203,750                  240,060
      66
      67                        48,562      400,000                                260,000
      68
      69          49,244        74,941                   17,774
      70                                                                          2,200,000
      71
      72
      73          400,000                                251,659      39,422       500,000
      74
      75          17,500                                 87,892       20,960
    75.01
    75.02
    75.03
    75.04
    75.05
    75.06
    75.07
    75.08
      76
                  167,691                                37,456        9,176       620,000
      77          107,654                                15,009        4,303       620,000
      78          60,038                                 22,447        4,873
      79          33,875                                 204,777      11,419      1,000,000
Loan Component    25,748                                 155,646       8,679       760,076
Loan Component     5,212                                 31,507        1,757       153,862
Loan Component     2,915                                 17,624         983        86,062
      80                       415,000     2,434,000     371,223       3,238
      81                                                              21,249      1,033,006
      82                        46,402                   53,906       17,809
      83                                                 25,360       66,450      1,100,000
      84                                                 20,003       69,982
    84.01
    84.02
      85           5,000       213,200     1,200,000     42,764                   1,600,000
      86          18,750                                               4,771
      87                                                 29,180
      88                       200,000                   302,417      84,788
      89                                                                           623,866
    89.01
    89.02
      90                                                 107,268      12,295
      91                       200,000                   477,667      46,270
      92                                                 44,074        3,341
      93                                                 26,977
      94
      95          26,695                    250,000      73,859        3,029        3,750
      96                                                 14,903       12,524
      97
      98                                                 90,931       14,868
      99                                                 186,164      18,241
     100
     101
     102          36,988                                 261,838      14,543      1,650,000
     103                                                 28,395        5,168
     104                       103,434                   42,791        2,270
     105          27,250                                 129,840                   400,000
     106                        10,825                   52,391       86,091
    106.01
    106.02
    106.03
    106.04
    106.05
    106.06
     107                                                 16,858
     108                                                 141,253       1,964       100,000
     109                                                 143,954       7,105
     110          13,875                                 52,702       158,289
     111           6,250        1,917
     112
     113
     114
     115                                                  4,898        6,424
     116          17,656                                 40,702        2,969       580,430
     117                                                 138,720       3,262
     118          500,000                                46,500       50,478       65,000
     119                                    352,813      19,420        2,538       144,537
     120
     121
     122                                                 33,072        5,723       416,000
     123                                                  7,199       15,768       600,000
     124                                                 80,755
     125                                                 72,121
     126                                    335,000      22,154                    523,392
     127                                                 27,272
     128           4,688                                 215,000      69,590
     129
     130                                                 32,388        3,165
     131          23,750       876,250                                40,102
     132          567,765                                52,028       30,104       500,000
    132.01
    132.02
     133                                                 18,644        7,760       248,355
     134                                                 23,343
     135                                                                           54,365
     136
     137          250,000                                53,607
     138                                                 34,539        6,399
     139                        37,932      200,000      13,279         863        265,804
     140                                                  6,419       13,173
     141                                                 24,742       24,936
     142                                                 65,083        4,719      1,060,250
     143          34,375                                 51,282       24,570       45,000
     144                                                 19,279       11,147       78,750
     145
     146                                                 105,514      10,509
    146.01
    146.02
     147                                                 36,035        6,533       650,000
     148
     149                                                  7,214                    40,000
     150                                                 20,819        4,818      2,250,000
     151          20,000                                 25,831       19,557
     152                                                 47,835       14,671       300,000
     153                                                 68,374
     154                                                 86,612
     155                                    100,000      32,138
     156          53,151                                 59,711
     157          70,625                                 19,943        2,355       600,000
     158          21,250                                  2,332         936        10,000
     159                                                  7,062       16,092       298,840
     160                                    95,086        7,583         612        150,000
    160.01
    160.02
     161
     162
     163                                    368,595        919
     164
     165                                    84,972       13,893        1,810       103,108
     166                                                                           702,448
     167                                                                           173,750
     168                                                 19,443       22,511
     169          58,279                                 79,083       38,092
     170                                                 24,900        4,750
     171                                                 15,056
     172                                                 34,782        2,478
     173          41,344        4,050                    10,549        3,527
     174                                    44,716        8,492        1,037       300,000
    174.01
    174.02
     175          201,875                                44,604        4,538
     176                                                 82,796       29,600       200,000
     177          152,813                                125,917       9,706
     178                                                  9,193        2,447       700,000
     179                                    100,000      115,541
     180          27,500        1,957       65,000       12,040        1,654
     181                                                 13,046        3,888
     182                                                 13,268       18,690
     183                                                 31,691        4,151
     184          21,875        23,000      34,300       27,115       16,888
     185          44,375       242,110                   76,981       15,556       92,000
     186                                                 129,826      77,701
     187            625         2,154                    16,554        5,907
     188                                    200,000      10,422
     189                                                  7,844       13,477
     190                                                               9,798
     191                                                 29,912        1,545       770,000
     192                                                  4,195        6,825
     193                                                 32,331        2,100       400,000
     194                                    100,000      13,650         587        124,929
     195          21,875        19,021                   10,210       10,893       190,000
     196                       107,877                   13,443        1,440
     197          21,250                                 23,350
     198          56,500        56,315                   36,669        1,962
     199                                    85,000       23,563        2,019       36,000
     200                                                  4,194        1,047
     201                                                  4,746         536
     202           1,875                                  8,364       10,655
     203          215,625                                 7,936       21,775
     204          10,000                    100,000      10,213        9,000       10,000
     205                                                 37,800        4,487        2,019
     206                                                 38,346
     207                                                  3,722        4,051
     208                        2,375                    22,405       11,401
     209
     210                        8,970                     5,114        3,000
     211                                                  6,499        9,668       177,657
     212                                                 38,832        8,628
     213           1,500        9,333                    78,306        6,429
     214                                    100,000      18,219        1,043
     215          49,969         204         1,492       25,976        2,793       23,872
     216            900        126,720                   29,025        1,995
     217                         468                     29,564        6,554
     218                                                 13,887        5,813       175,000
     219                                                 59,133
     220                                                  8,000        1,402
     221                        7,500       12,000                     7,000       100,000
     222                                                  7,495        1,628
    222.01
    222.02
    222.03
    222.04
    222.05
     223                                                  3,302        8,347
     224                                                  8,724        2,877       405,000
     225                        1,645                     7,238       23,750
                   7,610                                 17,828         990
     226           7,610                                 13,433         827
     227                                                  4,395         163
     228                        12,870
     229
     230                                                 10,337         698
     231          11,673
     232                                                 26,809        1,647
     233                                                 21,591       10,095
     234                                                                513
     235                         676         2,703        5,059        5,063       44,000
     236                        18,400                    6,891
     237                        1,364       200,000       8,819        4,804
     238                                                 20,538        6,325
     239                                                 21,591       10,399
     240           4,375                                  2,736         857
     241                         800                      6,625        3,456
     242
     243           7,500                    50,000       50,559        1,543
     244                                                              13,588       64,000
     245                                                  8,924        5,012
     246                                                  5,329        1,504
     247                                                  4,954        1,525
     248                                                  6,000        3,147
     249
     250          23,400                                  5,294        8,723       150,000
     251                                                 21,115                    14,945
     252                                                 37,874         543
     253                                                 19,302
     254                         861        25,000       12,442        6,074
     255                        38,987                   11,241       17,053
     256          20,875        1,888                     1,803        2,191
     257                                                 24,516         661        12,600
     258                                                  7,403         885
     259
     260                         124          746         5,786        3,208       15,052
     261                                                 38,787        1,150
     262                                                 18,169         673        50,000
     263                         722         1,692        3,143         714
     264                                                  2,171        1,128
     265                        2,000        2,000        7,589         923
     266                                                   861         1,519        1,250
     267                         779
     268                         396                     10,150        1,000       36,000
     269                                                 50,611         551
     270                                                  4,611         326        57,356
     271                         201          500         4,215         803
     272                                                  8,598        1,897
     273                        33,120                    1,111        2,038
     274
     275           3,000         486                     10,524        1,260
     276           5,000        1,250                    10,403         963         5,290
     277           8,094                                  9,632         997


                                                                         UPFRONT
                                                                           OTHER
    LOAN #                                                         RESERVE DESCRIPTION
--------------  -----------------------------------------------------------------------------------------------------------------

      1
      2         Unfunded Tenant Allowance Reserve
     2.01
     2.02
                Additional Rollover Reserve (2,000,000.00); Dionex Free Rent Reserve (645,000.00); AMA Reserve (470,000.00); Free
                Rent Reserve (1,658,208.45); Outstanding Landlord TI & Capital Obligations (5,411,391.24)
      3         Additional Rollover Reserve (2,000,000.00); Dionex Free Rent Reserve (645,000.00); AMA Reserve (470,000.00); Free
                Rent Reserve (1,658,208.45); Outstanding Landlord TI & Capital Obligations (5,411,391.24)
      4         Additional Rollover Reserve (2,000,000.00); Dionex Free Rent Reserve (645,000.00); AMA Reserve (470,000.00); Free
                Rent Reserve (1,658,208.45); Outstanding Landlord TI & Capital Obligations (5,411,391.24)
     4.01
     4.02
      5         Additional Rollover Reserve (2,000,000.00); Dionex Free Rent Reserve (645,000.00); AMA Reserve (470,000.00); Free
                Rent Reserve (1,658,208.45); Outstanding Landlord TI & Capital Obligations (5,411,391.24)
      6         Additional Rollover Reserve (2,000,000.00); Dionex Free Rent Reserve (645,000.00); AMA Reserve (470,000.00); Free
                Rent Reserve (1,658,208.45); Outstanding Landlord TI & Capital Obligations (5,411,391.24)
      7         Additional Rollover Reserve (2,000,000.00); Dionex Free Rent Reserve (645,000.00); AMA Reserve (470,000.00); Free
                Rent Reserve (1,658,208.45); Outstanding Landlord TI & Capital Obligations (5,411,391.24)
      8         Additional Rollover Reserve (2,000,000.00); Dionex Free Rent Reserve (645,000.00); AMA Reserve (470,000.00); Free
                Rent Reserve (1,658,208.45); Outstanding Landlord TI & Capital Obligations (5,411,391.24)
      9
      10
      11        Supplemental Capital Reserve Deposit ($2,000,000) and Rent Loss Deposit ($80,328)
      12        Interest Reserve
    12.01
    12.02
    12.03
    12.04
    12.05
    12.06
    12.07
    12.08
    12.09
    12.10
    12.11
    12.12
    12.13
    12.14
    12.15
    12.16
    12.17
    12.18
      13        Seasonality Reserve
    13.01
    13.02
    13.03
    13.04
    13.05
    13.06
    13.07
    13.08
    13.09
    13.10
    13.11
    13.12
    13.13
    13.14
    13.15
      14
      15
      16
      17
      18
      19
      20
      21
      22
      23
      24
      25        Occupancy Reserves (2,242,430); Environmental Reserves (68,750); Construction Reserves (86,279); Capitalized
                Reserves (700,000)
      26        Church's Chicken Reserve (218,000); Pharmacy Occupancy Reserve (850,000); Occupancy LOC (4,500,000)
      27
      28
      29
      30
      31        Rent Credit Reserve
      32
      33
      34
      35
      36
      37
      38
      39
      40        Letter of Credit Transfer Reserve (150); Golfsmith LOC (911,028)
      41
      42
      43
      44
      45
      46
      47
      48        Operating Deficit Reserve
      49
      50        Holdback
      51
      52
      53
    53.01
    53.02
    53.03
      54        Documentary Stamp Tax Reserve
    54.01
    54.02
      55
      56
      57
      58
    58.01
    58.02
      59
      60
      61
      62
      63
      64
      65
      66
      67        New Tenant Reserve
      68
      69
      70        GSA Holdback (1,700,000.00); Collateral Holdback (500,000.00)
      71
      72
      73        Operating Deficit Escrow
      74
      75
    75.01
    75.02
    75.03
    75.04
    75.05
    75.06
    75.07
    75.08
      76
                Holdback Reserve
      77        Holdback Reserve
      78
      79        Simon Benjamin Little Holdback
Loan Component  Simon Benjamin Little Holdback
Loan Component  Simon Benjamin Little Holdback
Loan Component  Simon Benjamin Little Holdback
      80
      81        New Tenant Reserve (774,008.58); Debt Service Reserve (258,997.00)
      82
      83        Earnout Reserve
      84
    84.01
    84.02
      85        Termination Payment Reserve
      86
      87
      88
      89        Liquidity Reserve (250,000); Debt Service Reserve (98,866.13); Parking Reserve (50,000); Insurance LOC (225,000)
    89.01
    89.02
      90
      91
      92
      93
      94
      95        Environmental Reserve
      96
      97
      98
      99
     100
     101
     102        Environmental Remediation Reserve
     103
     104
     105        Roofing Matters-LOC
     106
    106.01
    106.02
    106.03
    106.04
    106.05
    106.06
     107
     108        Holdback
     109
     110
     111
     112
     113
     114
     115
     116        Staples Reserve (51,000.00); Occupancy Reserves (300,000.00); CO Reserves (131,250.00); A Note Debt Service Reserve
                (82,558.81); B Note Debt Service Reserve (15,621.22)
     117
     118        Seasonality Reserve
     119        Rent Reserve
     120
     121
     122        Parking Reserve (216,000); Existing Lease Reserve (200,000)
     123        Holdback
     124
     125
     126         Tenant Occupancy Reserve ($522,554.50); LOC Transfer Reserve ($837.50)
     127
     128
     129
     130
     131
     132        State of Florida Lease Reserve
    132.01
    132.02
     133        Portfolio Reserve (198,355.00); Post Closing Undertaking Reserve (50,000)
     134
     135        Wayzata Tenant Reserve
     136
     137
     138
     139        PPD Escrow Deposit
     140
     141
     142        LOC Transfer Reserve (250); DSCR LOC (1,060,000)
     143        Seasonality Reserve
     144        Other Reserve Agreement
     145
     146
    146.01
    146.02
     147        Capex & Rollover Reserves LOC (250,000);Tower Records LOC (200,000); Tower Records Holdback (200,000)
     148
     149        Additional Insurance Reserve
     150        Holdback Reserve Account
     151
     152        Earnout until base rental collections for three consecutive months are $93,200.
     153
     154
     155
     156
     157        Occupancy Reserve
     158        Environmental Reserve
     159        Rooms 2 Furnish Reserve ($213,840); Arrowhead Improvement Allowance ($85,000)
     160        DSCR LOC
    160.01
    160.02
     161
     162
     163
     164
     165        Debt Service Reserve
     166        Collections Holdback
     167        Security Deposit
     168
     169
     170
     171
     172
     173
     174        Tenant Occupancy Reserve
    174.01
    174.02
     175
     176        TILC/ Cap Ex LOC
     177
     178        Occupancy Reserve
     179
     180
     181
     182
     183
     184
     185        Roof Repair Reserve (72,000); Indemnity Holdback (20,000)
     186
     187
     188
     189
     190
     191        Los Arcos Reserve (20,000); DSCR LOC (750,000)
     192
     193        Holdback
     194        Hahm Reserve (85,000.00); Ground Lease Reserve (3,764.00); Debt Service Reserve (36,165.35)
     195        Holdback
     196
     197
     198
     199        Shoe Show
     200
     201
     202
     203
     204        Environmental Remediation Reserve
     205        Dress Shop Occupancy Reserve
     206
     207
     208
     209
     210
     211        Occupancy Reserve
     212
     213
     214
     215        Japanese Grill Rent Holdback
     216
     217
     218        Debt Service Reserve
     219
     220
     221        Debt Service Reserve
     222
    222.01
    222.02
    222.03
    222.04
    222.05
     223
     224        Holdback
     225
     226
     227
     228
     229
     230
     231
     232
     233
     234
     235        Maurice's Holdback Reserve
     236
     237
     238
     239
     240
     241
     242
     243
     244        Environmental Reserve
     245
     246
     247
     248
     249
     250        Holdback
     251        Debt Service
     252
     253
     254
     255
     256
     257        Occupancy Holdback
     258
     259
     260        Rent Holdback
     261
     262        Occupancy Reserve
     263
     264
     265
     266        Environmental Remediation Reserve
     267
     268        Rent Holdback
     269
     270        $25,032.00 (Got Hair Holdback Funds); $11,072.00 (Wireless Toyz Holdback Funds); $21,252.00
                (Artistic Blooms Holdback Funds)
     271
     272
     273
     274
     275
     276        Holdback Funds
     277


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

      1
      2
     2.01
     2.02
                         34,716                             625,000                      138,864       2,250,000
      3                  14,233                             256,239                      56,932         922,460
      4                   7,410                             133,411                      29,642         480,281
     4.01
     4.02
      5                   4,456                              80,214                      17,822         288,770
      6                   4,332                              77,986                      17,327         280,749
      7                   2,924                              52,640                      11,696         189,505
      8                   1,361                              24,510                       5,446          88,235
      9
      10
      11                 11,646           $400,000 after the reserve reaches $500,000    30,000         500,000
      12                                                   1,000,000                     25,255        4,606,118
    12.01
    12.02
    12.03
    12.04
    12.05
    12.06
    12.07
    12.08
    12.09
    12.10
    12.11
    12.12
    12.13
    12.14
    12.15
    12.16
    12.17
    12.18
      13          4% of Gross Revenues
    13.01
    13.02
    13.03
    13.04
    13.05
    13.06
    13.07
    13.08
    13.09
    13.10
    13.11
    13.12
    13.13
    13.14
    13.15
      14
      15
      16                 11,505                                                          20,833         500,000
      17
      18
      19                  1,787                              64,338                       5,957         214,460
      20
      21
      22                  2,436                                                           8,701         400,000
      23        4% of Operating Revenues
      24                  6,793
      25                  2,118                              76,255                       5,500         330,000
      26                  2,541                              81,312                       5,250         252,000
      27                  2,148                              77,311
      28                  6,500
      29
      30
      31                  3,324                              79,774
      32
      33
      34
      35                 35,444
      36                  7,021
      37
      38          4% of Gross Revenues
      39
      40                  4,606                             285,240                      11,018
      41          4% of Gross Revenues
      42          4% of Gross Revenues
      43                  3,379
      44
      45                  4,217                             151,800                       4,167         250,000
      46
      47                  5,833                             140,000
      48                  6,708
      49
      50                 21,560                             250,000                       1,000
      51
      52
      53
    53.01
    53.02
    53.03
      54
    54.01
    54.02
      55
      56
      57
      58                  2,223                                                          12,500        1,580,000
    58.01
    58.02
      59                                                     36,000
      60
      61
      62                  7,798
      63                  2,584                                                           7,000         252,000
      64
      65                  2,472
      66
      67                  5,832                                                                         400,000
      68
      69                  1,828                             109,691
      70
      71
      72
      73                  4,750
      74
      75                  1,725
    75.01
    75.02
    75.03
    75.04
    75.05
    75.06
    75.07
    75.08
      76
                          2,871
      77                  1,600
      78                  1,271
      79                  7,834                                                            602
Loan Component            5,954                                                            458
Loan Component            1,205                                                            93
Loan Component             674                                                             52
      80                  3,607
      81
      82                1,045.00
      83                  1,348                                                           3,910
      84                  3,166                             157,320                        638
    84.01
    84.02
      85
      86                  1,349                                                           2,161
      87                  1,251
      88                  6,729
      89                  1,322                              79,340
    89.01
    89.02
      90                 13,732
      91                  5,500
      92                  1,915                                                           4,167         150,000
      93                 13,800
      94
      95                  1,121                                                           4,167
      96                  4,563
      97
      98                  1,311                                                           1,500          36,000
      99                  2,997
     100                  6,735
     101
     102                  5,167
     103                   278                                                            3,666          90,000
     104                  3,666                             131,976                       1,833          65,988
     105                  2,126                              75,000
     106                  5,413
    106.01
    106.02
    106.03
    106.04
    106.05
    106.06
     107                 10,254
     108
     109                 11,009
     110                 24,015
     111                   958                               57,500
     112                  8,836                              8,836
     113                  6,846                              6,846
     114
     115                  1,086                              39,037
     116                   443                                                            2,833         102,000
     117                   290                                                            2,767          60,000
     118                 18,089
     119                   539                                                            3,054          73,290
     120
     121
     122                   509
     123                  1,399
     124                 10,145
     125
     126                  1,041                              37,473
     127                  1,132                              27,164
     128                  4,992
     129
     130
     131                  4,208
     132                  1,878                              67,608                       7,340         264,240
    132.01
    132.02
     133                                                                                  1,948         150,000
     134                 10,554
     135                   380                                                            1,250         105,000
     136
     137                  2,017
     138                   837                               30,132
     139                  1,581                              37,932
     140                   755                               18,117                       2,220          53,284
     141                  4,468
     142                  2,917                             105,000
     143                 16,307
     144                  2,181
     145
     146                  5,500
    146.01
    146.02
     147
     148
     149
     150                  1,788                                                           5,834
     151
     152                  3,833
     153
     154                   851                                                            4,167         100,000
     155                   744                               25,000                                     100,000
     156                  2,520
     157                   792                                                            1,375
     158                  2,005                              75,000                       2,362          85,035
     159                  1,102                              26,453                       2,756          66,133
     160                   753                                                            3,879
    160.01
    160.02
     161
     162
     163                  1,237                              44,516
     164
     165                   175                                                            1,935
     166
     167                   538                               19,350                       5,417         165,000
     168                  1,600                              38,400
     169                  5,938
     170                  3,458
     171                   970                               34,893
     172                   251
     173                  2,025
     174                   456                                                            3,726          89,432
    174.01
    174.02
     175                   444                                                            1,479
     176
     177                  4,262
     178                   678
     179                   750                                                            3,119         175,000
     180                   979                                                            4,167         125,000
     181                   850
     182                   574                                                            1,914
     183                  3,000                             108,000
     184
     185                 11,733
     186                 15,063
     187                  1,077
     188                   919                                                                          200,000
     189                   850
     190          4% of Gross Revenues
     191                   359                                                            2,690
     192                 227.00                              2,724
     193                   924
     194                   724                               50,000                       1,500         200,000
     195                  9,510
     196                   327                               11,722                       1,088          39,168
     197                   241                               8,676
     198                  1,004                             120,000                       3,000         108,000
     199                   583                               21,064                                      85,000
     200                   332
     201
     202
     203                  2,792
     204                   531                                                            1,740
     205
     206
     207                   419
     208                  1,188                              28,500
     209
     210                                                     4,485
     211                   330                                                            1,500
     212
     213                  4,667
     214                   236                                                            2,000         100,000
     215                   102                                                             746           34,500
     216                  2,500
     217                   234
     218                  1,198                              43,128
     219                   246                                                             833           20,000
     220                   700                                                            2,083
     221                                                     7,500                                       12,000
     222
    222.01
    222.02
    222.03
    222.04
    222.05
     223                  1,042
     224                   397                                                            1,456          80,000
     225                   823
                           375                                                            1,947
     226                   274                                                            1,311
     227                   101                                                             636
     228                   358                               12,870
     229
     230                   235                                                            1,174
     231
     232                   263                                                             875           31,500
     233                  3,104                              74,500
     234                   107                                                             641
     235                   338                                                            1,351          80,000
     236
     237                   682
     238                   571
     239                  3,226                              77,424
     240
     241                   400
     242
     243                   195
     244                   875
     245                   920                               22,078
     246                   265                               15,870                       1,250          45,000
     247
     248
     249
     250
     251                   59                                3,567                         992           59,540
     252                   72                                2,574                         496
     253                   511                               24,544
     254                   431                                                            1,436          90,000
     255                  3,249
     256                   944
     257                   128                                                             818           38,000
     258
     259                  1,458
     260                   62                                                              373           25,000
     261                   625
     262
     263                   361                                                             846
     264                   63                                1,500                         625           20,000
     265                  1,000                              36,000                       1,000          36,000
     266                   640                                                             833           30,000
     267                   390
     268                   198                               7,128
     269                   125                                                             667           32,000
     270                   79                                                              524
     271                   101                                                             250
     272                   151                                                             600
     273                   417
     274
     275                   243
     276                   625
     277                   330


                  MONTHLY      MONTHLY      MONTHLY          MONTHLY
                   RE TAX       INS.         OTHER            OTHER                  LOAN          CROSSED   RELATED
    LOAN #      RESERVE ($)  RESERVE ($)  RESERVE ($)  RESERVE DESCRIPTION          PURPOSE          LOAN   BORROWER
--------------  -----------  -----------  -----------  -------------------  ---------------------  -------  --------

      1           316,413      123,607                                            Refinance
      2                                                                          Acquisition
     2.01
     2.02
                  679,555       15,114       63,000    AMA Reserve               Acquisition
      3           278,606        6,197       25,829    AMA Reserve               Acquisition       Yes       Yes (3)
      4           145,057        3,226       13,448    AMA Reserve               Acquisition       Yes       Yes (3)
     4.01
     4.02
      5            87,216        1,940        8,086    AMA Reserve               Acquisition       Yes       Yes (3)
      6            84,793        1,886        7,861    AMA Reserve               Acquisition       Yes       Yes (3)
      7            57,235        1,273        5,306    AMA Reserve               Acquisition       Yes       Yes (3)
      8            26,649          593        2,471    AMA Reserve               Acquisition       Yes       Yes (3)
      9                                                                           Refinance                  Yes (2)
      10                                                                          Refinance                  Yes (2)
      11           87,653       14,197                                            Refinance
      12           97,922       29,167                                            Refinance
    12.01
    12.02
    12.03
    12.04
    12.05
    12.06
    12.07
    12.08
    12.09
    12.10
    12.11
    12.12
    12.13
    12.14
    12.15
    12.16
    12.17
    12.18
      13           80,258       13,893                                            Refinance
    13.01
    13.02
    13.03
    13.04
    13.05
    13.06
    13.07
    13.08
    13.09
    13.10
    13.11
    13.12
    13.13
    13.14
    13.15
      14                                                                         Acquisition                 Yes (1)
      15                                                                         Acquisition                 Yes (1)
      16          125,978                                                         Refinance                  Yes (7)
      17                                                                          Refinance
      18                                                                          Refinance                  Yes (2)
      19           42,386        3,632                                            Refinance
      20                                                                         Acquisition                 Yes (1)
      21                                                                         Acquisition                 Yes (1)
      22           57,064        7,066                                           Acquisition
      23           64,999        3,010        8,417    Ground Rent                Refinance
      24           81,313        8,006                                            Refinance
      25           66,588        7,238                                            Refinance
      26           25,766        3,522                                           Acquisition
      27           63,058                                                        Acquisition
      28           43,059       34,370                                            Refinance
      29                                                                         Acquisition                 Yes (1)
      30           32,837        3,711                                            Refinance
      31           50,825        2,908                                           Acquisition                 Yes (9)
      32                                                                         Acquisition                 Yes (1)
      33                                                                         Acquisition                 Yes (1)
      34                                                                         Acquisition                 Yes (1)
      35           12,116                                                         Refinance
      36           19,750        6,409                                           Acquisition
      37                                                                         Acquisition                 Yes (1)
      38           24,466        4,774                                            Refinance                  Yes (5)
      39                                                                         Acquisition                 Yes (1)
      40           19,004       10,847                                            Refinance
      41           18,917        4,151                                            Refinance                  Yes (5)
      42           22,156        6,127                                            Refinance                  Yes (5)
      43           16,385        6,243                                           Acquisition
      44                                                                         Acquisition                 Yes (1)
      45           16,554        3,245                                           Acquisition
      46                                                                         Acquisition                 Yes (1)
      47           18,738        4,799                                      Construction Take-Out
      48           54,038        6,944                                           Acquisition                Yes (10)
      49                                                                         Acquisition                 Yes (1)
      50           18,534       20,691                                            Refinance
      51                                                                         Acquisition                 Yes (4)
      52                                                                         Acquisition                 Yes (1)
      53           17,523                                                         Refinance
    53.01
    53.02
    53.03
      54                                                                         Acquisition                 Yes (4)
    54.01
    54.02
      55           10,333                                                         Refinance
      56           20,451        1,613                                            Refinance                  Yes (13)
      57                                                                         Acquisition                 Yes (4)
      58           35,000        3,005                                           Acquisition
    58.01
    58.02
      59           28,295        4,029                                           Acquisition
      60           10,117        1,379                                            Refinance
      61                                                                         Acquisition                 Yes (1)
      62           25,000        4,167                                            Refinance
      63           13,344        8,333                                            Refinance
      64            6,935        1,810                                            Refinance
      65           21,824                                                        Acquisition                 Yes (1)
      66                                                                         Acquisition                 Yes (1)
      67           71,761                                                         Refinance                  Yes (7)
      68                                                                         Acquisition                 Yes (1)
      69            8,887                                                        Acquisition                 Yes (14)
      70                                                                          Refinance
      71                                                                         Acquisition                 Yes (1)
      72                                                                         Acquisition                 Yes (1)
      73           41,943        4,993                                           Acquisition                Yes (10)
      74                                                                         Acquisition                 Yes (1)
      75           20,282        5,240                                            Refinance
    75.01
    75.02
    75.03
    75.04
    75.05
    75.06
    75.07
    75.08
      76                                                                         Acquisition                 Yes (4)
                   14,987        2,294                                            Refinance
      77            7,505        1,076                                            Refinance        Yes      Yes (16)
      78            7,482        1,218                                            Refinance        Yes      Yes (16)
      79           23,777        5,710                                            Refinance
Loan Component     18,072        4,340                                            Refinance
Loan Component      3,658          879                                            Refinance
Loan Component      2,046          491                                            Refinance
      80           41,247        3,238                                           Acquisition
      81                         3,036                                            Refinance
      82            8,984        1,979                                           Acquisition
      83           12,680        5,538                                            Refinance
      84           20,003        6,268                                            Refinance
    84.01
    84.02
      85           14,255        2,557                                           Acquisition                 Yes (8)
      86           24,442        4,771                                           Acquisition
      87           14,590                                                         Refinance                  Yes (6)
      88           30,242        9,421                                           Acquisition                Yes (11)
      89                                                                         Acquisition
    89.01
    89.02
      90            9,750        6,148                                            Refinance                 Yes (12)
      91           47,767        3,856                                           Acquisition                Yes (11)
      92           11,019        1,114                                            Refinance
      93           13,488                                                         Refinance                  Yes (6)
      94                                                                          Refinance
      95           14,772        3,029                                            Refinance
      96            7,452        3,131                                            Refinance
      97                                                                         Acquisition                 Yes (1)
      98           10,103        2,124                                            Refinance
      99           37,500        6,656                                           Acquisition
     100           12,300                                                         Refinance
     101                                                                         Acquisition                 Yes (1)
     102           26,184        7,272                                            Refinance
     103           14,197          431                                            Refinance
     104           14,264        1,135                                           Acquisition                 Yes (8)
     105           20,415                                                         Refinance
     106           18,053        6,836                                            Refinance
    106.01
    106.02
    106.03
    106.04
    106.05
    106.06
     107           16,858                                                         Refinance                  Yes (6)
     108           15,695          982                                           Acquisition
     109           12,356        3,552                                            Refinance                 Yes (12)
     110           10,540       22,516                                            Refinance
     111                                                                          Refinance
                                                                                  Refinance
     112                                                                          Refinance        Yes      Yes (20)
     113                                                                          Refinance        Yes      Yes (20)
     114                                                                         Acquisition                 Yes (1)
     115            4,898        1,071                                           Acquisition
     116            6,784        2,969                                           Acquisition
     117           15,413          652                                            Refinance
     118           11,625        4,206                                            Refinance                 Yes (15)
     119            6,473          846                                           Acquisition
     120                                                                         Acquisition
     121                                                                         Acquisition                 Yes (4)
     122           11,024        2,862                                            Refinance
     123            7,199        1,577                                            Refinance
     124            8,973                                                         Refinance                  Yes (6)
     125           14,424                                                         Refinance                  Yes (6)
     126            4,431                                                         Refinance
     127           13,636                                                         Refinance
     128           21,179        8,699                                            Refinance
     129                                                                          Refinance
     130           10,166          791                                           Acquisition                Yes (21)
     131           25,531        3,509                                           Acquisition
     132           10,406        5,017                                            Refinance
    132.01
    132.02
     133            9,322          776                                            Refinance
     134           11,671                                                         Refinance                  Yes (6)
     135           16,781                                                         Refinance
     136                                                                         Acquisition                 Yes (1)
     137           10,721                                                        Acquisition
     138           11,166          914                                            Refinance
     139           13,279          863                                           Acquisition                 Yes (9)
     140            6,419        3,293                                            Refinance                 Yes (17)
     141            8,247        3,562                                            Refinance
     142            5,917        2,360                                            Refinance
     143           12,820        4,914                                            Refinance                 Yes (15)
     144            6,556        1,239                                            Refinance
     145                                                                          Refinance
     146           14,397        3,503                                             Various
    146.01
    146.02
     147            6,006          653                                            Refinance                 Yes (18)
     148                                                                         Acquisition
     149            3,607                                                         Refinance
     150           10,410          482                                           Acquisition                 Yes (8)
     151            8,610        2,445                                            Refinance
     152            3,680        2,934                                            Refinance
     153            8,547                                                         Refinance                 Yes (22)
     154            7,874        2,851                                           Acquisition
     155            6,428                                                         Refinance
     156            6,635        3,167                                            Refinance
     157            9,972        2,355                                           Acquisition
     158            2,332          936                                           Acquisition
     159            7,062        4,023                                            Refinance                 Yes (17)
     160            7,583          612                                            Refinance
    160.01
    160.02
     161                                                                          Refinance                 Yes (19)
     162                                                                          Refinance                 Yes (19)
     163              460        5,265                                            Refinance
     164                                                                         Acquisition                 Yes (1)
     165            4,631          905                                            Refinance
     166                                                                         Acquisition
     167                                                                         Acquisition
     168            2,583        2,046                                            Refinance                 Yes (26)
     169            7,908        9,967                                            Refinance
     170            4,150        2,375                                           Acquisition
     171            7,528                                                         Refinance                 Yes (23)
     172           14,226        1,239                                            Refinance
     173            3,516          882                                            Refinance
     174            2,831        1,037                                           Acquisition
    174.01
    174.02
     175            7,434        2,269                                           Acquisition
     176            8,280        3,131                                            Refinance                 Yes (18)
     177           12,592        3,235                                            Refinance                 Yes (24)
     178            4,597          680                                            Refinance
     179           10,110        2,100                                           Acquisition
     180            6,020          827                                           Acquisition
     181            5,287          777                                            Refinance
     182            6,635        1,558                                            Refinance
     183           15,846        2,075                                            Refinance
     184            5,423        1,407                                            Refinance
     185           12,830       15,556                                            Refinance
     186           11,802        7,064                                            Refinance
     187            8,277        2,953                                            Refinance
     188            5,211                                                         Refinance                 Yes (14)
     189              981        1,925                                            Refinance
     190            2,127        1,960                                            Refinance
     191            2,719        1,545                                            Refinance
     192            2,098          683                                            Refinance
     193            3,592        1,050                                            Refinance
     194            6,825          587                                            Refinance
     195            5,105        8,379                                           Acquisition
     196            4,482          720                                           Acquisition                 Yes (8)
     197            3,336                                                         Refinance                 Yes (23)
     198            4,584        1,962                                           Acquisition
     199            7,854        1,009                                           Acquisition
     200            1,383          262                                           Acquisition                Yes (25)
     201            4,746          536                                            Refinance                 Yes (13)
     202            4,182        1,332                                            Refinance
     203            7,936        1,980                                           Acquisition
     204            5,107          788                                            Refinance
     205            7,560          374                                            Refinance
     206            4,793                                                         Refinance                 Yes (22)
     207            1,241        1,013                                            Refinance                 Yes (25)
     208            5,601          814                                            Refinance
     209                                                                          Refinance
     210            5,114        1,500                                            Refinance
     211            3,249        1,074                                            Refinance
     212            5,547        1,079                                            Refinance                  Yes (8)
     213            7,831        3,215                                            Refinance
     214            4,555          522                                           Acquisition
     215            6,494          465                                            Refinance
     216            4,838          997                                           Acquisition                Yes (30)
     217            4,223          819                                            Refinance
     218            2,777          830                                            Refinance
     219            7,392                                                         Refinance                 Yes (24)
     220              667          467                                      Construction Take-Out
     221            2,697          875                                            Refinance
     222            3,748          814                                            Refinance
    222.01
    222.02
    222.03
    222.04
    222.05
     223            3,302        1,262                                            Refinance
     224            4,362        1,438                                            Refinance
     225            3,619        2,639                                           Acquisition
                    3,566          495                                            Refinance
     226            2,687          413                                            Refinance        Yes      Yes (31)
     227             879            82                                            Refinance        Yes      Yes (31)
     228                                                                          Refinance
     229                                                                          Refinance
     230            5,169          349                                           Acquisition                Yes (27)
     231                                                                          Refinance
     232            2,234          823                                           Acquisition
     233            2,399        2,019                                           Acquisition                Yes (28)
     234            2,275          513                                           Acquisition                Yes (29)
     235            2,529          844                                            Refinance
     236            3,446                                                         Refinance
     237            4,460          801                                            Refinance
     238           10,269          904                                            Refinance
     239            2,399        2,080                                           Acquisition                Yes (28)
     240              912          428                                           Acquisition                Yes (21)
     241            3,313          576                                            Refinance
     242                                                                          Refinance
     243            3,889          772                                           Acquisition
     244            5,062        1,941                                            Refinance
     245            4,462          835                                            Refinance
     246            5,329          752                                            Refinance
     247              826          763                                            Refinance
     248            3,000          286                                            Refinance
     249                                                                         Acquisition
     250              756        1,246                                            Refinance
     251                                                                         Acquisition                Yes (29)
     252            3,787          272                                           Acquisition                Yes (27)
     253            2,076                                                         Refinance
     254            6,221          506                                            Refinance
     255            5,621        8,526                                            Refinance
     256              901        1,096                                            Refinance
     257            2,043          330                                            Refinance
     258            3,701          442                                           Acquisition
     259            4,858        1,167                                      Construction Take-Out
     260            1,157          458                                            Refinance
     261            5,541          575                                           Acquisition
     262            2,271          224                                           Acquisition
     263            1,571          357                                            Refinance
     264              359          226                                      Construction Take-Out
     265            1,265          185                                            Refinance
     266              861          506                                           Acquisition
     267                                                                         Acquisition
     268            3,000          500                                            Refinance
     269            3,615          275                                           Acquisition
     270            2,306          163                                           Acquisition                Yes (27)
     271            2,107          401                                           Acquisition
     272              782          474                                            Refinance                 Yes (26)
     273              556          204                                            Refinance                 Yes (30)
     274                                                                          Refinance
     275            1,316          630                                           Acquisition
     276            1,156          482                                           Acquisition
     277            1,204          498                                           Acquisition


                                                    YEAR    TOTAL SF/UNITS/    UNIT OF                      OCCUPANCY
    LOAN #        TITLE TYPE      YEAR BUILT     RENOVATED   ROOMS/PADS(18)  MEASURE(19)  OCCUPANCY %(20)     DATE
--------------  -------------  ----------------  ---------  ---------------  -----------  ---------------  ----------

      1         Fee                  1943           1996             4,238      Units          96.58        6/28/2006
      2         Fee/Leasehold        1965         Various        1,367,594        SF           87.57         9/1/2006
     2.01       Fee                  1965           1984           683,151        SF           94.51         9/1/2006
     2.02       Leasehold            1965           1999           684,443        SF           80.64         9/1/2006
                Fee                Various        Various        2,083,585        SF           83.65          Various
      3         Fee                  1984                          629,040        SF           90.99        7/11/2006
      4         Fee                Various        Various          611,964        SF           78.25         8/8/2006
     4.01       Fee                  1980           1981           357,626        SF           79.43         8/8/2006
     4.02       Fee                  1974                          254,338        SF           76.59         8/8/2006
      5         Fee                  2000                          205,402        SF           87.54        7/25/2006
      6         Fee                  1985                          296,624        SF           82.26         8/8/2006
      7         Fee                  1986                          254,448        SF           71.45        7/25/2006
      8         Fee                  1986                           86,107        SF          100.00        7/25/2006
      9         Fee                  1996           2006           416,081        SF           79.50        10/3/2006
      10        Fee                  2006                          425,965        SF           79.22       10/25/2006
      11        Fee                  1993           2004           665,487        SF           89.13        10/3/2006
      12        Fee                Various        Various          303,059        SF           74.50        10/1/2006
    12.01       Fee                  2005                           28,851        SF           98.06        10/1/2006
    12.02       Fee                  2001                           33,634        SF           64.05        10/1/2006
    12.03       Fee                  1990                           58,544        SF           27.43        10/1/2006
    12.04       Fee                  1800           1999            21,731        SF          100.00        10/1/2006
    12.05       Fee                  2001                           25,485        SF           74.13        10/1/2006
    12.06       Fee                  1930           1999            22,702        SF          100.00        10/1/2006
    12.07       Fee                  1888           2004            11,032        SF          100.00        10/1/2006
    12.08       Fee                  1850           2000            12,095        SF          100.00        10/1/2006
    12.09       Fee                  2001                           15,668        SF           72.15        10/1/2006
    12.10       Fee                  2001                           13,371        SF          100.00        10/1/2006
    12.11       Fee                  1850           1998             9,757        SF          100.00        10/1/2006
    12.12       Fee                  1887           1999            11,787        SF           93.68        10/1/2006
    12.13       Fee                  1850           2005             6,500        SF          100.00        10/1/2006
    12.14       Fee                  2001                            9,730        SF           78.45        10/1/2006
    12.15       Fee                  1796           1997             6,600        SF          100.00        10/1/2006
    12.16       Fee                  1962                            9,165        SF           65.14        10/1/2006
    12.17       Fee                  1800           1996             1,250        SF          100.00        10/1/2006
    12.18       Fee                  1850           2006             5,157        SF           0.00         10/1/2006
      13        Fee                Various        Various            1,103      Rooms          52.74        7/31/2006
    13.01       Fee                  2005                               96      Rooms          50.10        7/31/2006
    13.02       Fee                  1999                               76      Rooms          73.90        7/31/2006
    13.03       Fee                  2003                               76      Rooms          70.10        7/31/2006
    13.04       Fee                  1994           2005                93      Rooms          48.00        7/31/2006
    13.05       Fee                  1998           2005                80      Rooms          58.10        7/31/2006
    13.06       Fee                  1998                               76      Rooms          59.50        7/31/2006
    13.07       Fee                  1999                               60      Rooms          58.30        7/31/2006
    13.08       Fee                  1987           1999                98      Rooms          33.80        7/31/2006
    13.09       Fee                  1997                               65      Rooms          57.80        7/31/2006
    13.10       Fee                  1999                               65      Rooms          52.10        7/31/2006
    13.11       Fee                  2004                               73      Rooms          50.40        7/31/2006
    13.12       Fee                  1998                               66      Rooms          45.20        7/31/2006
    13.13       Fee                  1995                               62      Rooms          32.10        7/31/2006
    13.14       Fee                  2000                               66      Rooms          53.80        7/31/2006
    13.15       Fee                  1994                               51      Rooms          51.50        7/31/2006
      14        Fee                  1995                          345,708        SF           98.55        10/3/2006
      15        Fee                  1989                          333,679        SF           91.57        10/3/2006
      16        Fee                  1968           1980           555,945        SF           91.20        10/1/2006
      17        Fee                  1977           1993           834,165        SF           91.01        8/10/2006
      18        Fee                  1972           2005           822,776        SF           89.23        8/10/2006
      19        Fee                  1977           2001           163,005        SF           94.88        10/1/2006
      20        Fee                  1985                          208,660        SF           99.42        10/3/2006
      21        Fee                  2003                          114,733        SF          100.00        10/3/2006
      22        Fee                  1973           2004           417,631        SF           94.52        9/30/2006
      23        Leasehold            1996                              250      Rooms          74.30        8/31/2006
      24        Fee                  2000           2002               390      Units          92.82        10/3/2006
      25        Fee                  2006                          169,460        SF           97.05       10/20/2006
      26        Fee                  1990                          184,196        SF           98.81       11/15/2005
      27        Fee                  1997           2001           171,802        SF           99.58         8/1/2006
      28        Fee                  2001                              312      Units          98.40        8/30/2006
      29        Fee                  1961           1978           195,936        SF           99.97        10/3/2006
      30        Fee                  1990                          481,010        SF           96.30        7/31/2006
      31        Fee                  2001                          199,435        SF           98.45         7/1/2006
      32        Fee                  1988           2005           217,535        SF           94.78        10/3/2006
      33        Fee                  1960           2004           199,937        SF           98.00        10/3/2006
      34        Fee                  1992           1999           168,264        SF           98.58        10/3/2006
      35        Fee                  1980           2005               230      Rooms          70.84        9/30/2006
      36        Fee                  1990           2006               409      Units          97.31        7/24/2006
      37        Fee                  1957           1980           163,975        SF           98.51        10/3/2006
      38        Fee/Leasehold        1970           2005               105      Rooms          77.60        6/30/2006
      39        Fee                  1982                          185,247        SF           97.23        10/3/2006
      40        Fee                  1980           2005           257,168        SF           90.11       10/16/2006
      41        Fee                  2001           2006               121      Rooms          77.70        6/30/2006
      42        Fee                  1927           2006               146      Rooms          84.80        6/30/2006
      43        Fee                  1982           2005           270,332        SF           93.64       11/15/2006
      44        Fee                  1992                          126,103        SF           99.28        10/3/2006
      45        Fee               1999-2002                        273,394        SF           88.30         9/5/2006
      46        Fee                  1997                          154,020        SF          100.00        10/3/2006
      47        Fee                  2006                              280      Units          86.80        7/12/2006
      48        Fee                  1996                              322      Units          95.00        7/26/2006
      49        Fee                  1964           1996           149,107        SF           96.98        10/3/2006
      50        Fee                  2005                              162      Rooms          72.46        9/30/2006
      51        Fee                  1999                           74,060        SF          100.00        8/10/2006
      52        Fee                  1993                          104,363        SF          100.00        10/3/2006
      53        Fee                Various                         160,345        SF           90.52        9/11/2006
    53.01       Fee                  1982                           94,571        SF           85.75        9/11/2006
    53.02       Fee                  1963                           33,137        SF           98.55        9/11/2006
    53.03       Fee                  1977                           32,637        SF           96.17        9/11/2006
      54        Fee                Various                          63,996        SF          100.00        8/10/2006
    54.01       Fee                  1999                           43,901        SF          100.00        8/10/2006
    54.02       Fee                  2003                           20,095        SF          100.00        8/10/2006
      55        Fee                  2001                          108,517        SF           97.80       10/19/2006
      56        Fee                  2001           2006           197,054        SF           85.16        11/3/2006
      57        Fee                  1998           2005            81,673        SF          100.00        8/10/2006
      58        Fee                Various                         177,818        SF           96.52        1/31/2006
    58.01       Fee                  2000                          105,198        SF           94.12        1/31/2006
    58.02       Fee                  2001                           72,620        SF          100.00        1/31/2006
      59        Fee                  1974           2005               180      Units          99.44         8/6/2006
      60        Fee                  1972           2002           265,000        SF          100.00        8/17/2006
      61        Fee                  1968           1989           131,242        SF          100.00        10/3/2006
      62        Fee                  2002                               65      Rooms          86.40        9/30/2006
      63        Fee                  1926           1994           140,923        SF           99.28       11/12/2006
      64        Fee                  2005                           75,748        SF           90.57        3/31/2006
      65        Fee                  1989                          197,731        SF           93.48        10/6/2006
      66        Fee                  1995           1998            96,671        SF           94.26        10/3/2006
      67        Fee                  1963           1970           279,487        SF           77.74        11/1/2006
      68        Fee/Leasehold        1986                          231,376        SF          100.00        10/3/2006
      69        Fee                  1988                          132,048        SF          100.00       10/12/2006
      70        Fee                  2005                           66,947        SF           83.81       11/13/2006
      71        Fee                  1987                           95,255        SF           97.16        10/3/2006
      72        Fee                  1991           2002           113,488        SF          100.00        10/3/2006
      73        Fee                  2000                              228      Units          94.30       10/13/2006
      74        Fee                  1987           1993           160,811        SF           97.20        10/3/2006
      75        Fee                Various        Various       63 / 4,074    Units / SF      100.00         8/8/2006
    75.01       Fee                  1965           2003                22      Units         100.00         8/8/2006
    75.02       Fee                  1950           1998                 9      Units         100.00         8/8/2006
    75.03       Fee                  1999                                8      Units         100.00         8/8/2006
    75.04       Fee                  1962                                7      Units         100.00         8/8/2006
    75.05       Fee                  1998                                4      Units         100.00         8/8/2006
    75.06       Fee                  1957           2003                 9      Units         100.00         8/8/2006
    75.07       Fee                  2004                                4      Units         100.00         8/8/2006
    75.08       Fee                  1994           2003             4,074        SF          100.00         8/8/2006
      76        Fee                  1998                           58,273        SF          100.00        8/10/2006
                Fee                Various        Various              690       Pads          80.00          Various
      77        Fee                  1988           2000               384       Pads          87.50        6/30/2006
      78        Fee                  1962                              306       Pads          70.59        7/31/2006
      79        Fee                Various                    321 / 17,600    Units / SF      Various         Various
Loan Component  Fee                  1929                              245      Units          93.88       10/17/2006
Loan Component  Fee                  1910                               76      Units          96.05        8/30/2006
Loan Component  Fee                  1900                           17,600        SF          100.00        8/29/2006
      80        Fee                  1982                          216,403        SF           80.12         9/1/2006
      81        Fee                  2006                           55,503        SF           83.03         8/3/2006
      82        Fee                  1987           2004            83,638        SF           96.41        8/23/2006
      83        Fee                  1991           2004           161,775        SF           86.57        9/12/2006
      84        Fee                  2000         Various      152 / 8,850    Units / SF      Various         Various
    84.01       Fee                  2000           2005               152      Units          83.55        8/15/2006
    84.02       Fee                  2000                            8,850        SF          100.00        7/10/2006
      85        Fee                  1979           1989           189,000        SF          100.00        9/25/2006
      86        Fee                  1986                          107,920        SF          100.00        9/15/2006
      87        Fee                  2005                          100,046        SF           94.60        10/5/2006
      88        Fee                  2005                              323      Units          92.90        9/27/2006
      89        Fee                Various        Various          105,786        SF          100.00         5/1/2006
    89.01       Fee                  2000           2003            80,088        SF          100.00         5/1/2006
    89.02       Fee                  2004                           25,698        SF          100.00         5/1/2006
      90        Fee                  2001                              152      Rooms          78.66        8/31/2006
      91        Fee                  2001                              264      Units          96.20         8/7/2006
      92        Fee                  1988                           64,016        SF          100.00         6/1/2006
      93        Fee                  2003                              125      Rooms          77.51        3/31/2006
      94        Fee                  1980           1999           177,749        SF          100.00        9/26/2006
      95        Fee                  1993                           89,692        SF           96.66        8/31/2006
      96        Fee                  1970           2002               219      Units          96.80        9/18/2006
      97        Fee                  1995                           69,212        SF           73.37        10/3/2006
      98        Fee                  1974                          158,523        SF           95.69         9/1/2006
      99        Fee                  2004                              248      Units          89.92       10/11/2006
     100        Fee                  2006                              124      Rooms          68.98        9/29/2006
     101        Fee                  1988                          107,769        SF          100.00        10/3/2006
     102        Fee                  1990                              248      Units          90.32        10/2/2006
     103        Leasehold            1984                           33,325        SF           89.09        11/1/2006
     104        Fee                  1968                           44,031        SF           93.03         8/2/2006
     105        Fee                  1973           2002           170,061        SF          100.00        8/29/2006
     106        Fee                Various                             176      Units          95.45         8/8/2006
    106.01      Fee                  2002                              104      Units          96.15         8/8/2006
    106.02      Fee                  2000                               24      Units          95.83         8/8/2006
    106.03      Fee                  1998                               16      Units         100.00         8/8/2006
    106.04      Fee                  2005                               16      Units          93.75         8/8/2006
    106.05      Fee                  2005                                8      Units          87.50         8/8/2006
    106.06      Fee                  1998                                8      Units          87.50         8/8/2006
     107        Fee                  2003                              121      Rooms          76.68        3/31/2006
     108        Fee                  1986           1993            47,665        SF          100.00         8/4/2006
     109        Fee                  2005                              103      Rooms          81.25        8/31/2006
     110        Fee                  1966           2006               141      Rooms          78.72        9/30/2006
     111        Fee                  1989                          115,000        SF          100.00        7/31/2006
                Fee                Various          2006           104,546        SF          100.00         6/2/2006
     112        Fee                  1979           2006            58,904        SF          100.00         6/2/2006
     113        Fee                  1992           2006            45,642        SF          100.00         6/2/2006
     114        Fee                  1976                          105,085        SF           96.19        10/3/2006
     115        Fee                  2000                           86,883        SF          100.00        9/25/2006
     116        Fee                  2002                           35,457        SF          100.00        8/11/2006
     117        Fee                  1920           2005            39,963        SF          100.00         8/1/2006
     118        Fee                  1986           2006               164      Rooms          78.68        5/31/2006
     119        Fee                  2006                           43,112        SF           92.68       10/24/2006
     120        Fee                  1982           2006            50,695        SF           90.91        8/11/2006
     121        Fee                  1999                           41,816        SF          100.00        8/10/2006
     122        Fee/Leasehold        2006                           40,702        SF          100.00        6/13/2006
     123        Fee                  2004                          111,928        SF           96.07        8/10/2006
     124        Fee                  2000                              116      Rooms          76.87        3/31/2006
     125        Fee                  2005                           76,253        SF           96.07        8/24/2006
     126        Fee                  1990                           83,273        SF          100.00       10/10/2006
     127        Fee                  1978                              926      Units          76.50        9/12/2006
     128        Fee                  1983           2002               389      Units          90.23         7/1/2006
     129        Fee                  2006                           22,514        SF          100.00       10/24/2006
     130        Fee                  1979                              212       Pads          99.06         9/9/2006
     131        Fee                  1989                              202      Units          94.55        7/19/2006
     132        Fee                Various                         149,989        SF           86.73         9/1/2006
    132.01      Fee                  1985                           73,619        SF           78.13         9/1/2006
    132.02      Fee                  1979                           76,370        SF           95.02         9/1/2006
     133        Fee                  1999                           70,609        SF          100.00        7/20/2006
     134        Fee                  2002                              110      Rooms          73.01        3/31/2006
     135        Fee                  2003                           24,900        SF           94.03        8/28/2006
     136        Fee                  1990                           98,625        SF           92.29        10/3/2006
     137        Fee                  1917           1994               121      Units          98.35        7/20/2006
     138        Fee                  2001                           50,210        SF           90.95       11/13/2006
     139        Fee                  1997                           94,831        SF          100.00         9/1/2006
     140        Fee                  1972           2002            53,284        SF          100.00         9/6/2006
     141        Fee                  2005                              119      Rooms          67.86        9/30/2006
     142        Fee               2005-2006                            140      Units          66.43        7/12/2006
     143        Fee                  1984           2004               176      Rooms          78.70        5/31/2006
     144        Fee                  1989                               88      Units          97.73         9/5/2006
     145        Fee                  1954           1970           243,388        SF          100.00        2/24/1998
     146        Fee                Various        Various              264      Units          93.60          Various
    146.01      Fee                  1979           1985               149      Units          96.60        9/30/2006
    146.02      Fee                  1971           1982               115      Units          89.60        9/20/2006
     147        Fee              1913 / 1930        2000            15,005        SF          100.00        7/18/2006
     148        Fee                  1979                           73,708        SF          100.00        9/27/2006
     149        Fee                  2006                           67,412        SF           87.38        8/23/2006
     150        Fee                  1964                           64,805        SF          100.00       10/17/2006
     151        Fee                  1974           1986           160,391        SF           77.07        9/12/2006
     152        Fee                  1985                              184      Units          91.85        8/31/2006
     153        Fee                  1982           2006            92,008        SF          100.00         8/3/2006
     154        Fee                  1985                           68,102        SF          100.00        7/20/2006
     155        Fee                  1987           1992            54,086        SF          100.00         6/1/2006
     156        Fee                  1973                              108      Units          90.74        8/23/2006
     157        Fee                  1971                           63,335        SF           81.83         8/8/2006
     158        Fee                  1992                           54,841        SF          100.00        7/31/2006
     159        Fee/Leasehold        1984                           65,994        SF           98.77         9/6/2006
     160        Fee                Various                          47,543        SF           91.95         9/1/2006
    160.01      Fee                  1991                           28,446        SF           86.54         9/1/2006
    160.02      Fee                  1992                           19,097        SF          100.00         9/1/2006
     161        Fee                  1997                          142,000        SF          100.00         9/7/2006
     162        Fee                  1997                          142,000        SF          100.00         9/7/2006
     163        Fee                  1900           2001            74,189        SF           70.21         7/1/2006
     164        Fee                  1999                           38,363        SF           98.33        10/3/2006
     165        Fee                  2006                           13,986        SF           84.99        11/8/2006
     166        Fee                  1985                           62,036        SF          100.00        6/30/2006
     167        Fee                  1965           2001            43,000        SF          100.00        9/11/2006
     168        Fee                  2006                               96      Units         100.00        10/5/2006
     169        Fee                  1973           2004               285      Units          89.80        8/23/2006
     170        Fee                  1974                              166      Units          95.78        6/28/2006
     171        Fee                  1998                           77,540        SF           97.16        6/30/2006
     172        Fee                  2006                           20,000        SF          100.00       10/27/2006
     173        Fee            1931; 1994; 1995                    159,347        SF            NAP               NAP
     174        Fee                Various                          36,852        SF           78.57         9/1/2006
    174.01      Fee                  2006                           16,852        SF           53.15         9/1/2006
    174.02      Fee                  2002                           20,000        SF          100.00         9/1/2006
     175        Fee                  1986                           35,498        SF          100.00        8/11/2006
     176        Fee                  1940           2002            10,535        SF          100.00        7/18/2006
     177        Fee                  1983                              188      Units          94.10        8/16/2006
     178        Fee                  2005                           81,721        SF           75.64        8/28/2006
     179        Fee                  1999           2001            60,026        SF           89.36        7/25/2006
     180        Fee                  1990                           53,213        SF           98.11        7/31/2006
     181        Fee               1960-1970         1997               205       Pads          94.12        5/31/2006
     182        Fee                  1981                           45,918        SF          100.00        4/26/2006
     183        Fee                  1977           2001               144      Units          95.80        8/24/2006
     184        Fee                  1929           2003                40      Units         100.00        10/1/2006
     185        Fee                  1973                              352      Units          92.33        7/14/2006
     186        Fee                  1939           1999                53      Rooms          76.12        5/31/2006
     187        Fee                  2004                               47      Units         100.00        10/2/2006
     188        Fee                  1916           2005            39,375        SF           70.43        8/16/2006
     189        Fee                  1866           2005                50      Units          96.00       10/12/2006
     190        Fee                  2001                               75      Rooms          74.89        7/31/2006
     191        Fee                  2005                           43,040        SF           75.37        6/30/2006
     192        Fee                  1988           2005            18,190        SF          100.00        7/31/2006
     193        Fee                  2004                           71,663        SF           71.40        6/26/2006
     194        Leasehold            2005                           34,754        SF          100.00        7/19/2006
     195        Fee                  1979           2006               147      Rooms          61.80        9/30/2006
     196        Fee                  1968                           25,226        SF           92.39         8/2/2006
     197        Leasehold            1976                           19,279        SF           96.08         7/5/2006
     198        Fee                  1950           1986            80,309        SF          100.00        6/15/2006
     199        Fee                  2004                           46,609        SF           76.29        6/12/2006
     200        Fee                  2000                           26,550        SF          100.00        9/30/2006
     201        Fee                  2005                               72      Units          81.94        10/5/2006
     202        Fee                  1985                           28,254        SF          100.00        7/26/2006
     203        Fee                  1972           2002               134      Units          97.01        9/21/2006
     204        Fee                  1975                           25,490        SF          100.00         8/2/2006
     205        Fee                  2006                           20,768        SF           82.13        5/31/2006
     206        Fee                  1991           2006            42,630        SF          100.00        8/15/2006
     207        Fee                  1999                           33,480        SF          100.00        10/4/2006
     208        Fee                  2000           2005            95,000        SF           67.47        4/30/2006
     209        Fee                  2004                           16,498        SF          100.00        7/21/2006
     210        Fee                  1999           2004                72      Rooms          63.72        6/30/2006
     211        Fee                  2006                           26,400        SF           89.77       10/10/2006
     212        Leasehold            1986                           59,150        SF          100.00        6/13/2006
     213        Fee                  1970           1991               160      Units          96.25        6/30/2006
     214        Fee                  1991                           33,006        SF           79.74        8/16/2006
     215        Fee                  1976                            7,506        SF          100.00        5/31/2006
     216        Fee                  1975                              120      Units          96.67        9/19/2006
     217        Fee                  1984           2003            63,632        SF           86.83        7/31/2006
     218        Fee                  2004                           95,825        SF           77.85        8/23/2006
     219        Fee               2002-2005                         25,812        SF           88.00        10/5/2006
     220        Fee                  2006                           42,000        SF          100.00        9/29/2006
     221        Fee                  2005                           24,543        SF           93.59        9/11/2006
     222        Fee                Various        Various           53,250        SF          100.00        9/29/2006
    222.01      Fee                  2006                           18,150        SF          100.00        9/29/2006
    222.02      Fee                  1999                            8,000        SF          100.00        9/29/2006
    222.03      Fee                  2003                            7,000        SF          100.00        9/29/2006
    222.04      Fee                  1960           1994            16,000        SF          100.00        9/29/2006
    222.05      Fee                  1998                            4,100        SF          100.00        9/29/2006
     223        Fee                  2006                               50      Units          93.66        10/5/2006
     224        Fee                  2006                           31,769        SF           82.28       11/12/2006
     225        Fee                  1983           2003            65,675        SF           90.11        5/31/2006
                Fee                Various                          29,968        SF          100.00          Various
     226        Fee                  1995                           21,930        SF          100.00        8/24/2006
     227        Fee                  2000                            8,038        SF          100.00         7/1/2006
     228        Fee                  1969           2003            18,751        SF          100.00         7/1/2006
     229        Fee                  1968           2006            30,000        SF          100.00        9/15/2006
     230        Fee                  1979                           18,784        SF          100.00         8/3/2006
     231        Fee                  1975           1987            46,414        SF           84.06        11/1/2006
     232        Fee                  2006                           21,000        SF          100.00        7/31/2006
     233        Fee                  1981                              148      Units          99.32        5/22/2006
     234        Fee                  2006                           12,800        SF          100.00        8/23/2006
     235        Fee                  1985           2006            27,071        SF           92.98        9/13/2006
     236        Fee                  2005                           74,450        SF           85.96        7/19/2006
     237        Fee                  1981           1989            30,046        SF           86.47        8/24/2006
     238        Fee                  2004                           45,035        SF           79.35        10/4/2006
     239        Fee                  1970                              146      Units          98.63        5/22/2006
     240        Fee                  1963                               61       Pads          98.36        5/12/2006
     241        Fee                  2006                               24      Units          66.67        8/15/2006
     242        Fee                  1989                           26,338        SF          100.00        8/18/2006
     243        Fee                  1981                           15,624        SF          100.00         9/6/2006
     244        Fee                  1928                               42      Units          95.24        8/10/2006
     245        Fee              1982 / 1983                        73,595        SF           89.48        8/31/2006
     246        Fee                  2002                           21,163        SF          100.00         9/5/2006
     247        Fee                  1968                           56,700        SF          100.00         1/1/2006
     248        Fee                  1987                            9,110        SF           90.94        10/3/2006
     249        Fee                  1999                           15,360        SF          100.00        8/21/2006
     250        Fee                  1972                              138       Pads          91.30        6/30/2006
     251        Fee                  2006                            7,133        SF          100.00        8/14/2006
     252        Fee                  2005                            8,500        SF          100.00        7/19/2006
     253        Fee                  1985                           40,905        SF           93.40        8/29/2006
     254        Fee                  1984                           34,459        SF          100.00        8/22/2006
     255        Fee                  1961           2005               139      Units          84.89        8/31/2006
     256        Fee                  1973           2002                48      Units         100.00        8/29/2006
     257        Fee                  2006                           10,217        SF          100.00        8/24/2006
     258        Fee                  2006                            7,450        SF          100.00        9/20/2006
     259        Fee                  2004                               70      Units          95.70         6/6/2006
     260        Fee                  2006                            7,456        SF           44.94         8/9/2006
     261        Fee                  1972           2005                30      Units          93.33        6/30/2006
     262        Fee                  2006                           14,000        SF          100.00         6/1/2006
     263        Fee                  1988           2002            13,119        SF          100.00        8/14/2006
     264        Fee                  2006                            5,000        SF          100.00        8/21/2006
     265        Fee              2001 / 2004                        27,900        SF          100.00        5/15/2006
     266        Fee                  1978           2006            17,757        SF           95.00         9/6/2006
     267        Fee                  1984           1993            46,757        SF          100.00         9/5/2006
     268        Fee                  2006                           15,840        SF          100.00        9/21/2006
     269        Fee                  2004                           10,000        SF          100.00        5/31/2006
     270        Fee                  2005                            6,289        SF          100.00        8/11/2006
     271        Fee                  2005                            8,049        SF           84.28        9/21/2006
     272        Fee                  2005                           12,100        SF           78.55       10/31/2006
     273        Fee                  1964                               20      Units         100.00        9/18/2006
     274        Fee                  1966           1999             7,241        SF          100.00       10/13/2006
     275        Fee                  1978           1983            58,340        SF           87.74         7/1/2006
     276        Fee                  1965           2004                30      Units         100.00        6/22/2006
     277        Fee                  1977                           28,950        SF           81.00        8/29/2006


                       APPRAISED         APPRAISAL           SINGLE
    LOAN #      VALUE ($)(9),(10),(21)   DATE(21)    PML %   TENANT
--------------  ----------------------  ----------  -------  ------

      1              1,300,000,000       7/11/2006    15
      2                290,000,000        9/5/2006
     2.01              146,000,000        9/5/2006
     2.02              144,000,000        9/5/2006
                       292,900,000         Various
      3                116,000,000       8/20/2006
      4                 64,100,000        8/7/2006
     4.01               37,400,000        8/7/2006
     4.02               26,700,000        8/7/2006
      5                 36,000,000       8/15/2006
      6                 35,400,000        8/7/2006
      7                 29,300,000        8/1/2008
      8                 12,100,000       8/15/2009
      9                280,000,000       8/28/2006
      10               177,500,000       12/1/2006
      11               159,000,000       10/1/2006
      12               196,266,000       8/30/2006
    12.01               18,734,000       8/30/2006
    12.02               24,755,000       8/30/2006
    12.03               24,263,000       8/30/2006
    12.04               15,132,000       8/30/2006
    12.05               15,697,000       8/30/2006
    12.06               12,842,000       8/30/2006           Yes
    12.07                9,065,000       8/30/2006
    12.08               10,976,000       8/30/2006           Yes
    12.09               11,000,000       8/30/2006           Yes
    12.10                8,076,000       8/30/2006
    12.11               10,535,000       8/30/2006
    12.12                8,250,000       8/30/2006
    12.13                8,240,000       8/30/2006           Yes
    12.14                5,063,000       8/30/2006
    12.15                5,285,000       8/30/2006
    12.16                3,723,000       8/30/2006           Yes
    12.17                2,310,000       8/30/2006           Yes
    12.18                2,320,000       8/30/2006
      13                90,000,000         Various
    13.01               11,500,000       8/24/2006
    13.02                8,400,000       8/24/2006
    13.03                8,100,000       8/23/2006
    13.04                7,800,000       8/24/2006
    13.05                8,000,000       8/24/2006
    13.06                6,700,000       8/24/2006
    13.07                6,600,000       8/24/2006
    13.08                6,600,000       8/24/2006
    13.09                4,500,000       8/24/2006
    13.10                4,400,000       8/23/2006
    13.11                4,400,000       8/23/2006
    13.12                3,800,000       8/24/2006
    13.13                3,600,000       8/24/2006
    13.14                3,400,000       8/23/2006
    13.15                2,200,000       8/24/2006
      14                91,500,000       10/1/2006    11
      15                78,000,000       10/1/2006
      16                64,000,000        9/1/2006
      17               119,500,000       9/27/2006
      18                58,500,000       7/21/2006
      19                58,500,000       9/19/2006    18
      20                70,750,000       10/1/2006    15
      21                69,000,000       10/1/2006    14
      22                54,050,000       6/21/2006
      23                57,400,000        7/6/2006
      24                51,800,000      10/31/2006
      25                56,300,000       10/1/2006
      26                50,000,000       8/12/2005    16
      27                53,500,000       8/10/2006    15
      28                42,500,000        8/2/2006
      29                54,200,000       10/1/2006    17
      30                44,000,000       3/19/2006
      31                42,700,000       5/15/2006
      32                44,300,000       10/1/2006     7
      33                43,000,000       10/1/2006    10
      34                37,200,000       10/1/2006    12
      35                41,200,000       10/3/2006    18
      36                33,800,000       6/21/2006
      37                37,250,000       10/1/2006    19
      38                37,300,000        8/9/2006
      39                42,100,000       10/1/2006    12
      40                33,000,000        8/1/2006
      41                35,800,000        8/8/2006
      42                36,900,000       8/11/2006
      43                29,400,000       9/20/2006
      44                38,000,000       10/1/2006    16
      45                36,290,000       7/20/2006
      46                40,000,000       10/1/2006    15
      47                29,500,000        7/1/2007
      48                29,000,000       9/19/2006
      49                35,750,000       10/1/2006    18
      50                31,850,000      10/15/2006    13
      51                30,600,000        9/1/2006    14     Yes
      52                37,600,000       10/1/2006    14
      53                30,800,000       5/26/2006  Various
    53.01               19,200,000       5/26/2006    17
    53.02                5,700,000       5/26/2006    18
    53.03                5,900,000       5/26/2006    16
      54                30,000,000        9/1/2006           Yes
    54.01               18,800,000        9/1/2006           Yes
    54.02               11,200,000        9/1/2006           Yes
      55                30,800,000      10/24/2006    16
      56                27,100,000       10/4/2006
      57                28,300,000        9/1/2006           Yes
      58                26,575,000       2/27/2006           Various
    58.01               15,375,000       2/27/2006
    58.02               11,200,000       2/27/2006           Yes
      59                31,300,000       5/10/2006    17
      60                25,500,000       8/17/2006           Yes
      61                29,300,000       10/1/2006    29
      62                26,000,000        9/1/2006
      63                25,500,000       9/22/2006    13
      64                33,500,000        5/4/2006    15
      65                23,300,000        9/3/2006
      66                27,000,000       10/1/2006     8
      67                25,000,000        9/1/2006
      68                26,000,000       10/1/2006    16
      69                22,600,000       9/13/2006    16
      70                22,000,000        8/1/2006
      71                26,000,000       10/1/2006    18
      72                24,500,000       10/1/2006    12
      73                21,000,000        5/5/2006
      74                26,000,000       10/1/2006     8
      75                21,135,000       5/24/2006
    75.01                4,870,000       5/24/2006
    75.02                3,530,000       5/24/2006
    75.03                3,750,000       5/24/2006
    75.04                2,370,000       5/24/2006
    75.05                2,560,000       5/24/2006
    75.06                1,440,000       5/24/2006
    75.07                1,810,000       5/24/2006
    75.08                  805,000       5/24/2006           Yes
      76                23,400,000        9/1/2006           Yes
                        25,080,000         Various
      77                16,150,000       5/11/2006
      78                 8,930,000       5/12/2006
      79                20,390,000       7/11/2006
Loan Component          15,440,000       7/11/2006
Loan Component           3,150,000       7/11/2006
Loan Component           1,800,000       7/11/2006
      80                20,300,000       6/28/2006
      81                21,500,000       11/1/2006
      82                23,500,000       8/15/2006    13
      83                19,900,000       9/18/2006
      84                19,160,000       5/19/2006
    84.01               17,170,000       5/19/2006
    84.02                1,990,000       5/19/2006           Yes
      85                19,900,000       8/29/2006           Yes
      86                20,500,000        9/5/2006
      87                19,000,000       8/28/2006
      88                23,900,000        5/9/2006
      89                21,900,000       1/12/2006           Yes
    89.01               14,200,000       1/12/2006           Yes
    89.02                7,700,000       1/12/2006           Yes
      90                21,800,000       8/14/2006
      91                22,500,000       7/11/2006
      92                20,600,000       6/15/2006    16
      93                19,300,000       5/18/2006
      94                22,000,000       9/11/2006   12, 19  Yes
      95                19,860,000        9/1/2006     8
      96                17,750,000        9/5/2006
      97                18,000,000       10/1/2006    12
      98                19,500,000        6/5/2006    19
      99                22,200,000       3/10/2006
     100                20,400,000       9/29/2006
     101                21,500,000       10/1/2006    16
     102                19,000,000       9/17/2006
     103                20,500,000      10/19/2006    17
     104                17,000,000       4/21/2006    18
     105                16,500,000        9/8/2006
     106                15,480,000       5/10/2006    11
    106.01               9,120,000       5/10/2006    11
    106.02               2,100,000       5/10/2006    11
    106.03               1,380,000       5/10/2006    11
    106.04               1,440,000       5/10/2006    11
    106.05                 730,000       5/10/2006    11
    106.06                 710,000       5/10/2006    11
     107                16,800,000       5/17/2006
     108                21,000,000        8/8/2006    16
     109                16,300,000       8/11/2006
     110                34,300,000       10/2/2006    14
     111                17,200,000       8/30/2006    18     Yes
                        17,200,000       6/17/2006  Various
     112                10,000,000       6/17/2006    18     Yes
     113                 7,200,000       6/17/2006    15     Yes
     114                17,500,000       10/1/2006    12
     115                15,100,000       9/20/2006
     116                14,700,000       6/13/2006
     117                18,000,000       8/15/2006
     118                15,700,000        7/1/2006    17
     119                13,950,000       12/1/2006
     120                20,000,000        8/3/2006
     121                14,600,000        9/1/2006           Yes
     122                13,000,000       5/29/2006
     123                12,700,000       8/31/2006    14
     124                13,300,000       5/18/2006
     125                12,000,000       8/28/2006
     126                12,300,000        7/6/2006    16
     127                13,300,000       8/23/2006
     128                12,300,000        8/8/2006
     129                11,375,000       9/26/2006
     130                11,820,000       7/10/2006    10
     131                12,000,000        8/1/2007
     132                11,650,000        6/2/2005
    132.01               6,350,000        6/2/2005
    132.02               5,300,000        6/2/2005
     133                11,000,000       7/18/2006
     134                11,800,000       5/16/2006
     135                10,980,000       7/27/2006
     136                17,400,000       10/1/2006     8
     137                11,600,000       7/24/2006
     138                10,800,000       10/4/2006
     139                12,100,000       3/31/2007
     140                14,100,000       7/13/2006    15
     141                11,300,000       9/11/2006
     142                 9,600,000       5/22/2006
     143                11,900,000        7/1/2006    18
     144                13,800,000       8/22/2006    12
     145                11,500,000        8/8/2006           Yes
     146                11,400,000       9/11/2006
    146.01               6,100,000       9/11/2006
    146.02               5,300,000       9/11/2006
     147                15,550,000       7/20/2006    15
     148                11,700,000       3/28/2006    18
     149                10,600,000       8/27/2006
     150                11,450,000        8/7/2006    18
     151                11,400,000       8/24/2006   17; 19
     152                 9,200,000       9/20/2006
     153                15,950,000        8/1/2006    15
     154                 8,900,000        8/4/2006
     155                11,100,000       3/20/2006    17
     156                14,200,000       8/30/2006    15
     157                 8,600,000       7/18/2006
     158                 8,650,000        8/2/2006
     159                14,000,000       7/13/2006    15
     160                 8,700,000       9/21/2006
    160.01               5,200,000       9/21/2006
    160.02               3,500,000       9/21/2006
     161                11,000,000       7/28/2006           Yes
     162                11,300,000       7/28/2006           Yes
     163                14,200,000        8/7/2006    18
     164                 9,300,000       10/1/2006     8
     165                11,400,000        9/1/2006    12
     166                12,700,000       7/14/2006    18
     167                 7,650,000       7/13/2006           Yes
     168                 8,200,000       9/21/2006
     169                 8,000,000       8/18/2006
     170                 8,545,000       3/23/2006
     171                 9,000,000       5/23/2006
     172                 7,475,000        9/1/2006           Yes
     173                11,700,000       8/23/2006
     174                10,450,000        9/8/2006
    174.01               6,150,000        9/8/2006
    174.02               4,300,000        9/8/2006
     175                 7,200,000       7/26/2006
     176                 9,900,000       7/25/2006
     177                 7,500,000       4/26/2006
     178                 7,000,000       8/28/2006
     179                 7,000,000       7/21/2006
     180                 7,200,000       8/24/2006
     181                 7,500,000       7/10/2006
     182                 7,500,000       4/21/2006    15
     183                 7,100,000       8/24/2006
     184                 6,900,000       8/23/2006
     185                 9,000,000       7/19/2006
     186                14,300,000       7/28/2006
     187                 7,200,000      10/13/2006
     188                 7,000,000        8/1/2006    17
     189                 6,600,000        9/1/2006
     190                 7,000,000        8/1/2006
     191                 6,050,000       7/19/2006
     192                 6,400,000       8/23/2006
     193                 6,260,000       9/20/2006    11
     194                 6,700,000        5/8/2006    14
     195                 6,000,000       9/20/2006
     196                 7,600,000       4/21/2006    19
     197                 5,530,000       5/17/2006    15
     198                 5,600,000       4/24/2006    11
     199                 7,400,000       5/15/2006
     200                 5,275,000       9/12/2006
     201                 6,500,000       9/19/2006
     202                 5,900,000       9/13/2006    15
     203                 5,000,000       9/26/2006
     204                 5,600,000       7/21/2006
     205                 7,030,000        7/7/2006    15
     206                 9,200,000        8/1/2006    16     Yes
     207                 5,900,000       9/12/2006
     208                 6,060,000       2/22/2006
     209                 6,000,000        9/1/2006    10
     210                 5,500,000       7/27/2006
     211                 5,350,000        9/9/2006
     212                 8,300,000       6/28/2006    14
     213                 4,880,000        7/6/2006
     214                 6,100,000        8/8/2006    15
     215                 5,400,000       7/12/2006    14
     216                 5,050,000        9/8/2006
     217                 4,820,000       8/17/2006    16
     218                 5,600,000       8/18/2006    10
     219                 5,800,000       8/24/2006
     220                 4,400,000      10/22/2006
     221                 4,430,000       8/29/2006
     222                 4,775,000       8/25/2006
    222.01               1,275,000       8/25/2006
    222.02               1,225,000       8/25/2006
    222.03                 975,000       8/25/2006
    222.04                 675,000       8/25/2006
    222.05                 625,000       8/25/2006
     223                 6,220,000       5/17/2006    10
     224                 4,100,000       8/24/2006
     225                 4,240,000        8/9/2006
                         4,530,000       6/26/2006
     226                 3,400,000       6/26/2006
     227                 1,130,000       6/26/2006
     228                 4,030,000        6/1/2006           Yes
     229                 4,125,000       9/15/2006           Yes
     230                 4,000,000       8/21/2006
     231                 5,300,000       9/20/2006
     232                 3,850,000       8/13/2006
     233                 3,800,000       4/17/2006
     234                 3,800,000       6/22/2006
     235                 3,750,000       8/22/2006
     236                 8,680,000       6/23/2006    10
     237                 4,200,000       7/28/2006
     238                 3,510,000       9/21/2006
     239                 3,350,000       4/17/2006
     240                 3,200,000       4/18/2006    12
     241                 4,330,000       8/30/2006    16
     242                 5,400,000       7/21/2006
     243                 3,600,000        9/6/2006
     244                 3,900,000       8/17/2006
     245                 3,900,000       9/19/2006
     246                 3,800,000      10/12/2006
     247                 5,800,000       6/15/2006    18
     248                 3,470,000       9/22/2006    19
     249                 3,680,000       8/22/2006           Yes
     250                 2,950,000        5/4/2006
     251                 3,100,000       6/23/2006           Yes
     252                 2,960,000       7/25/2006
     253                 5,100,000       8/25/2006    18
     254                 3,050,000        9/6/2006
     255                 4,000,000       9/11/2006
     256                 2,700,000        9/5/2006
     257                 2,680,000       8/15/2006
     258                 4,800,000        9/8/2006    14
     259                 2,300,000        6/9/2006
     260                 2,500,000       8/13/2006
     261                 2,530,000       7/27/2006
     262                 2,650,000        5/7/2006
     263                 2,500,000        8/9/2006
     264                 2,300,000       9/15/2006
     265                 2,125,000        4/6/2006
     266                 2,000,000       8/31/2006
     267                 2,200,000       8/24/2006           Yes
     268                 3,120,000        7/5/2006
     269                 2,080,000       7/24/2006
     270                 1,900,000       8/21/2006
     271                 2,325,000        9/1/2006
     272                 1,800,000       9/21/2006
     273                 1,330,000        9/8/2006
     274                 2,800,000       9/11/2006    19     Yes
     275                 1,160,000       7/26/2006
     276                 1,250,000       8/30/2006
     277                 1,025,000       9/11/2006


                                              LARGEST TENANT
                ------------------------------------------------------------------------
    LOAN #                        TENANT NAME                         UNIT SIZE(22)
--------------  ----------------------------------------------  ------------------------

      1
      2
     2.01       CDW                                                              179,960
     2.02       Zurich American                                                  112,174
      3         Travelers Indemnity Company                                       97,116
      4
     4.01       Sears, Roebuck and Co.                                            84,598
     4.02       National Energy Group                                             25,948
      5         GE Capital                                                        41,123
      6         DAVACO                                                            38,714
      7         Countrywide Financial Corporation                                106,527
      8         MetLife Insurance Company                                         85,487
      9         AMC Theatres                                    89,290 (Ground Lease)
      10        JC Penney                                       98,000 (Ground Lease)
      11        Linen's N Things                                                  35,656
      12
    12.01       Artifacto (Georgetown Design)                                     16,517
    12.02       Waterworks Collections                                             7,600
    12.03       East Banc 300                                                      4,099
    12.04       Pottery Barn                                                      13,960
    12.05       Linge Roset                                                        5,091
    12.06       Baker Furniture                                                   22,702
    12.07       Puma                                                               9,572
    12.08       Ann Taylor Loft                                                   12,095
    12.09       Gore Dean Antiquest & Collection                                  11,304
    12.10       Relish-Elo, LLC                                                    6,500
    12.11       Club Monaco                                                        8,000
    12.12       Sephora                                                            7,209
    12.13       Levis Store, LLC                                                   6,500
    12.14       M2L                                                                3,413
    12.15       B.C.B.G.                                                           5,300
    12.16       CVS Pharmacy                                                       5,970
    12.17       MAC Cosmetics                                                      1,250
    12.18
      13
    13.01
    13.02
    13.03
    13.04
    13.05
    13.06
    13.07
    13.08
    13.09
    13.10
    13.11
    13.12
    13.13
    13.14
    13.15
      14        Wal Mart                                        146,000 (Ground Lease)
      15        Vons                                                              50,661
      16        Group Health Plan, Inc.                                           50,283
      17        Sears                                           168,679 (Ground Lease)
      18        Sears                                           179,000 (Ground Lease)
      19        Claim Jumper                                                      11,630
      20        Target                                          100,750 (Ground Lease)
      21        Century Theatres                                                  57,017
      22        Dillard's                                                         93,270
      23
      24
      25        Sportsman's Warehouse                                             49,009
      26        Food 4 Less                                                       53,000
      27        24 Hour Fitness Center                                            41,175
      28
      29        Vons                                                              41,430
      30        Sams Wholesale Club                                              131,408
      31        LSG Lufthansa                                                    108,306
      32        Raleys Store                                                      60,114
      33        Safeway                                                           61,000
      34        Albertsons                                                        43,440
      35
      36
      37        T.J. Maxx                                                         31,133
      38
      39        Ralph's                                                           45,000
      40        Haverty's Furniture                                               46,746
      41
      42
      43        The Colonial Company                                              22,199
      44        Safeway Inc.                                                      52,610
      45        Five Star Partnership                                              8,041
      46        Target                                          117,000 (Ground Lease)
      47
      48
      49        Vons                                                              40,800
      50
      51        Carmax Auto Superstores, Inc.                                     74,060
      52        Target                                          112,739 (Ground Lease)
      53
    53.01       Markus Shepherd                                                   14,964
    53.02       Irwin Mainster                                                     3,789
    53.03       Bonnie Beegun, & Karen Malkoff-Hatton                              2,407
      54
    54.01       Carmax Auto Superstores, Inc.                                     43,901
    54.02       Carmax Auto Superstores, Inc.                                     20,095
      55        Albertson's                                                       66,167
      56        Suntrust Bank                                                     10,040
      57        Carmax Auto Superstores, Inc.                                     81,673
      58
    58.01       Nationwide Recovery Systems                                       28,380
    58.02       Household Automotive Finance Corporation                          72,620
      59
      60        General Services Administration                                  265,000
      61        Albertson's                                                       48,000
      62
      63        Rite Aid                                                          20,212
      64        Valet Parking Service                                             37,461
      65        Home Depot                                                       101,915
      66        Safeway                                                           55,275
      67        Benchmark Computer Learning                                       31,541
      68        Target                                                           114,732
      69        Starter Bros.                                                     35,232
      70        Bed, Bath & Beyond                                                25,174
      71        Ross Dress For Less                                               26,706
      72        Scolari's Warehouse Markets                                       50,451
      73
      74        Albertson's                                                       62,000
      75
    75.01
    75.02
    75.03
    75.04
    75.05
    75.06
    75.07
    75.08       University of Michigan                                             4,074
      76        Carmax Auto Superstores, Inc.                                     58,273
      77
      78
      79
Loan Component
Loan Component
Loan Component  Needful Things                                                     7,200
      80        Heideman & Associates                                             18,298
      81        Susie's Deals                                                      6,095
      82        Sports Authority                                                  38,930
      83        Pro Fit                                                           50,000
      84
    84.01
    84.02       KinderCare Learning Center, Inc.                                   8,850
      85        C&S Logistics of Hawaii LLC                                      189,000
      86        Harrows                                                           25,293
      87        Martin's                                                          65,238
      88
      89
    89.01       Sonic Momentum B, L.P. dba Mometum BMW                            80,088
    89.02       Sonic Clear Lake N, L.P. dba Clear Lake Nissan                    25,698
      90
      91
      92        Tawa Supermarkets, Inc                                            32,380
      93
      94        Flextronics International USA, Inc.                              177,749
      95        Ralph's Store (Ice Palace)                                        45,000
      96
      97        Barnes and Noble                                                  20,779
      98        Bishop Electronics                                                12,100
      99
     100
     101        Raley's                                                           56,477
     102
     103        Wyland Galleries                                                   4,425
     104        Maruwa Supermarket                                                 8,698
     105        Shaw's Supermarkets                                               54,610
     106
    106.01
    106.02
    106.03
    106.04
    106.05
    106.06
     107
     108        Oak Productions                                                    9,563
     109
     110
     111        Gottschalks                                                      115,000
     112        Cardenas Markets                                                  58,904
     113        Cardenas Markets                                                  45,642
     114        Stater Brothers                                                   37,440
     115        Dillon Companies, Inc. d/b/a King Soopers                         60,168
     116        Staples                                                           12,000
     117        Kingstraw, Inc.                                                   28,200
     118
     119        Village Market                                                     5,500
     120        Paradise Valley Cosmetic Surgery Center, LLC                       8,034
     121        Carmax Auto Superstores, Inc.                                     41,816
     122        High Plains Surgery Center, LP                                    23,059
     123
     124
     125        Martin's                                                          65,222
     126        Bed, Bath & Beyond                                                32,500
     127
     128
     129        Walgreen Co.                                                      14,280
     130
     131
     132
    132.01      Dollar General                                                    10,317
    132.02      Big Lots                                                          25,600
     133        Portfolio Recovery Associates                                     39,682
     134
     135        Wayzata Investment Partners, LLC                                  10,372
     136        Raley's                                                           59,231
     137
     138        Elko Advisory                                                     12,983
     139        PPD Devlopment, LP                                                56,875
     140        Long's Drugs                                                      23,800
     141
     142
     143
     144
     145        Wright Line                                                      243,388
     146
    146.01
    146.02
     147        Design Within Reach                                                6,005
     148        Vanity Fair, Corp. (REEF)                                         37,583
     149        Supervalu, Inc                                                    57,292
     150        Sundance Theater, LLC                                             54,805
     151
     152
     153        Superior Super Warehouse                                          71,819
     154        Aaron's Rents                                                      8,232
     155        Woodranch                                                          4,500
     156
     157        Clemens Markets                                                   41,136
     158        Ace Hardware                                                      15,505
     159        Furniture 2 Go                                                    16,196
     160
    160.01      Alabama ENT Associates, PC                                         6,029
    160.02      Southlake Orthopaedics Sport                                       8,186
     161        Garden Ridge, LP                                                 142,000
     162        Garden Ridge, LP                                                 142,000
     163        Olson,Sundberg Kundig All                                         20,333
     164        Quality Food Centers, Inc.                                        30,110
     165        Blue Onyx Design & Engineering                                     3,329
     166        Pomona Valley Regional Center                                     45,000
     167        New York Graphic Society, Ltd.                                    43,000
     168
     169
     170
     171
     172        Gold Coast Professional Schools, Inc.                             20,000
     173
     174
    174.01      Quarter Bar & Grill                                                5,224
    174.02      Platinum Capital Group                                             4,900
     175        Pueblo Viejo Billiards                                             4,735
     176        International Electric Center                                      2,135
     177
     178
     179        Linbarger, Goggan, Blair                                           5,247
     180        James A. Baker                                                     5,158
     181
     182        Alpert's Bedroom City                                             20,000
     183
     184        Old Toad Pub                                                       3,154
     185
     186
     187
     188        Tabi, Inc                                                          8,290
     189
     190
     191        Dollar Tree                                                        9,600
     192        Ferraro's Restaurant                                               4,717
     193
     194        Pioneer Memorial Health Care District                              9,263
     195
     196        Genju Antiques                                                     6,448
     197
     198        Western Machine Works, Inc.                                       35,951
     199        Petland                                                            6,000
     200        Happy Harry's                                                     12,000
     201
     202        Westsound Bank                                                     6,031
     203
     204        Angeli's, Inc.                                                     4,260
     205        Washington Mutual                                                  5,000
     206        Superior Super Warehouse                                          42,630
     207        Happy Harry's                                                     12,000
     208
     209        Sylvan Learning Center                                             3,481
     210
     211        Recreation Station                                                 8,400
     212        China Super Buffet                                                 9,416
     213
     214        General Services Administration                                    7,565
     215        Starbucks                                                          1,671
     216
     217
     218
     219        On the Border                                                      6,153
     220        Skycam, LLC                                                       33,000
     221        Cox Smith Matthews Incorporated                                    2,397
     222
    222.01      Heritage Heating                                                   7,800
    222.02      Cotton Pickin Chicken                                              1,000
    222.03      Cotton Pickin Chicken                                              2,000
    222.04      Jimmy's Steak & Seafood                                            7,000
    222.05      Larry Stoner (CPA)                                                 1,200
     223
     224        Dollar Tree Store                                                  8,000
     225
     226        Hong Kong Buffet                                                   4,370
     227        Torborgs Design Studio                                             2,400
     228        The Crexent, LLC + Master Lease                                   18,751
     229        Wells Fargo                                                       30,000
     230        Reuben's Liquor                                                    4,000
     231        Goodwill                                                          10,423
     232        Dollar Tree                                                       12,000
     233
     234        Dots                                                               4,000
     235        Dollar Tree                                                       10,432
     236
     237        Rare Essentials                                                    4,897
     238
     239
     240
     241
     242        Maurice Eurocenter                                                 4,200
     243        Panera Bread                                                      10,220
     244
     245
     246        Hanger Prothetics                                                  6,175
     247        Mr. C's Towing                                                    25,900
     248        Marina Akopian Medical Supplies                                    1,815
     249        Spectrum                                                          15,360
     250
     251        AGA Medical                                                        7,133
     252        Pluckers Wing Factory                                              4,420
     253
     254        Family Dollar Store                                                9,366
     255
     256
     257        Schlotsky's                                                        4,117
     258        Optical Shop                                                       1,350
     259
     260        Starbucks                                                          1,700
     261
     262        Blockbuster                                                        4,500
     263        This Is It BBQ (A)                                                 4,685
     264        Unity Fashion                                                      1,250
     265        Chyrch Enterprises, LLC                                            4,500
     266        Stage One Dance                                                    5,788
     267        Iron Mountain                                                     46,757
     268        Allegiance Title                                                   2,000
     269        La Tejanita                                                        3,600
     270        Wireless Toyz                                                      1,510
     271        Wells Fargo                                                        1,750
     272        Blue Moon Cafe                                                     4,056
     273
     274        Fed-Ex Kinko's                                                     7,241
     275
     276
     277


                                                              2ND LARGEST TENANT
                    LEASE       ---------------------------------------------------------------------------
    LOAN #      EXPIRATION(23)                     TENANT NAME                            UNIT SIZE
--------------  --------------  ------------------------------------------------  -------------------------

      1
      2
     2.01          5/31/2021    Arnstein & Lehr                                                      94,170
     2.02          4/30/2017    Trizec Properties, Inc.                                              67,054
      3            4/30/2011    Focal Communications Group                                           95,103
      4
     4.01         11/30/2011    New York Life                                                        57,532
     4.02         12/31/2007    Meridian Business Center                                             21,969
      5           11/16/2010    GCG Financial, Inc.                                                  35,312
      6           12/30/2011    Hartline Dacus Dreyer                                                38,509
      7            7/14/2013    HQ Global Workplaces                                                 21,416
      8            7/31/2008    Brandino Corporation                                                    620
      9           12/31/2017    Barnes & Noble                                                       29,996
      10           9/30/2026    Malco Theatre                                     42,860 (Ground Lease)
      11           1/31/2015    Office Depot                                                         30,000
      12
    12.01          1/31/2016    Lehman-Smith & McLeish, PPLC                                         11,774
    12.02          8/31/2016    Ann Sacks                                                             5,074
    12.03          9/30/2008    East Banc 200                                                         3,842
    12.04          1/31/2011    Smith & Hawken                                                        5,471
    12.05          1/31/2011    Random Harvest Studio LLC                                             5,000
    12.06          3/31/2009
    12.07          5/31/2015    Martin Klinge 1                                                       1,460
    12.08          1/31/2012
    12.09          4/30/2010
    12.10          6/30/2009    Sq 71 LLC                                                             2,410
    12.11         10/31/2009    Proactive Sports Management                                           1,757
    12.12          1/31/2010    Paula Brenner                                                         1,273
    12.13          1/31/2016
    12.14          4/30/2016    Claire Liuksila                                                       2,472
    12.15         12/31/2007    Frank Schlesinger                                                     1,300
    12.16          1/31/2012
    12.17          1/31/2011
    12.18
      13
    13.01
    13.02
    13.03
    13.04
    13.05
    13.06
    13.07
    13.08
    13.09
    13.10
    13.11
    13.12
    13.13
    13.14
    13.15
      14            6/6/2093    Mervyn's                                                             80,000
      15           9/10/2011    Carpets-N-More                                                       27,683
      16           1/31/2008    High-Tech Institute, Inc.                                            42,889
      17            6/1/2077    Famous-Barr                                       159,227 (Ground Lease)
      18           2/28/2070    J.C. Penney                                       173,124 (Ground Lease)
      19           4/30/2015    Trader Joe's                                                         11,411
      20           12/1/2055    Vons                                                                 69,445
      21           7/31/2023    Nearon Enterprises                                28,326 (Ground Lease)
      22           6/30/2008    J.C. Penney                                                          49,672
      23
      24
      25           6/30/2021    LA Fitness                                                           45,250
      26            1/5/2015    Pacific Theatres                                                     25,600
      27           1/31/2021    Omaha Jack's Steakhouse & Brewery                                     8,794
      28
      29           1/31/2021    Rite Aid                                                             19,072
      30           6/30/2011    Wal-Mart Stores, Inc.                                               129,148
      31           4/30/2014    Conexis Benefits Admin                                               88,035
      32           4/30/2018    J.C. Penney Co.                                                      37,842
      33           9/30/2032    G.I. Joes                                                            45,364
      34            1/1/2055    Dollar Tree                                                          25,060
      35
      36
      37           8/31/2011    Longs Drug Store                                                     25,844
      38
      39           7/31/2016    Rite Aid                                                             18,235
      40          10/31/2020    Linens 'N Things                                                     39,837
      41
      42
      43           5/31/2009    Alabama Housing Finance                                              16,616
      44           5/31/2014    Longs Drug Store                                                     19,950
      45          10/31/2006    Keystone                                                              7,480
      46          12/31/2055    Office Max                                                           30,000
      47
      48
      49          11/30/2016    Sav-On Drugs                                                         20,120
      50
      51            8/9/2016
      52          12/31/2050    Mervyn's                                          80,000 (Ground Lease)
      53
    53.01          7/31/2010    Krikor B. Tatoyan, M.D.                                               6,967
    53.02          6/30/2010    Imagistics International                                              3,462
    53.03         12/31/2011    Friedel B. Cunningham, AUD & Associates                               2,394
      54
    54.01           8/9/2016
    54.02           8/9/2016
      55           9/30/2026    CSK Auto Inc.                                                         6,000
      56          10/30/2022    Duke University Health System                                         7,407
      57            8/9/2016
      58
    58.01          1/31/2008    The Combined Group                                                   22,780
    58.02          7/31/2011
      59
      60           3/17/2012
      61          12/31/2013    Longs Drug Store                                                     24,437
      62
      63           5/31/2015    99 Cents Only Store                                                  19,782
      64           9/30/2010    Wai Lan Tam                                                           2,265
      65           1/31/2025    E & B Marine                                                          9,578
      66          11/14/2015    McMenamin's                                                           3,602
      67           4/30/2012    Fidelity Bank                                                        18,357
      68           9/30/2009    Vons                                                                 44,128
      69          11/30/2013    Rite Aid                                                             33,006
      70          11/30/2020    Walgreens                                                            14,560
      71           1/31/2008    Michaels Stores                                                      19,020
      72           6/30/2021    Pitt's Orthodontics                                                   4,800
      73
      74          12/31/2024    Longs Drug Store                                                     31,180
      75
    75.01
    75.02
    75.03
    75.04
    75.05
    75.06
    75.07
    75.08          8/31/2008
      76            8/9/2016
      77
      78
      79
Loan Component
Loan Component
Loan Component    10/31/2011    Bon Wright Group                                                      4,200
      80           7/31/2009    Moloney Securities                                                   15,279
      81            1/8/2014    Denny's Restaurant                                                    5,520
      82           1/31/2014    Rent A Center                                                         4,478
      83           4/30/2016    T.J. Maxx                                                            31,628
      84
    84.01
    84.02          12/7/2015
      85           4/30/2009
      86           9/30/2015    B&B Furniture & Bedding                                              24,912
      87           8/31/2025    Fashion Bug                                                           6,600
      88
      89
    89.01          6/30/2019
    89.02         11/30/2019
      90
      91
      92           1/31/2010    Office Depot, Inc                                                    23,376
      93
      94           9/28/2013
      95          11/30/2013    Mulberry Childcare Centers                                            7,400
      96
      97           4/30/2010    Petco Animal Supplies                                                16,459
      98           4/30/2009    Mothers Cake & Cookie Company                                        11,400
      99
     100
     101           6/30/2012    24-Hour Health Club                                                  11,468
     102
     103          11/10/2010    Sowers Baccala Insurance                                              3,210
     104          10/31/2008    Benihana of Tokyo Restaurant                                          7,894
     105           6/30/2013    Big Lots                                                             26,200
     106
    106.01
    106.02
    106.03
    106.04
    106.05
    106.06
     107
     108          10/31/2009    Casey Sayre & William, Inc.                                           5,652
     109
     110
     111           5/31/2015
     112           2/28/2026
     113           1/31/2026
     114          11/30/2006    CVS                                                                  28,000
     115           12/5/2020    Ann's Hallmark                                                        4,246
     116           3/21/2016    Intl Pediatrics Plus                                                  5,970
     117           7/31/2017    Lane Bryant, Inc.                                                    11,763
     118
     119          10/31/2016    Prudential Realty                                                     5,000
     120            7/1/2016    Robert Cohen, MD                                                      5,051
     121            8/9/2016
     122          11/30/2021    Covenant Health System                                               15,923
     123
     124
     125          10/31/2025    Radio Shack                                                           2,031
     126           1/31/2021    Warehouse Furniture                                                  20,212
     127
     128
     129          10/31/2031    T-Mobile                                                              4,099
     130
     131
     132
    132.01         9/30/2011    Primo Properties, Inc.                                                7,880
    132.02         1/31/2010    Tuesday Morning, Inc.                                                12,000
     133          12/31/2013    Sentara Healthcare                                                   30,927
     134
     135          10/31/2014    Stifel, Nicolaus & Co.                                                4,702
     136           3/31/2011    Tutor Time                                                            7,500
     137
     138           4/30/2012    Trinity Communication                                                 6,004
     139           2/28/2017    CMN, Inc.                                                            19,508
     140          12/31/2021    Two Wheel                                                             4,320
     141
     142
     143
     144
     145           2/29/2016
     146
    146.01
    146.02
     147           6/30/2009    Tower Records                                                         5,000
     148          11/30/2008    Ideal Industries, Inc.                                               36,125
     149           3/30/2026    Son Minh Nguyen t/a Sonny Nails                                       1,615
     150           5/31/2031    Spa Base                                                             10,000
     151
     152
     153           8/30/2026    Safeway Inc.                                                         10,741
     154           3/31/2011    Coral Casual                                                          6,800
     155           4/30/2012    House of Fitness                                                      3,225
     156
     157           1/31/2019    Perkasie Cleaners                                                     3,054
     158          10/31/2008    9th Street Fitness                                                   13,000
     159           2/28/2011    Golden Harvest MK                                                    13,500
     160
    160.01         2/28/2011    Southlake Pediatrics Inc.                                             4,417
    160.02         3/19/2009    Medplex Brookwood                                                     4,036
     161           7/31/2024
     162           7/31/2024
     163           8/31/2013    Virage Logic                                                         12,272
     164           12/4/2019    Blockbuster Video                                                     3,320
     165          10/31/2016    R. Fred McHadded                                                      2,541
     166           2/28/2014    Casablanca                                                           17,036
     167           6/30/2018
     168
     169
     170
     171
     172           9/30/2026    (sublease) Coldwell Banker                                           10,000
     173
     174
    174.01          9/1/2016    Automotive Center                                                     3,732
    174.02         7/31/2008    Eugene Burger Mgt. Corp of Nev.                                       2,645
     175          11/31/2010    JR Pharmacy                                                           3,720
     176           5/31/2010    Vendome                                                               2,100
     177
     178
     179           5/15/2011    Blockbuster                                                           5,140
     180          10/31/2008    JS Marten Jewelers                                                    3,500
     181
     182           5/14/2009    Newbury Pk Physical Therapy                                           3,117
     183
     184           3/31/2010    Emerg Partners                                                        3,066
     185
     186
     187
     188                 MTM    Julio Pacheco                                                         3,800
     189
     190
     191           1/31/2011    Hibbett's                                                             5,200
     192           2/28/2020    US Bank                                                               4,145
     193
     194           2/28/2026    Fresenius Medical Care of Brawley                                     9,003
     195
     196           2/15/2009    Lianzhong/Rare & Exotic Stones                                        3,116
     197
     198          10/31/2007    IRC Aluminum & Stainless, Inc.                                       23,640
     199            5/1/2015    Dollar Haven                                                          6,000
     200           7/31/2021    East Coast Fitness                                                    6,820
     201
     202           10/1/2011    Kings Wok                                                             5,973
     203
     204           1/31/2007    Solo Liquors                                                          2,660
     205           7/15/2011    Among Friends                                                         2,152
     206           5/30/2026
     207           3/31/2023    Dollar General                                                        7,440
     208
     209           7/17/2009    Kovar Karate Center                                                   2,800
     210
     211           9/14/2011    Ginza Restaurant                                                      4,200
     212           4/30/2007    LA Financial Credit Union                                             7,000
     213
     214           5/13/2008    Motorola                                                              3,476
     215            9/1/2016    San Sai Japanese Grill                                                1,492
     216
     217
     218
     219           6/30/2014    Buffalo Wild Wings                                                    5,246
     220           5/31/2016    Case & Associates                                                     9,000
     221                 MTM    JP Morgan Chase                                                       1,988
     222
    222.01        10/31/2008    Burnett's Karate                                                      2,700
    222.02         2/28/2010    Spivey Cleaners                                                       1,000
    222.03         1/31/2009    Hair Waves                                                            2,000
    222.04        10/31/2009    Babcock Furniture                                                     7,000
    222.05         4/30/2009    Ace Cleaners                                                          1,000
     223
     224           5/31/2011    CSK Auto                                                              7,000
     225
     226            9/1/2009    El Tapito                                                             4,300
     227           12/1/2008    Wisconsin Business Development Finance Expansion                      1,305
     228           6/30/2021
     229           9/30/2021
     230           5/31/2008    Compass Bank                                                          3,556
     231           2/28/2010    Douglas County                                                        5,400
     232           5/31/2016    Perfect Pizza (Ci-Ci's)                                               4,200
     233
     234           8/31/2011    Payless ShoeSource, Inc.                                              3,200
     235           9/30/2011    The Shoe Department                                                   4,914
     236
     237           8/14/2007    Chen Yang Li                                                          4,026
     238
     239
     240
     241
     242           5/31/2008    Mattress Giant Corporation                                            3,405
     243           2/28/2011    KFB Designs                                                           2,781
     244
     245
     246           3/31/2008    Tan Man                                                               3,000
     247           1/31/2010    Trend Offset Printing                                                14,800
     248          10/31/2008    Dr. Robert Sayan                                                        825
     249           9/24/2019
     250
     251           5/31/2021
     252           5/11/2013    Cricket Cell                                                          2,610
     253
     254          12/31/2007    Blockbusters                                                          5,980
     255
     256
     257          12/31/2020    Papa Murphy's                                                         1,550
     258           2/13/2011    Subway Real Estate Corp.                                              1,050
     259
     260            8/1/2016    Buckeye Cash                                                          1,651
     261
     262           8/31/2012    James Jewel Box                                                       1,800
     263           11/1/2021    Master Cleaners                                                       2,285
     264           8/31/2012    Wireless Express                                                      1,250
     265           8/30/2008    Top One Asian Restaurant, Inc.                                        3,000
     266           1/31/2008    Red Oak Real Estate                                                   2,200
     267          12/31/2015
     268            8/1/2009    Rei's Bakery                                                          1,500
     269           8/31/2009    Design Thyme Florist                                                  1,500
     270          12/20/2011    Philly Connection                                                     1,509
     271            9/1/2010    DGIA (INS)                                                            1,405
     272          11/30/2018    Campbell Services of Alabama                                          2,507
     273
     274           6/30/2009
     275
     276
     277


                                                     3RD LARGEST TENANT
                  LEASE     -----------------------------------------------------------------
    LOAN #      EXPIRATION                  TENANT NAME                        UNIT SIZE
--------------  ----------  ---------------------------------------  ------------------------

      1
      2
     2.01        3/31/2018  Hewitt Associates LLC                                      73,301
     2.02       12/31/2014  Blackman, Kallick, Bartelstein                             56,983
      3          6/30/2008  AMA Services                                               51,030
      4
     4.01        9/30/2010  EMBC                                                       33,003
     4.02       12/31/2007  Five State Energy                                          15,377
      5          1/31/2015  IPC, Inc.                                                  19,859
      6          5/31/2008  Jacobs Engineering                                         29,106
      7          9/30/2010  General Services Admin.                                    14,885
      8          8/14/2007
      9          11/1/2027  Pottery Barn                                               15,177
      10         1/31/2022  Best Buy                                                   30,399
      11        12/31/2017  Fitness Equation                                           29,000
      12
    12.01       11/30/2014
    12.02        7/31/2011  Cady's Alley Restaurant                                     3,855
    12.03        9/30/2008  AT&T Wireless/Cingular                                      1,418
    12.04        1/31/2010  Thomas Metford                                              2,300
    12.05        3/31/2012  Cotemporia Georgetown, LLC                                  2,700
    12.06
    12.07        5/31/2007
    12.08
    12.09
    12.10        1/31/2008  Patrick Jefferies                                           1,841
    12.11        4/15/2007
    12.12       12/31/2006  Elizabeth Quinn                                             1,273
    12.13
    12.14        8/31/2007  Bensal Sanje                                                1,748
    12.15              MTM
    12.16
    12.17
    12.18
      13
    13.01
    13.02
    13.03
    13.04
    13.05
    13.06
    13.07
    13.08
    13.09
    13.10
    13.11
    13.12
    13.13
    13.14
    13.15
      14         7/12/2012  Gigante                                                    54,087
      15         6/30/2015  T.J. Maxx                                                  25,200
      16         8/31/2010  CPP North America                                          29,223
      17        12/18/2074  Bergner's                                125,225 (Ground Lease)
      18         2/28/2070  Belk                                     90,496 (Ground Lease)
      19         1/31/2013  El Torito Restaurant                                       10,113
      20               MTM  Easy Life Furniture, Inc.                                  17,962
      21        12/31/2050  Cost Plus                                                  19,044
      22        10/31/2017  Cinemark Theatres                                          45,000
      23
      24
      25         7/31/2021  Office Depot                                               18,191
      26         9/30/2009  99c Only Stores                                            18,000
      27         4/30/2019  Roger Dunn Golf                                             6,200
      28
      29         5/31/2009  Kragen Auto Parts                                          16,520
      30         6/28/2011  Tops Market, LLC                                           84,000
      31        10/31/2015
      32        11/30/2008  Courthouse Athletic Club                                   12,567
      33         9/30/2018  Bartell Drugs                                              17,622
      34         7/31/2008  Petsmart                                                   24,225
      35
      36
      37         2/28/2010  United States Postal Service                               14,380
      38
      39         5/31/2016  Dollar Store                                               12,200
      40         1/31/2011  CompUSA                                                    35,000
      41
      42
      43         1/31/2010  Ball, Ball, Mathews & Novak                                13,914
      44         2/28/2018  Blockbuster Video                                           4,925
      45        11/30/2006  Global Payment Solution                                     6,774
      46        12/31/2011  Ross Stores, Inc.                                          27,200
      47
      48
      49        12/31/2015  24 Hour Fitness USA                                         9,109
      50
      51
      52        12/31/2050  Ross                                                       24,000
      53
    53.01        6/30/2010  Getzug, Klasky & Amerian, MD                                4,995
    53.02        4/14/2010  Robert J. Shorr, M.D., A Medical Corp.                      2,452
    53.03        3/31/2009  Thomas Castabile & Jason Osvog                              2,042
      54
    54.01
    54.02
      55         8/31/2016  Blockbuster, Inc.                                           5,000
      56        10/31/2015  Caring Family Network                                       7,081
      57
      58
    58.01       10/31/2009  Inter-Tel Technologies, Inc.                               18,500
    58.02
      59
      60
      61         2/28/2011  Bally Total Fitness                                        24,145
      62
      63         1/31/2007  Ku Bin Park                                                10,100
      64         8/31/2008  Cheng, Sun C                                                2,265
      65        12/31/2009  Rent-A-Center                                               6,611
      66         7/31/2015  Pennzoil Ten Minute Oil Change                              2,633
      67         7/31/2009  All Cities Mortgage and Financial Inc.                      8,882
      68        12/31/2010  Lane Bryant                                                 9,356
      69         1/31/2014  Big Lots                                                   15,000
      70        12/31/2030  Men's Wearhouse                                             6,000
      71         1/31/2008  Pier 1 Imports                                              8,749
      72         7/31/2011  Blockbuster Video                                           4,200
      73
      74         7/30/2022  US Post Office                                             15,771
      75
    75.01
    75.02
    75.03
    75.04
    75.05
    75.06
    75.07
    75.08
      76
      77
      78
      79
Loan Component
Loan Component
Loan Component   6/30/2008  Bronson Tele-Marketing                                      2,900
      80         4/30/2011  Marston & Marston                                          14,115
      81         8/31/2026  Rainbow Apparel                                             4,720
      82        11/30/2009  Countrywide Home Loans                                      3,600
      83         9/30/2013  Fresh Market                                               22,134
      84
    84.01
    84.02
      85
      86         5/13/2014  Staples                                                    20,000
      87        10/31/2010  Benderson 85-1 Trust                                        5,400
      88
      89
    89.01
    89.02
      90
      91
      92         6/30/2008  20/20 Video Inc.                                            5,760
      93
      94
      95         8/31/2008  LA Boxing                                                   4,617
      96
      97         9/30/2013  Boater's World Discount Marine                              7,679
      98        10/31/2008  Lombard Enterprises                                        10,240
      99
     100
     101         9/30/2007  U.S. Postal Service                                         8,483
     102
     103         7/31/2009  Brasserie Excelsior                                         3,050
     104        12/31/2010  Miseki Jewelry                                              2,212
     105         1/31/2011  Manchester Wholesale                                        9,964
     106
    106.01
    106.02
    106.03
    106.04
    106.05
    106.06
     107
     108         9/30/2008  Schatzi on Main                                             3,845
     109
     110
     111
     112
     113
     114         1/31/2007  TNT Furniture                                               2,975
     115         5/31/2007  Progressive Insurance                                       4,245
     116         5/31/2018  Ceragem                                                     3,000
     117         1/31/2012
     118
     119         2/29/2012  Kaysons                                                     3,575
     120          9/1/2016  Daniel Shapiro, MD, PC                                      4,853
     121
     122        11/30/2021  Covenant Health System - Gamma Building                     1,720
     123
     124
     125        10/31/2009  Key Bank                                                    2,000
     126         9/30/2016  Cost Plus                                                  18,311
     127
     128
     129         9/30/2013  Caribou Coffee                                              2,515
     130
     131
     132
    132.01      11/30/2009  Miguel Pichardo                                             7,200
    132.02       7/15/2008  Beall's Outlet                                              9,520
     133         7/22/2015
     134
     135         1/31/2011  Christopher & Banks, Inc.                                   3,586
     136         4/30/2010  Hollywood Video                                             4,994
     137
     138         6/30/2008  Core Trace                                                  3,591
     139        10/31/2012  RSI, Inc.                                                  18,448
     140        12/31/2008  B.G Emilio Pizza                                            2,800
     141
     142
     143
     144
     145
     146
    146.01
    146.02
     147         3/31/2009  Brittania Pub                                               2,000
     148         7/31/2014
     149        12/31/2015  Subway Real Estate Corp                                     1,615
     150        12/31/2013
     151
     152
     153         8/31/2008  Allen Tire Co                                               5,500
     154         7/31/2009  Tailor Bilt Golf Shop                                       5,100
     155          3/1/2008  Lampost Pizza                                               3,222
     156
     157         6/30/2009  Wachovia Bank                                               3,000
     158        12/31/2013  JC Flicks                                                   5,265
     159        12/31/2010  Arrowhead Central Credit Union                              7,267
     160
    160.01       1/31/2009  Drs. Deep & Daughtry, P.C.                                  3,554
    160.02       8/31/2008  HealthSouth - PT                                            3,747
     161
     162
     163         8/31/2010  Mark Anthony Brands, Inc.                                   5,119
     164         9/30/2007  Edward D. Jones                                             1,113
     165        10/31/2011  Pac-Fish, Inc.                                              2,261
     166        12/31/2008
     167
     168
     169
     170
     171
     172         8/31/2011
     173
     174
    174.01        9/1/2016
    174.02       1/31/2009  Structure Studios                                           2,458
     175         5/31/2011  La Potrance                                                 3,177
     176         9/30/2008  Chocolate Beach, Inc                                        2,100
     177
     178
     179         2/20/2008  Uchi Japanese Restaurant                                    3,859
     180        10/31/2007  McNamara Florist                                            3,000
     181
     182         5/31/2011  ReMax Gold Coast                                            2,998
     183
     184        12/30/2010  Judy Brust - Gallery Blue                                   3,000
     185
     186
     187
     188         3/31/2008  Jung H. Park                                                3,500
     189
     190
     191         9/30/2015  Rent-A-Center                                               4,800
     192         2/28/2013  Cafe Derby                                                  2,120
     193
     194        12/31/2015  MDPHD, Inc.                                                 4,691
     195
     196               MTM  Takara Restaurant                                           2,468
     197
     198        10/31/2015  Boydstun Metal Works, Inc.                                 20,718
     199          8/1/2015  Buffalo Wild Wings                                          5,751
     200               MTM  Rentway, Inc.                                               5,430
     201
     202          1/1/2009  Heads Up Brewing                                            3,000
     203
     204         4/30/2008  Dale / Kay Smith Beauty Salon                               2,610
     205         3/31/2008  SD Orthodontics                                             1,800
     206
     207         5/31/2011  Coliseum Pizza, Inc.                                        3,240
     208
     209         7/17/2009  Super Supper                                                2,020
     210
     211         1/31/2011  Realty Resources                                            2,400
     212         3/31/2008  DA VITA Inc.                                                5,292
     213
     214               MTM  Comitsys, Inc.                                              1,655
     215         7/31/2016  Ayassian Bros Dry Cleaners                                  1,303
     216
     217
     218
     219         6/30/2012  At the Beach                                                3,006
     220         5/31/2018
     221         3/31/2007  T.A. & A.D., LP                                             1,756
     222
    222.01       6/30/2008  Chuck Teems Office                                          1,950
    222.02       9/30/2010  Shay's Hair Salon                                           1,000
    222.03       4/30/2010  US Nails                                                    1,000
    222.04       3/31/2007  Bill's Smokin Que                                           2,000
    222.05      12/31/2007  Dardiers Rodgers (Allstate Insurance)                       1,000
     223
     224         8/31/2021  The Shoe Show                                               4,651
     225
     226         11/1/2011  Sylvan Learning Center                                      2,700
     227          9/1/2013  Realty USA                                                  1,200
     228
     229
     230         4/30/2010  Horizon Pets                                                2,350
     231         4/30/2010  Rush Street                                                 3,620
     232         8/31/2016  Starbucks                                                   1,800
     233
     234         7/31/2011  RadioShack Corp.                                            2,400
     235         4/30/2011  Maurice's Fashion Store                                     4,400
     236
     237         5/31/2012  The Framers Market of 124 S. River Road                     2,172
     238
     239
     240
     241
     242         9/30/2011  Children's Therapies                                        2,410
     243        12/31/2008  Martinizing Dry Cleaning                                    1,483
     244
     245
     246         1/19/2008  Pizza Hut                                                   1,688
     247         7/31/2009  Wavell Showcase & Fixture, Inc.                             8,000
     248         4/30/2008  De Qiang Chen Chinese Fast Food                               825
     249
     250
     251
     252         6/24/2011  First Cash Limited                                          1,470
     253
     254        12/31/2006  Rent-Way                                                    3,497
     255
     256
     257         6/30/2012  L.A. Nails                                                  1,200
     258         4/12/2011  Service Annex LLC                                           1,050
     259
     260          8/2/2011
     261
     262         4/30/2011  Quiznos                                                     1,600
     263          1/1/2008  Hair Salon                                                  2,008
     264         8/31/2011  Express Locations                                           1,250
     265         4/30/2015  Crystal Carolina Sports                                     3,000
     266         5/31/2008  Driving Academy                                             2,000
     267
     268          4/1/2011  Dick's Philly Cheese Steaks                                 1,500
     269         6/30/2011  Hunam Garden                                                1,260
     270         8/31/2011  Got Hair                                                    1,285
     271          6/1/2009  Quizno's                                                    1,387
     272         9/30/2008  World of Tobacco & Beverage                                 1,690
     273
     274
     275
     276
     277


                  LEASE
    LOAN #      EXPIRATION      LOAN #
--------------  ----------  --------------

      1                           1
      2                           2
     2.01        4/30/2010       2.01
     2.02        1/31/2016       2.02
      3         10/31/2007        3
      4                           4
     4.01       11/30/2010       4.01
     4.02        4/30/2012       4.02
      5          8/31/2015        5
      6          7/31/2013        6
      7         12/31/2015        7
      8                           8
      9          1/31/2018        9
      10         1/31/2017        10
      11        12/31/2010        11
      12                          12
    12.01                       12.01
    12.02        6/30/2014      12.02
    12.03        6/30/2010      12.03
    12.04              MTM      12.04
    12.05        7/31/2009      12.05
    12.06                       12.06
    12.07                       12.07
    12.08                       12.08
    12.09                       12.09
    12.10              MTM      12.10
    12.11                       12.11
    12.12              MTM      12.12
    12.13                       12.13
    12.14        6/30/2007      12.14
    12.15                       12.15
    12.16                       12.16
    12.17                       12.17
    12.18                       12.18
      13                          13
    13.01                       13.01
    13.02                       13.02
    13.03                       13.03
    13.04                       13.04
    13.05                       13.05
    13.06                       13.06
    13.07                       13.07
    13.08                       13.08
    13.09                       13.09
    13.10                       13.10
    13.11                       13.11
    13.12                       13.12
    13.13                       13.13
    13.14                       13.14
    13.15                       13.15
      14         5/31/2023        14
      15         1/31/2010        15
      16         9/30/2009        16
      17          6/1/2077        17
      18         2/28/2070        18
      19        12/31/2013        19
      20         8/31/2007        20
      21         1/31/2014        21
      22         4/30/2024        22
      23                          23
      24                          24
      25         6/30/2016        25
      26         1/31/2012        26
      27         9/30/2008        27
      28                          28
      29         2/28/2011        29
      30        11/30/2012        30
      31                          31
      32         7/31/2009        32
      33        12/31/2013        33
      34         4/30/2007        34
      35                          35
      36                          36
      37         4/30/2011        37
      38                          38
      39         3/31/2009        39
      40         1/31/2012        40
      41                          41
      42                          42
      43         2/28/2008        43
      44         8/31/2008        44
      45         8/31/2007        45
      46         1/31/2008        46
      47                          47
      48                          48
      49         3/31/2012        49
      50                          50
      51                          51
      52         1/31/2009        52
      53                          53
    53.01        5/31/2008      53.01
    53.02       10/31/2008      53.02
    53.03        2/28/2010      53.03
      54                          54
    54.01                       54.01
    54.02                       54.02
      55        11/30/2011        55
      56         4/30/2008        56
      57                          57
      58                          58
    58.01        6/30/2007      58.01
    58.02                       58.02
      59                          59
      60                          60
      61         1/31/2009        61
      62                          62
      63         7/31/2012        63
      64         8/31/2008        64
      65        10/31/2009        65
      66        12/31/2018        66
      67         4/30/2012        67
      68         1/31/2010        68
      69         1/31/2008        69
      70         2/28/2016        70
      71        12/31/2008        71
      72         4/30/2012        72
      73                          73
      74         8/31/2007        74
      75                          75
    75.01                       75.01
    75.02                       75.02
    75.03                       75.03
    75.04                       75.04
    75.05                       75.05
    75.06                       75.06
    75.07                       75.07
    75.08                       75.08
      76                          76
      77                          77
      78                          78
      79                          79
Loan Component              Loan Component
Loan Component              Loan Component
Loan Component   8/31/2011  Loan Component
      80         5/31/2013        80
      81         1/31/2010        81
      82         9/30/2007        82
      83         6/30/2013        83
      84                          84
    84.01                       84.01
    84.02                       84.02
      85                          85
      86        12/31/2015        86
      87         9/30/2018        87
      88                          88
      89                          89
    89.01                       89.01
    89.02                       89.02
      90                          90
      91                          91
      92         1/31/2009        92
      93                          93
      94                          94
      95         1/31/2011        95
      96                          96
      97         6/30/2007        97
      98        10/31/2011        98
      99                          99
     100                         100
     101         2/29/2008       101
     102                         102
     103         9/30/2012       103
     104               MTM       104
     105         1/31/2010       105
     106                         106
    106.01                      106.01
    106.02                      106.02
    106.03                      106.03
    106.04                      106.04
    106.05                      106.05
    106.06                      106.06
     107                         107
     108         6/30/2018       108
     109                         109
     110                         110
     111                         111
     112                         112
     113                         113
     114        12/29/2010       114
     115        10/31/2008       115
     116        11/30/2008       116
     117                         117
     118                         118
     119         1/31/2017       119
     120         9/15/2016       120
     121                         121
     122        11/30/2016       122
     123                         123
     124                         124
     125        12/31/2010       125
     126         9/30/2016       126
     127                         127
     128                         128
     129         9/30/2016       129
     130                         130
     131                         131
     132                         132
    132.01       3/31/2015      132.01
    132.02       4/30/2010      132.02
     133                         133
     134                         134
     135         3/31/2014       135
     136        10/31/2008       136
     137                         137
     138         5/31/2009       138
     139        11/30/2007       139
     140         6/30/2009       140
     141                         141
     142                         142
     143                         143
     144                         144
     145                         145
     146                         146
    146.01                      146.01
    146.02                      146.02
     147        11/30/2011       147
     148                         148
     149         8/31/2016       149
     150                         150
     151                         151
     152                         152
     153         5/21/2010       153
     154        12/31/2009       154
     155               MTM       155
     156                         156
     157         2/28/2011       157
     158        11/30/2008       158
     159         7/19/2011       159
     160                         160
    160.01       2/28/2011      160.01
    160.02       3/31/2009      160.02
     161                         161
     162                         162
     163         7/31/2010       163
     164         3/31/2007       164
     165        10/31/2011       165
     166                         166
     167                         167
     168                         168
     169                         169
     170                         170
     171                         171
     172                         172
     173                         173
     174                         174
    174.01                      174.01
    174.02       5/31/2007      174.02
     175         1/31/2016       175
     176         6/30/2016       176
     177                         177
     178                         178
     179        12/31/2010       179
     180        10/31/2007       180
     181                         181
     182         3/31/2009       182
     183                         183
     184          7/1/2007       184
     185                         185
     186                         186
     187                         187
     188               MTM       188
     189                         189
     190                         190
     191         7/30/2010       191
     192          7/1/2010       192
     193                         193
     194         7/31/2016       194
     195                         195
     196         1/31/2011       196
     197                         197
     198         3/31/2010       198
     199          6/1/2019       199
     200         7/31/2010       200
     201                         201
     202         7/31/2008       202
     203                         203
     204         3/31/2011       204
     205         3/31/2015       205
     206                         206
     207        10/31/2018       207
     208                         208
     209         9/30/2009       209
     210                         210
     211        11/14/2009       211
     212         6/30/2011       212
     213                         213
     214         5/31/2010       214
     215        12/31/2008       215
     216                         216
     217                         217
     218                         218
     219         9/30/2013       219
     220                         220
     221         3/31/2007       221
     222                         222
    222.01       6/30/2011      222.01
    222.02       4/30/2010      222.02
    222.03       4/30/2009      222.03
    222.04       4/30/2010      222.04
    222.05       4/30/2008      222.05
     223                         223
     224         6/30/2011       224
     225                         225
     226         9/14/2009       226
     227          9/1/2013       227
     228                         228
     229                         229
     230         2/28/2009       230
     231        10/31/2007       231
     232         8/31/2016       232
     233                         233
     234         5/31/2011       234
     235         5/31/2011       235
     236                         236
     237         7/31/2007       237
     238                         238
     239                         239
     240                         240
     241                         241
     242         4/30/2007       242
     243         1/31/2014       243
     244                         244
     245                         245
     246         8/31/2010       246
     247         6/30/2016       247
     248         4/30/2008       248
     249                         249
     250                         250
     251                         251
     252          6/1/2011       252
     253                         253
     254        10/31/2007       254
     255                         255
     256                         256
     257         3/31/2010       257
     258         2/28/2011       258
     259                         259
     260                         260
     261                         261
     262          3/3/2010       262
     263        12/31/2006       263
     264         8/31/2011       264
     265         4/30/2009       265
     266        10/31/2010       266
     267                         267
     268          3/1/2009       268
     269         6/30/2010       269
     270         8/31/2011       270
     271         12/1/2012       271
     272         7/19/2008       272
     273                         273
     274                         274
     275                         275
     276                         276
     277                         277

Footnotes to Annex A-1

1	MLML − Merrill Lynch Mortgage Lending, Inc., CRF − Countrywide Commercial Real Estate Finance, Inc., PNC − PNC Bank, National Association, IXIS − IXIS Real Estate Capital Inc.

2

With respect to mortgage loan numbers 9, 10, 25, 50, 70, 77, 79, 83, 87, 123, 130, 132, 137, 149, 157, 189, 193, 223, 224 and 250 the UW NCF ($) and UW DSCR (x) for the mortgage loans were calculated using ‘‘as stabilized’’ Cash Flows. ‘‘In Place’’ NCF is $14,975,793, $8,629,541, $2,236,694, $2,382,099, $1,216,597, $966,363, $1,172,717, $1,306,088, $956,345, $774,808, $718,705, $792,808, $632,622, $617,744, $529,770, $445,702, $343,750, $289,387, $250,058 and $201,123, respectively, resulting in an UW DSCR (x) of 1.11x, 1.09x, 0.76x, 1.56x, 1.05x, 1.16x, 1.09x, 1.17x, 1.19x, 1.14x, 1.26x, 1.19x, 1.07x, 1.09x, 1.05x, 1.24x, 1.09x, 1.19x, 1.07x and 1.13x respectively.

3	With respect to mortgage loan number 79, the loan is evidenced by one mortgage and one note; however, the loan provides for different payment terms related to each of the three mortgaged properties as presented in the annex.

4	With respect to mortgage loans that are presented as cross-collateralized and cross-defaulted, Cut-Off Date LTV (%), Maturity LTV (%), UW DSCR (x) were calculated in the aggregate.

5	With respect to mortgage loans with partial interest only periods, Annual P&I Debt Service ($), Monthly P&I Debt Service ($) and UW DSCR (x) are shown after the expiration of the Initial Interest Only Period.

6	With respect to mortgage loan numbers 1, 2, 3, 4, 5, 6, 7, 8, 10, 11, 12, 14, 15, 17, 19, 20, 21, 24, 29, 32, 33, 34, 37, 39, 44, 46, 49, 52, 55, 60, 61, 66, 68, 71, 72, 74, 94, 96, 97, 98, 101, 103, 105, 114, 130, 131, 136, 139, 164, 166 and 274 the UW DSCR (x) is calculated using the interest-only annual payment.

7	With respect to mortgage loan numbers 26, 131, 178 and 191 the UW DSCR (x) is calculated after taking into account certain holdback amounts, letters of credit or reserve amounts. The ‘‘as-is’’ UW DSCR (x) for each of the mortgage loans is 1.07x, 1.18x 1.07x and 1.26x, respectively.

8	With respect to mortgage loan numbers 131 and 142 the Cut-off Date LTV (%) and Maturity LTV (%) for the mortgage loans are calculated after taking into account certain holdback amounts, letters of credit or reserve amounts. The ‘‘as-is’’ Cut-Off Date LTV (%) for the mortgage loans are 75.0% and 86.9% respectively. The ‘‘as-is’’ Maturity LTV (%) is 75.0% and 74.2% respectively.

9

With respect to mortgage loan numbers 70 and 189 the Cut-Off Date LTV (%) was calculated using the full loan amount and the ‘‘as stabilized’’ Appraised Value ($). Using the full loan amount and the ‘‘as is’’ value, the Cut-Off Date LTV (%) is 91.12% and 87.63%, respectively, and the BLTV (%) is 81.10% and 74.38% respectively. With respect to mortgage loan numbers 3, 4, 5, 6, 7 and 8, on an aggregate basis the Cut-Off Date LTV (%) is 78.43%, and the BLTV (%) is 78.43%.

10	With respect to mortgage loans secured by multiple properties each mortgage loan's Original Balance ($), Cut-Off Date Balance ($) and Maturity/ARD Balance ($) are allocated to the respective properties based on an allocation determined by Appraised Value ($), or based on allocations in the related loan documents.

11	The Net Mortgage Rate (%) equates to the related Interest Rate (%) less the related Admin. Fee (%).

12

With respect to mortgage loan number 59, the loan has an ascending Interest Rate schedule with Interest Rates of 4.65%, 4.80% and 5.29% for the first three loan years, respectively, and a fixed interest rate for the last seven loan years of 5.89%. The annual payment represents a payment of the 5.89% rate and a 360 month amortization. For purposes of aggregating interest rates in the tables throughout, the 4.65% interest rate was used

13	The Admin. Fee (%) includes the primary servicing fee, master servicing fee, sub-servicing fee and trustee fees applicable to each mortgage loan.

14	With respect to mortgage loan number 30, commencing June 2009 and ending May 2012 the loan payments will be interest only with the difference between the amortizing payment and the interest only payment swept into a rollover reserve.

15	With respect to mortgage loan number 89, the monthly payment of principal and interest through the June 2011 payment date is $97,544.13. Beginning with the July 2011 payment date, the monthly payment of principal and interest is $103,803.63. See Annex A-3 for the amortization schedule.

16

With respect to mortgage loan number 75, the loan provides for defeasance; however, in connection with the partial release of properties 75.01 and/or 75.06, the borrower may obtain a release of such properties prior to the defeasance lockout date by prepaying a portion of the loan ($4,115,000 with respect to the release of property 75.01, and $1,160,000 with respect to property 75.06) on or prior to the October 2009 payment date, in each case with a prepayment penalty consisting of the greater of Yield Maintenance or 1%.

17

With respect to mortgage loan number 145, the loan is locked out from prepayment for two years from the securitization start up date unless the Wright Line tenant exercises its right to purchase the property in accordance with their lease. If the purchase option is exercised, the loan may be prepaid with a prepayment penalty only consisting of Yield Maintenance. Two years from the securitization start up date the loan may only be defeased.

18	With respect to mortgage loan number 184, the property contains 26,866 square feet of Office/Retail space.

19	With respect to those mortgaged properties indicating an Appraisal Date beyond the Cut-Off Date, the Appraised Value ($) and the corresponding Appraisal Date are based on stabilization

20	With respect to mortgage loan number 56, occupancy was calculated using a weighted average of the percentage occupancies for the retail, office and multifamily components.

21	With respect to mortgage loan number 195, the property contains a total of 250 rooms, however, only 147 rooms were considered in the cash flow analysis.

22	With respect to mortgage loan number 172, 10,000 square feet of the property is subleased to Coldwell Banker.

23	With respect to mortgage loan number 145, Wright Line has an option to terminate its lease beginning February, 2009.

24

Mortgage loan number 1 provides for a yield maintenance premium which is a prepayment fee equal to the product obtained by multiplying: (A) the amount of Principal being prepaid, by (B) the excess (if any) of the Monthly Note Rate over the Assumed Reinvestment Rate (ARR) by (C) 1−(1/1+ARR)n/ARR. Where n = number of months remaining between the date of prepayment and the Open Prepayment. ‘‘ARR’’ = Assumed Reinvestment Rate, which is equal to one-twelfth (1/12) of the yield rate equal to the lesser of (i) the yield on the U.S. Treasury issue (primary issue) with a maturity date closest to the Stated Maturity Date, or (ii) the yield on the U.S. Treasury issue (primary issue) with a term equal to the remaining average life of the Debt, with each such yield being based on the bid price for such issue as published in the Wall Street Journal on the date that is fourteen (14) days prior to the date of such prepayment (or, if such bid price is not published on that date, the next preceding date on which such bid price is so published) and converted to a monthly compounded nominal yield.

25

Mortgage loan number 2 provides for a prepayment premium that is equal to the greater of (a) one percent (1%) of the outstanding principal balance of the loan to be prepaid and (b) the present value as of the prepayment date of the Calculated Payments from the prepayment date through August 1, 2011 determined by discounting such payments at the Discount Rate. As used in this definition, the term ‘‘Calculated Payments’’ shall mean the monthly payments of interest only which would be due based on the principal amount of the loan being prepaid on the prepayment date and assuming an interest rate per annum equal to the difference (if such

difference is greater than zero) between (y) the interest rate and (z) the Yield Maintenance Treasury Rate. The term ‘‘Discount Rate’’ shall mean the rate equal to the sum of (i) the rate which, when compounded monthly, is equivalent to the Yield Maintenance Treasury Rate, when compounded semi-annually and (ii) 0.25%. As used in this definition, the term 'Yield Maintenance Treasury Rate’’ shall mean the yield calculated by lender by the linear interpolation of the yields, as reported in the Federal Reserve Statistical Release H.15- Selected Interest Rates under the heading U.S. Government Securities/Treasury Constant Maturities for the week ending prior to the Prepayment Date, of U.S. Treasury Constant Maturities with maturity dates (one longer or one shorter) most nearly approximating August 1, 2011.

26

Mortgage loans number 48, 73, 152, 169, 177, 219, 220, 246 and 264 provide for a prepayment premium that is equal to the greater of (A) 1% of the outstanding principal amount of the loan and (B) the present value, as of the prepayment date, of the remaining scheduled payments of principal and interest from the prepayment date through the maturity date (including any balloon payment) determined by discounting such payments at the Discount Rate, less the amount of principal being prepaid. The term ‘‘Discount Rate’’ shall mean the rate which, when compounded monthly, is equivalent to the Treasury Rate when compounded semi-annually. The term ‘‘Treasury Rate’’ shall mean the yield calculated by the linear interpolation of the yields, as reported in Federal Reserve Statistical Release H.15-Selected Interest Rates under the heading U.S. Government Securities/Treasury Constant Maturities for the week ending prior to the prepayment date, of U.S. Treasury constant maturities with maturity dates (one longer and one shorter) most nearly approximating the maturity date.

27

Mortgage loans number 65, 96, 131, 135 and 158 provide for a prepayment premium that is equal to the greater of (A) 1% of the outstanding principal amount of the loan and (B) the positive difference, if any, between (x) the present value on the date of such prepayment of all future installments which borrower would otherwise be required to pay under the note and the agreement during the original term hereof absent such prepayment, including the outstartding principal amount which would otherwise be due upon the scheduled maturity date absent such prepayment, with such present value being determined by the use of a discount rate equal to the yield to maturity (adjusted to a mortgage equivalent basis pursuant to the standards and practices of the Securities Industry Association), on the date of such prepayment, of the United States Treasury Security having the term to maturity closest to what otherwise would have been the remaining term hereof absent such prepayment and (y) the outstanding principal amount on the date of such prepayment.

28

Mortgage loan number 92 provides for a prepayment premium that is equal to the greater of (A) one percent (1%) of the outstanding principal balance of the Note or (B) the excess, if any, of (1) the present value (‘‘PV’’) of all scheduled interest and principal payments due on each scheduled payment date in respect of the loan for the period from the date of such accepted prepayment to the maturity date, including the principal amount of the loan scheduled to be due on the maturity date, discounted at an interest rate per annum equal to the Index (defined below), based on a 360-day year of twelve 30-day months, over (2) the principal amount of the loan outstanding immediately before such accepted prepayment [i.e., (PV of all future payments) − (principal balance at time of acceleration)]. The foregoing amount shall be calculated by lender and shall be conclusive and binding on borrower. For purposes hereof, ‘‘Index’’ means the average yield for ‘‘treasury constant maturities’’ published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (‘‘FRB Release’’), for the second full week preceding the date of acceleration of the maturity date for instruments having a maturity coterminous with the remaining term of the loan.

29

Mortgage loan number 98 provides for a prepayment premium that is equal to to the the positive difference, if any, between (x) the present value on the date of such prepayment of all future installments which borrower would otherwise be required to pay under the note and the agreement during the original term hereof absent such prepayment, including the outstanding principal amount which would otherwise be due upon the scheduled maturity date absent such prepayment, with such present value being determined by the use of a discount rate equal to the

yield to maturity (adjusted to a mortgage equivalent basis pursuant to the standards and practices of the Securities Industry Association), on the date of such prepayment, of the United States Treasury Security having the term to maturity closest to what otherwise would have been the remaining term hereof absent such prepayment, and (y) the outstanding principal amount on the date of such prepayment

30

Mortgage loan number 99 provides for a prepayment premium that is equal to the greater of (i) Minimum Fee and (ii) amount equal to the product obtained by multiplying: (A) amount of Principal Indebtedness (‘‘PI’’) being repaid, by (B) difference obtained by subtracting Adjusted Yield Rate (‘‘AYR’’) from Adjusted Interest Rate (‘‘AIR’’), by (C) present value factor calculated using formula: (1 − (1 + r/12)†−n)/r where r=AYR and n=remaining term of the mortgage loan in months calculated as follows: number of days (and any fraction thereof) between date of prepayment or acceleration and maturity date, multiplied by 12/365.25.

‘‘AIR’’ means Interest Rate multiplied by 365.25/360. ‘‘AYR’’ means product of formula: (((1+Reference Treasury Yield/2)†(1/6)) − 1) multiplied by 12. ‘‘Minimum Fee’’ means: (a) 3.0% of the amount of the PI being prepaid in the event such prepayment is made on or after the 48th Payment Date but prior to the 72nd Payment Date, (b) 2.0% of the amount of the PI being prepaid in the event such prepayment is made on or after the 72nd Payment Date but prior to the 84th Payment Date, or (c) 1.0% of the amount of the PI being prepaid in the event such prepayment is made on or after the 84th Payment Date but prior to the Open Date. ‘‘Reference Treasury Yield’’ means the yield rate on the U.S. Treasury with a maturity date closest to, but shorter than, the remaining average life of the mortgage loan.

31

Mortgage loan number 128 provides for a prepayment premium that is equal to the greater of (i) Minimum Fee and (ii) amount equal to the product obtained by multiplying: (A) amount of Principal Indebtedness (‘‘PI’’) being repaid, by (B) difference obtained by subtracting Adjusted Yield Rate (‘‘AYR’’) from Adjusted Interest Rate (‘‘AIR’’), by (C) present value factor calculated using formula: (1 − (1 + r/12)†-n)/r where r=AYR and n=remaining term of the mortgage loan in months calculated as follows: number of days (and any fraction thereof) between date of prepayment or acceleration and maturity date, multiplied by 12/365.25.

‘‘AIR’’ means Interest Rate multiplied by 365.25/360. ‘‘AYR’’ means product of formula: (((1+Reference Treasury Yield/2)†(1/6)) − 1) multiplied by 12. ‘‘Minimum Fee’’ means: (a) 3.0% of the amount of the PI being prepaid in the event such prepayment is made on or after the 60th Payment Date but prior to the 72nd Payment Date, (b) 2.0% of the amount of the PI being prepaid in the event such prepayment is made on or after the 72nd Payment Date but prior to the 84th Payment Date, or (c) 1.0% of the amount of the PI being prepaid in the event such prepayment is made on or after the 84th Payment Date but prior to the Open Date. ‘‘Reference Treasury Yield’’ means the yield rate on the U.S. Treasury with a maturity date closest to, but shorter than, the remaining average life of the mortgage loan.

32

The ‘‘Franchise Agreement Termination Payment Amount’’ of the Mortgage Loan 143 provides for a prepayment premium that is equal to the greater of (A) 1% of the outstanding principal amount of the loan and (B) the positive difference, if any, between (x) the present value on the date of such prepayment of all future installments which borrower would otherwise be required to pay under the note and the agreement during the original term hereof absent such prepayment, including the outstanding principal amount which would otherwise be due upon the scheduled maturity date absent such prepayment, with such present value being determined by the use of a discount rate equal to the yield to maturity (adjusted to a mortgage equivalent basis pursuant to the standards and practices of the Securities Industry Association), on the date of such prepayment, of the United States Treasury Security having the term to maturity closest to what otherwise would have been the remaining term hereof absent such prepayment and (y) the outstanding principal amount on the date of such prepayment.

33	Mortgage loan number 145 provides for a prepayment premium that is equal to the amount equal to the product obtained by multiplying: (A) amount of Principal Indebtedness (‘‘PI’’) being repaid,

by (B) difference obtained by subtracting Adjusted Yield Rate (‘‘AYR’’) from Adjusted Interest Rate (‘‘AIR’’), by (C) present value factor calculated using formula: (1 − (1 + r/12)†−n)/r where r=AYR and n=remaining term of the mortgage loan in months calculated as follows: number of days (and any fraction thereof) between date of prepayment or acceleration and maturity date, multiplied by 12/365.25.

	‘‘AIR’’ means Interest Rate multiplied by 365.25/360. ‘‘AYR’’ means product of formula: (((1+Reference Treasury Yield/2)†(1/6)) − 1) multiplied by 12. ‘‘Reference Treasury Yield’’ means the yield rate on the U.S. Treasury with a maturity date closest to, but shorter than, the remaining average life of the mortgage loan.

Additionally, the loan is locked out from prepayment for two years from the securitization start up date unless the Wright Line tenant exercises its right to purchase the property in accordance with their lease. If the purchase option is exercised, the loan may be prepaid with a prepayment penalty only consisting of Yield Maintenance. Two years from the securitization start up date the loan may only be defeased.

34

Mortgage loan number 203 provides for a prepayment premium that is equal to the greater of (i) Minimum Fee and (ii) amount equal to the product obtained by multiplying: (A) amount of Principal Indebtedness (‘‘PI’’) being repaid, by (B) difference obtained by subtracting Adjusted Yield Rate (‘‘AYR’’) from Adjusted Interest Rate (‘‘AIR’’), by (C) present value factor calculated using formula: (1 − (1 + r/12)†−n)/r where r=AYR and n=remaining term of the mortgage loan in months calculated as follows: number of days (and any fraction thereof) between date of prepayment or acceleration and maturity date, multiplied by 12/365.25.

‘‘AIR’’ means Interest Rate multiplied by 365.25/360. ‘‘AYR’’ means product of formula: (((1+Reference Treasury Yield/2)†(1/6)) − 1) multiplied by 12. ‘‘Minimum Fee’’ means: 1.0% of the amount of the PI being prepaid in the event such prepayment is made on or after the 61st Payment Date but prior to the Open Date. ‘‘Reference Treasury Yield’’ means the yield rate on the U.S. Treasury with a maturity date closest to, but shorter than, the remaining average life of the mortgage loan.

35

Mortgage loan number 231 provides for a prepayment premium that is equal to the greater of (i) Minimum Fee and (ii) amount equal to the product obtained by multiplying: (A) amount of Principal Indebtedness (‘‘PI’’) being repaid, by (B) difference obtained by subtracting Adjusted Yield Rate (‘‘AYR’’) from Adjusted Interest Rate (‘‘AIR’’), by (C) present value factor calculated using formula: (1 − (1 + r/12)†−n)/r where r=AYR and n=remaining term of the mortgage loan in months calculated as follows: number of days (and any fraction thereof) between date of prepayment or acceleration and maturity date, multiplied by 12/365.25.

‘‘AIR’’ means Interest Rate multiplied by 365.25/360. ‘‘AYR’’ means product of formula: (((1+Reference Treasury Yield/2)†(1/6)) − 1) multiplied by 12. ‘‘Minimum Fee’’ means: (a) 3.0% of the amount of the PI being prepaid in the event such prepayment is made on or after the 49th Payment Date but prior to the 72nd Payment Date, (b) 2.0% of the amount of the PI being prepaid in the event such prepayment is made on or after the 72nd Payment Date but prior to the 84th Payment Date, or (c) 1.0% of the amount of the PI being prepaid in the event such prepayment is made on or after the 84th Payment Date but prior to the Open Date. ‘‘Reference Treasury Yield’’ means the yield rate on the U.S. Treasury with a maturity date closest to, but shorter than, the remaining average life of the mortgage loan.

36

Mortgage loan number 261 provides for a prepayment premium that is equal to the greater of (i) Minimum Fee and (ii) amount equal to the product obtained by multiplying: (A) amount of Principal Indebtedness (‘‘PI’’) being repaid, by (B) difference obtained by subtracting Adjusted Yield Rate (‘‘AYR’’) from Adjusted Interest Rate (‘‘AIR’’), by (C) present value factor calculated using formula: (1 − (1 + r/12)†−n)/r where r=AYR and n=remaining term of the mortgage loan in months calculated as follows: number of days (and any fraction thereof) between date of prepayment or acceleration and maturity date, multiplied by 12/365.25.

‘‘AIR’’ means Interest Rate multiplied by 365.25/360. ‘‘AYR’’ means product of formula: (((1+Reference Treasury Yield/2)†(1/6)) − 1) multiplied by 12. ‘‘Minimum Fee’’ means: 1.0% of the amount of the PI being prepaid in the event such prepayment is made on or after the 60th Payment Date but prior to the Open Date. ‘‘Reference Treasury Yield’’ means the yield rate on the U.S. Treasury with a maturity date closest to, but shorter than, the remaining average life of the mortgage loan.

                             Annex A-2 (All Loans)

LOAN SELLERS



                                                                                WTD. AVG.
                                       AGGREGATE                                REMAINING                                WTD. AVG.
                         NUMBER OF      CUT-OFF      % OF INITIAL  WTD. AVG.     TERM TO                  WTD. AVG.   MATURITY DATE
                          MORTGAGE  DATE PRINCIPAL  MORTGAGE POOL   MORTGAGE  MATURITY/ARD  WTD. AVG.   CUT-OFF DATE      OR ARD
MORTGAGE LOAN SELLER       LOANS       BALANCE ($)     BALANCE      RATE (%)     (MOS.)      DSCR (x)  LTV RATIO (%)  LTV RATIO (%)
-----------------------  ---------  --------------  -------------  ---------  ------------  ---------  -------------  -------------

MLML                        104      2,393,751,335       52.9%       5.7989        104         1.35         70.1           66.9
CRF                         151      1,394,353,351       30.8%       5.9369        106         1.34         71.5           65.7
IXIS                          2        512,500,000       11.3%       6.0102        117         1.36         64.2           64.2
PNC                          22        222,104,469        4.9%       6.0786        106         1.23         71.8           65.3
                            ---     --------------      -----        ------        ---         ----         ----           ----
TOTAL/WEIGHTED AVERAGE:     279     $4,522,709,155      100.0%       5.8791        106         1.34x        70.0           66.1
                            ===     ==============      =====        ======        ===         ====         ====           ====


PROPERTY TYPES



                                                                                 WTD. AVG.
                                        AGGREGATE                                REMAINING                                WTD. AVG.
                          NUMBER OF      CUT-OFF      % OF INITIAL  WTD. AVG.     TERM TO                  WTD. AVG.   MATURITY DATE
                          MORTGAGED  DATE PRINCIPAL  MORTGAGE POOL   MORTGAGE  MATURITY/ARD  WTD. AVG.   CUT-OFF DATE      OR ARD
PROPERTY TYPE            PROPERTIES    BALANCE ($)     BALANCE       RATE (%)     (MOS.)      DSCR (x)  LTV RATIO (%)  LTV RATIO (%)
-----------------------  ----------  --------------  -------------  ---------  ------------  ---------  -------------  -------------

Retail                       148      2,182,107,348        48.2%      5.7325        109          1.37        69.6           66.2
  Anchored                    70      1,734,438,177        38.3%      5.6550        107          1.39        70.6           67.9
  Unanchored                  63        307,332,197         6.8%      6.0011        114          1.29        64.5           59.0
  Shadow Anchored              6         30,511,445         0.7%      6.3072        118          1.31        68.4           60.7
  Single Tenant                9        109,825,528         2.4%      6.0444        119          1.32        68.9           61.4
Hospitality                   37        395,791,650         8.8%      6.1378        116          1.44        69.5           60.8
Multifamily                   67        882,191,881        19.5%      6.0176        115          1.30        67.3           63.8
  Multifamily                 61        846,494,365        18.7%      6.0134        115          1.30        67.1           63.8
  Manufactured Housing         6         35,697,516         0.8%      6.1163        102          1.27        71.1           64.7
Office                        42        748,166,898        16.5%      5.9549         77          1.27        75.2           72.9
Mixed Use                     16        147,579,505         3.3%      5.9862        119          1.29        66.8           61.4
Industrial                     9         86,584,256         1.9%      5.9449        108          1.35        70.9           66.6
Self Storage                  17         72,914,436         1.6%      6.0859        118          1.33        69.3           61.5
Other                          2          7,373,181         0.2%      6.1957        119          1.33        55.9           48.0
                             ---     --------------       -----       ------        ---          ----        ----           ----
TOTAL/WEIGHTED AVERAGE:      338     $4,522,709,155       100.0%      5.8791        106          1.34x       70.0           66.1
                             ===     ==============       =====       ======        ===          ====        ====           ====





                             Annex A-2 (All Loans)

PROPERTY STATE/LOCATION



                                                                                 WTD. AVG.
                                        AGGREGATE                                REMAINING                                WTD. AVG.
                          NUMBER OF      CUT-OFF      % OF INITIAL  WTD. AVG.     TERM TO                  WTD. AVG.   MATURITY DATE
                          MORTGAGED  DATE PRINCIPAL  MORTGAGE POOL   MORTGAGE  MATURITY/ARD  WTD. AVG.   CUT-OFF DATE      OR ARD
PROPERTY STATE/LOCATION  PROPERTIES    BALANCE ($)     BALANCE       RATE (%)     (MOS.)      DSCR (x)  LTV RATIO (%)  LTV RATIO (%)
-----------------------  ----------  --------------  -------------  ---------  ------------  ---------  -------------  -------------

California                    80      1,475,626,223        32.6%      5.7746        116         1.39         64.4           62.5
  Southern                    57      1,155,765,003        25.6%      5.8366        117         1.38         64.2           62.2
  Northern                    23        319,861,220         7.1%      5.5508        114         1.42         65.2           63.8
Texas                         40        544,212,058        12.0%      5.9178         83         1.23         71.7           66.7
Illinois                       9        434,292,848         9.6%      5.9201         67         1.46         73.1           72.9
New York                      15        201,138,669         4.4%      5.9186        118         1.27         76.1           68.5
Virginia                       8        189,844,015         4.2%      5.8779        119         1.31         76.2           73.7
Washington                     9        179,497,077         4.0%      5.7944        119         1.40         69.4           64.2
Nevada                        12        162,067,450         3.6%      5.8404        118         1.32         70.0           66.6
Florida                       17        132,507,086         2.9%      5.9749        117         1.29         73.2           66.1
Arkansas                       4        147,621,480         3.3%      5.6102         61         1.37         78.8           78.6
District of Columbia          18        124,110,000         2.7%      5.9258        117         1.32         54.6           53.3
Minnesota                      5         95,236,253         2.1%      5.8457        108         1.24         77.5           72.7
Alabama                       11         80,697,565         1.8%      5.9238        111         1.27         76.8           71.0
Indiana                       12         78,871,017         1.7%      6.1776        112         1.32         73.9           66.6
Arizona                        5         67,368,944         1.5%      6.2168        114         1.31         67.8           63.4
Michigan                      18         63,860,805         1.4%      6.0378        118         1.42         74.5           65.5
Tennessee                      3         60,454,232         1.3%      5.9870        120         1.26         78.5           66.2
Colorado                       2         55,385,441         1.2%      6.1141        117         1.27         74.6           68.3
Maryland                       4         53,711,023         1.2%      5.9026        119         1.27         72.6           67.7
Missouri                       3         46,732,016         1.0%      6.1662        118         1.22         76.9           69.5
North Carolina                 4         40,224,755         0.9%      5.9354        119         1.36         70.2           59.6
Georgia                       12         35,519,566         0.8%      6.1672        119         1.29         68.6           58.5
Connecticut                    4         32,913,997         0.7%      6.1157        120         1.40         73.7           63.0
Kansas                         4         21,197,243         0.5%      6.1949        120         1.39         70.9           59.4
Wisconsin                      3         16,897,052         0.4%      6.2132        119         1.23         71.8           64.5
New Hampshire                  2         15,645,545         0.3%      5.9629        119         1.32         76.1           74.6
Pennsylvania                   2         15,500,000         0.3%      5.9370        119         1.21         79.9           66.3
Hawaii                         1         15,000,000         0.3%      5.8000        119         1.30         75.4           66.5
New Jersey                     3         14,340,917         0.3%      6.0739        119         1.23         69.4           60.0
Massachusetts                  2         13,794,475         0.3%      6.1314        114         1.22         61.2           53.3
Alaska                         6         12,679,522         0.3%      6.5500        118         1.22         81.9           70.7
Rhode Island                   1         12,530,004         0.3%      6.1200        116         1.44         74.6           63.7
Oklahoma                       3         11,551,631         0.3%      5.9356        120         1.25         79.0           62.3
Wyoming                        1         11,325,000         0.3%      5.6350        119         1.26         75.0           67.3
Nebraska                       3         10,992,005         0.2%      5.9200        119         1.28         66.4           53.3
Oregon                         2         10,545,000         0.2%      5.9310        117         1.50         71.0           68.4
Idaho                          1          8,392,347         0.2%      6.4600         59         1.35         74.3           70.0
Delaware                       2          8,025,000         0.2%      5.8440        120         1.24         72.6           67.8
Ohio                           2          7,080,669         0.2%      6.0909        118         1.22         67.8           59.6
Iowa                           1          5,494,514         0.1%      5.9900        119         1.20         77.4           65.7
New Mexico                     2          4,958,194         0.1%      5.9715        119         1.27         77.5           66.7
Louisiana                      1          3,000,000         0.1%      6.0800        118         1.18         77.9           70.5
Kentucky                       1          1,867,516         0.0%      6.5300        115         1.22         70.5           60.9
                             ---     --------------       -----       ------        ---         ----         ----           ----
TOTAL/WEIGHTED AVERAGE:      338     $4,522,709,155       100.0%      5.8791        106         1.34x        70.0           66.1
                             ===     ==============       =====       ======        ===         ====         ====           ====





                             Annex A-2 (All Loans)

CUT-OFF DATE PRINCIPAL BALANCES ($)



                                                                                        WTD. AVG.                         WTD. AVG.
                                                                                       REMAINING               WTD. AVG.  MATURITY
                              NUMBER OF  AGGREGATE CUT-OFF  % OF INITIAL   WTD. AVG.    TERM TO                CUT-OFF     DATE OR
   RANGE OF CUT-OFF DATE       MORTGAGE   DATE PRINCIPAL    MORTGAGE POOL   MORTGAGE  MATURITY/ARD  WTD. AVG.  DATE LTV    ARD LTV
   PRINCIPAL BALANCES ($)       LOANS       BALANCE ($)        BALANCE      RATE (%)     (MOS.)      DSCR (X)  RATIO (%)  RATIO (%)
----------------------------  ---------  -----------------  -------------  ---------  ------------  ---------  ---------  ---------

       759,360 - 1,999,999        21           29,608,745         0.7%       6.2546        124         1.32       71.4       61.5
     2,000,000 - 3,999,999        56          167,379,364         3.7%       6.1322        116         1.33       66.8       57.9
     4,000,000 - 4,999,999        15           66,693,180         1.5%       6.0899        110         1.33       70.2       61.6
     5,000,000 - 5,999,999        21          117,062,568         2.6%       6.1526        115         1.26       69.2       61.4
     6,000,000 - 6,999,999        13           83,710,336         1.9%       5.9434        115         1.40       64.2       57.8
     7,000,000 - 7,999,999        11           82,500,528         1.8%       6.0936        118         1.26       64.8       58.0
     8,000,000 - 9,999,999        24          212,029,758         4.7%       5.9880        105         1.30       72.8       65.2
    10,000,000 - 12,999,999       17          195,552,165         4.3%       6.0125        119         1.38       68.8       60.6
    13,000,000 - 19,999,999       48          780,303,043        17.3%       5.8543        113         1.32       71.9       66.9
    20,000,000 - 49,999,999       41        1,238,506,683        27.4%       5.7850        111         1.34       71.4       67.9
    50,000,000 - 99,999,999        6          377,250,000         8.3%       5.7441        104         1.59       69.7       67.5
   100,000,000 - 387,500,000       6        1,172,112,784        25.9%       5.8920         89         1.30       68.3       67.5
                                 ---       --------------       -----        ------        ---         ----       ----       ----
TOTAL/WEIGHTED AVERAGE:          279       $4,522,709,155       100.0%       5.8791        106         1.34X      70.0       66.1
                                 ===       ==============       =====        ======        ===         ====       ====       ====


Minimum:   $759,360
Maximum:   $387,500,000
Average:   $16,210,427

MORTGAGE RATES (%)



                                                                                   WTD. AVG.                         WTD. AVG.
                                                                                  REMAINING               WTD. AVG.  MATURITY
                         NUMBER OF  AGGREGATE CUT-OFF  % OF INITIAL   WTD. AVG.    TERM TO                CUT-OFF     DATE OR
   RANGE OF               MORTGAGE   DATE PRINCIPAL    MORTGAGE POOL   MORTGAGE  MATURITY/ARD  WTD. AVG.  DATE LTV    ARD LTV
MORTGAGE RATES (%)         LOANS       BALANCE ($)        BALANCE      RATE (%)     (MOS.)      DSCR (X)  RATIO (%)  RATIO (%)
-----------------------  ---------  -----------------  -------------  ---------  ------------  ---------  ---------  ---------

   4.6500 - 4.9999            1           19,500,000         0.4%       4.6500        118         1.12       62.3       58.2
   5.0000 - 5.2499            1           39,050,000         0.9%       5.2430        108         1.20       78.1       72.3
   5.2500 - 5.4999           27          661,467,247        14.6%       5.4405        119         1.47       66.4       66.2
   5.5000 - 5.7499           21          655,001,897        14.5%       5.6234         89         1.43       71.1       67.5
   5.7500 - 5.9999           74        1,244,964,165        27.5%       5.8704        106         1.30       72.1       67.5
   6.0000 - 6.0999           51        1,007,121,100        22.3%       6.0550        102         1.31       67.1       64.5
   6.1000 - 6.1999           32          318,917,575         7.1%       6.1323        109         1.28       71.3       64.9
   6.2000 - 6.2999           28          338,479,848         7.5%       6.2431        112         1.28       73.6       66.4
   6.3000 - 6.4999           30          172,770,113         3.8%       6.3731        113         1.31       70.9       62.6
   6.5000 - 6.8600           14           65,437,208         1.4%       6.6570        126         1.27       68.3       62.9
                            ---       --------------       -----        ------        ---         ----       ----       ----
TOTAL/WEIGHTED AVERAGE:     279       $4,522,709,155       100.0%       5.8791        106         1.34X      70.0       66.1
                            ===       ==============       =====        ======        ===         ====       ====       ====


Minimum:            4.6500
Maximum:            6.8600
Weighted Average:   5.8791




                             Annex A-2 (All Loans)

DEBT SERVICE COVERAGE RATIOS (X)



                                                                                       WTD. AVG.                         WTD. AVG.
                                                                                      REMAINING               WTD. AVG.  MATURITY
                             NUMBER OF  AGGREGATE CUT-OFF  % OF INITIAL   WTD. AVG.    TERM TO                CUT-OFF     DATE OR
        RANGE OF DEBT         MORTGAGE   DATE PRINCIPAL    MORTGAGE POOL   MORTGAGE  MATURITY/ARD  WTD. AVG.  DATE LTV    ARD LTV
SERVICE COVERAGE RATIOS (X)    LOANS       BALANCE ($)        BALANCE      RATE (%)     (MOS.)      DSCR (X)  RATIO (%)  RATIO (%)
---------------------------  ---------  -----------------  -------------  ---------  ------------  ---------  ---------  ---------

   1.10 - 1.19                   19          407,459,027         9.0%       5.7815         89         1.15       72.2       65.8
   1.20 - 1.24                   92        1,134,402,744        25.1%       6.0195        102         1.22       74.4       68.9
   1.25 - 1.29                   44          429,901,123         9.5%       5.9803        117         1.27       73.3       67.6
   1.30 - 1.34                   31          691,476,946        15.3%       5.8903         98         1.33       71.1       68.8
   1.35 - 1.39                   31          891,807,021        19.7%       5.9235        106         1.37       66.3       64.6
   1.40 - 1.44                   24          423,095,200         9.4%       5.7614        118         1.42       70.0       65.0
   1.45 - 1.49                   13          248,677,231         5.5%       5.5345        119         1.47       64.4       63.2
   1.50 - 1.74                   13          167,761,895         3.7%       5.6070        119         1.59       65.0       63.3
   1.75 - 1.99                    7           60,132,884         1.3%       5.7033        118         1.81       59.0       55.3
   2.00 - 3.01                    5           67,995,084         1.5%       5.6062        119         2.88       40.2       38.9
                                ---       --------------       -----        ------        ---         ----       ----       ----
TOTAL/WEIGHTED AVERAGE:         279       $4,522,709,155       100.0%       5.8791        106         1.34X      70.0       66.1
                                ===       ==============       =====        ======        ===         ====       ====       ====


Minimum:            1.10x
Maximum:            3.01x
Weighted Average:   1.34x

CUT-OFF DATE LOAN-TO-VALUE RATIOS (%)



                                                                                    WTD. AVG.                         WTD. AVG.
                                                                                   REMAINING               WTD. AVG.   MATURITY
                          NUMBER OF  AGGREGATE CUT-OFF  % OF INITIAL   WTD. AVG.    TERM TO                 CUT-OFF    DATE OR
 RANGE OF CUT-OFF DATE     MORTGAGE   DATE PRINCIPAL    MORTGAGE POOL   MORTGAGE  MATURITY/ARD  WTD. AVG.  DATE LTV    ARD LTV
LOAN-TO-VALUE RATIOS (%)    LOANS       BALANCE ($)        BALANCE      RATE (%)     (MOS.)      DSCR (X)  RATIO (%)  RATIO (%)
------------------------  ---------  -----------------  -------------  ---------  ------------  ---------  ---------  ---------

   32.20 - 50.00              19          137,356,049         3.0%      5.8275         120        2.21        43.2       40.4
   50.01 - 60.00              25          661,909,028        14.6%      5.9918         116        1.37        57.5       56.2
   60.01 - 65.00              30          411,524,078         9.1%      5.6106         119        1.40        63.0       60.8
   65.01 - 70.00              49          844,441,824        18.7%      5.7932         103        1.31        68.5       63.3
   70.01 - 75.00              56          727,162,140        16.1%      6.0047         111        1.32        72.9       67.0
   75.01 - 77.50              42          584,963,138        12.9%      5.9398          93        1.28        76.5       72.2
   77.51 - 80.00              55        1,133,863,252        25.1%      5.8589          98        1.27        78.7       75.1
   80.01 - 83.00               3           21,489,647         0.5%      6.4235         126        1.24        81.5       69.9
                             ---       --------------       -----       ------         ---        ----        ----       ----
TOTAL/WEIGHTED AVERAGE:      279       $4,522,709,155       100.0%      5.8791         106        1.34X       70.0       66.1
                             ===       ==============       =====       ======         ===        ====        ====       ====


Minimum:            32.2
Maximum:            83.0
Weighted Average:   70.0




                             Annex A-2 (All Loans)

MATURITY DATE OR ANTICIPATED REPAYMENT DATE LOAN-TO-VALUE RATIOS (%)



                                                       % OF                  WTD. AVG.
                           NUMBER      AGGREGATE      INITIAL                REMAINING                                 WTD. AVG.
                             OF          CUT-OFF     MORTGAGE   WTD. AVG.     TERM TO                  WTD. AVG.    MATURITY DATE
RANGE OF MATURITY DATE    MORTGAGE   DATE PRINCIPAL     POOL   MORTGAGE    MATURITY/ARD  WTD. AVG.  CUT-OFF DATE        OR ARD
OR ARD LTV RATIOS (%)       LOANS      BALANCE ($)    BALANCE    RATE (%)     (MOS.)      DSCR (X)   LTV RATIO (%)  LTV RATIO (%)
------------------------  --------  ---------------  --------  ----------  ------------  ---------  --------------  -------------

   Fully Amortizing             2       11,178,118      0.2%     6.5600          178        1.36         44.5            0.0
      27.50   -    40.00       10       41,195,407      0.9%     5.9605          119        1.92         40.6           33.5
      40.01   -    49.99       19      129,859,163      2.9%     5.8493          115        2.02         48.6           44.2
      50.00   -    60.00       58      984,210,722     21.8%     5.9850          117        1.36         60.9           57.1
      60.01   -    62.50       24      262,708,844      5.8%     5.7568          118        1.35         66.7           61.2
      62.51   -    65.00       40      737,723,357     16.3%     5.8353          103        1.31         70.0           64.2
      65.01   -    67.50       35      486,969,615     10.8%     5.8738          118        1.29         72.7           66.7
      67.51   -    70.00       29      306,861,301      6.8%     5.9007          115        1.32         73.6           68.9
      70.01   -    80.00       62    1,562,002,629     34.5%     5.8466           91        1.29         77.4           75.6
                              ---   --------------    -----      ------          ---        ----         ----           ----
TOTAL/WEIGHTED AVERAGE:       279   $4,522,709,155    100.0%     5.8791          106        1.34X        70.0           66.1
                              ===   ==============    =====      ======          ===        ====         ====           ====


Minimum:          27.5
Maximum:          80.0
Weighted Average: 66.1

REMAINING TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE



                                                                                                                              WTD.
                                                                                         WTD. AVG.              WTD. AVG.     AVG.
                                                                                         REMAINING               CUT-OFF   MATURITY
                                          AGGREGATE CUT-OFF   % OF INITIAL  WTD. AVG.     TERM TO                  DATE     DATE OR
RANGE OF REMAINING          NUMBER OF      DATE PRINCIPAL    MORTGAGE POOL   MORTGAGE  MATURITY/ARD  WTD. AVG.     LTV      ARD LTV
TERMS TO MATURITY (MOS.)  MORTGAGE LOANS     BALANCE ($)        BALANCE      RATE (%)     (MOS.)     DSCR (X)   RATIO (%)  RATIO (%)
------------------------  --------------  -----------------  -------------  ---------  ------------  ---------  ---------  ---------

       54   -    60             25            935,167,987         20.7%       5.8513         58        1.27        75.0       73.7
       61   -    84              1              2,397,624          0.1%       6.0300         83        1.20        69.1       62.5
       85   -    121           249          3,566,055,300         78.8%       5.8838        118        1.36        68.7       64.2
      122   -    213             4             19,088,243          0.4%       6.3465        169        1.37        59.0       62.7
                               ---         --------------        -----        ------        ---        ----        ----       ----
TOTAL/WEIGHTED AVERAGE:        279         $4,522,709,155        100.0%       5.8791        106        1.34X       70.0       66.1
                               ===         ==============        =====        ======        ===        ====        ====       ====


Minimum:          54 mos.
Maximum:          213 mos.
Weighted Average: 106 mos.

REMAINING STATED AMORTIZATION TERMS



                                                                                                                           WTD. AVG.
                                               AGGREGATE                                WTD. AVG.              WTD. AVG.   MATURITY
                                   NUMBER       CUT-OFF          % OF                  REMAINING                CUT-OFF      DATE
                                     OF          DATE          INITIAL     WTD. AVG.     TERM TO                  DATE      OR ARD
RANGE OF REMAINING                MORTGAGE     PRINCIPAL    MORTGAGE POOL  MORTGAGE   MATURITY/ARD  WTD. AVG.     LTV        LTV
STATED AMORTIZATION TERMS (MOS.)   LOANS      BALANCE ($)      BALANCE      RATE (%)     (MOS.)     DSCR (X)   RATIO (%)  RATIO (%)
--------------------------------  --------  --------------  -------------  ---------  ------------  ---------  ---------  ---------

   Interest Only                      51     2,113,425,000       46.7%       5.7539        100         1.42       68.4       68.4
      178   -    240                   6        24,878,594        0.6%       6.1928        134         1.35       57.3       47.0
      241   -    300                  11        90,175,171        2.0%       6.0318        118         1.34       69.0       53.7
      301   -    360                 201     2,127,794,171       47.0%       5.9889        110         1.28       71.3       64.3
      361   -    420                  10       166,436,220        3.7%       5.9357        116         1.24       75.1       69.0
                                     ---    --------------      -----        ------        ---         ----       ----       ----
TOTAL/WEIGHTED AVERAGE:              279    $4,522,709,155      100.0%       5.8791        106         1.34X      70.0       66.1
                                     ===    ==============      =====        ======        ===         ====       ====       ====


Minimum:          178 mos.
Maximum:          420 mos.
Weighted Average: 359 mos.




                             Annex A-2 (All Loans)

AMORTIZATION TYPES



                                                                               WTD. AVG.
                          NUMBER      AGGREGATE         % OF                   REMAINING                                WTD. AVG.
                            OF         CUT-OFF        INITIAL     WTD. AVG.     TERM TO                 WTD. AVG.    MATURITY DATE
                         MORTGAGE  DATE PRINCIPAL  MORTGAGE POOL  MORTGAGE   MATURITY/ARD  WTD. AVG.  CUT-OFF DATE       OR ARD
AMORTIZATION TYPES         LOANS     BALANCE ($)      BALANCE     RATE (%)      (MOS.)     DSCR (X)   LTV RATIO (%)   LTV RATIO (%)
-----------------------  --------  --------------  -------------  ---------  ------------  ---------  -------------  --------------

Interest Only                51     2,113,425,000      46.7%        5.7539         100        1.42         68.4            68.4
IO-Balloon                  117     1,486,481,824      32.9%        6.0002         115        1.27         72.3            66.3
Balloon                     109       911,624,214      20.2%        5.9637         103        1.29         70.1            60.5
Fully Amortizing              2        11,178,118       0.2%        6.5600         178        1.36         44.5               0
                            ---    --------------     -----         ------         ---        ----         ----            ----
TOTAL/WEIGHTED AVERAGE:     279    $4,522,709,155     100.0%        5.8791         106        1.34X        70.0            66.1
                            ===    ==============     =====         ======         ===        ====         ====            ====


ESCROW TYPES

                                      AGGREGATE CUT-OFF   % OF INITIAL
                        NUMBER OF      DATE PRINCIPAL    MORTGAGE POOL
ESCROW TYPES          MORTGAGE LOANS     BALANCE ($)        BALANCE
--------------------  --------------  -----------------  -------------
Real Estate Tax            221          2,978,121,139         65.8%
Insurance                  191          2,597,257,083         57.4%
Replacement Reserves       201          2,428,241,065         53.7%
TI/LC Reserves              92          1,464,143,300         45.8%

LOCKBOX TYPES
                                                                      % OF
                                                                     INITIAL
                                                 AGGREGATE CUT-OFF  MORTGAGE
                                    NUMBER OF     DATE PRINCIPAL      POOL
LOCKBOX TYPES                    MORTGAGE LOANS      BALANCE ($)    BALANCE
-------------------------------  --------------  -----------------  --------
Hard                                   57           1,734,305,605     38.3%
None at Closing, Springing Hard        31           1,077,068,283     23.8%
Soft at Closing, Springing Hard         6             210,750,000      4.7%
Soft                                    3              58,679,522      1.3%




                            Annex A-2 (Loan Group 1)

LOAN SELLERS



                                        AGGREGATE       % OF                  WTD. AVG.
                           NUMBER        CUT-OFF      INITIAL                 REMAINING                 WTD. AVG.        WTD. AVG.
                             OF           DATE          LOAN    WTD. AVG.      TERM TO       WTD.        CUT-OFF      MATURITY DATE
                          MORTGAGE      PRINCIPAL     GROUP 1   MORTGAGE    MATURITY/ARD     AVG.          DATE           OR ARD
MORTGAGE LOAN SELLER        LOANS      BALANCE ($)    BALANCE    RATE (%)      (MOS.)      DSCR (x)   LTV RATIO (%)   LTV RATIO (%)
--------------------      --------   --------------   -------   ---------   ------------   --------   -------------   -------------

MLML                          96      2,306,120,425     61.8%     5.7863         103         1.36          70.0            66.8
CRF                          123      1,207,425,342     32.3%     5.9495         105         1.35          71.6            65.7
PNC                           11         94,322,801      2.5%     6.0679          93         1.26          70.8            64.9
IXIS                           1        125,000,000      3.3%     5.8250         119         1.32          78.6            78.6
                             ---     --------------    -----      ------         ---         ----          ----            ----
TOTAL/WEIGHTED AVERAGE:      231     $3,732,868,568    100.0%     5.8475         104         1.35x         70.8            66.8
                             ===     ==============    =====      ======         ===         ====          ====            ====


PROPERTY TYPES



                                                                                                                        WTD. AVG.
                                          AGGREGATE       % OF                  WTD. AVG.                                MATURITY
                            NUMBER         CUT-OFF      INITIAL                 REMAINING                 WTD. AVG.        DATE
                              OF            DATE          LOAN    WTD. AVG.      TERM TO       WTD.        CUT-OFF        OR ARD
                           MORTGAGED      PRINCIPAL     GROUP 1   MORTGAGE    MATURITY/ARD     AVG.          DATE       LTV RATIO
PROPERTY TYPE             PROPERTIES     BALANCE ($)    BALANCE    RATE (%)      (MOS.)      DSCR (x)   LTV RATIO (%)      (%)
-------------             ----------   --------------   -------   ---------   ------------   --------   -------------   ---------

Retail                       148        2,182,107,348     58.5%     5.7325         109         1.37          69.6          66.2
   Anchored                   70        1,734,438,177     46.5%     5.6550         107         1.39          70.6          67.9
   Unanchored                 63          307,332,197      8.2%     6.0011         114         1.29          64.5          59.0
   Shadow Anchored             6           30,511,445      0.8%     6.3072         118         1.31          68.4          60.7
   Single Tenant               9          109,825,528      2.9%     6.0444         119         1.32          68.9          61.4
Office                        42          748,166,898     20.0%     5.9549          77         1.27          75.2          72.9
Hospitality                   37          395,791,650     10.6%     6.1378         116         1.44          69.5          60.8
Mixed Use                     16          147,579,505      4.0%     5.9862         119         1.29          66.8          61.4
Industrial                     9           86,584,256      2.3%     5.9449         108         1.35          70.9          66.6
Multifamily                   11           77,851,294      2.1%     5.8901         118         1.33          78.9          71.7
Self Storage                  17           72,914,436      2.0%     6.0859         118         1.33          69.3          61.5
Manufactured Housing           2           14,500,000      0.4%     6.0945          81         1.35          75.0          71.8
Other                          2            7,373,181      0.2%     6.1957         119         1.33          55.9          48.0
                             ---       --------------    -----      ------         ---         ----          ----          ----
TOTAL/WEIGHTED AVERAGE:      284       $3,732,868,568    100.0%     5.8475         104         1.35x         70.8          66.8
                             ===       ==============    =====      ======         ===         ====          ====          ====





                            Annex A-2 (Loan Group 1)

PROPERTY STATE/LOCATION



                                                                                                                        WTD. AVG.
                                          AGGREGATE       % OF                  WTD. AVG.                                MATURITY
                            NUMBER         CUT-OFF      INITIAL                 REMAINING                 WTD. AVG.        DATE
                              OF            DATE          LOAN    WTD. AVG.      TERM TO       WTD.        CUT-OFF        OR ARD
                           MORTGAGED      PRINCIPAL     GROUP 1   MORTGAGE    MATURITY/ARD     AVG.          DATE       LTV RATIO
PROPERTY STATE/LOCATION   PROPERTIES     BALANCE ($)    BALANCE    RATE (%)      (MOS.)      DSCR (x)   LTV RATIO (%)      (%)
-----------------------   ----------   --------------   -------   ---------   ------------   --------   -------------   ---------

California                    75        1,050,938,063     28.2%     5.6842         117         1.41          66.4          63.9
   Southern                   53          750,576,843     20.1%     5.7141         118         1.39          66.8          63.8
   Northern                   22          300,361,220      8.0%     5.6092         113         1.44          65.4          64.1
Texas                         26          418,286,928     11.2%     5.8656          73         1.23          71.9          67.3
Illinois                       9          434,292,848     11.6%     5.9201          67         1.46          73.1          72.9
New York                      13          158,268,669      4.2%     5.9664         118         1.27          75.3          65.8
Virginia                       5          180,190,000      4.8%     5.8756         119         1.32          76.3          74.2
Washington                     9          179,497,077      4.8%     5.7944         119         1.40          69.4          64.2
Florida                       17          132,507,086      3.5%     5.9749         117         1.29          73.2          66.1
Arkansas                       1          140,000,000      3.8%     5.5700          60         1.38          78.9          78.9
Nevada                         9          130,239,527      3.5%     5.7464         119         1.36          68.9          66.4
District of Columbia          18          124,110,000      3.3%     5.9258         117         1.32          54.6          53.3
Minnesota                      4           86,590,225      2.3%     5.8323         107         1.24          77.8          73.3
Indiana                       11           69,871,017      1.9%     6.1979         119         1.32          74.7          66.5
Arizona                        4           61,443,944      1.6%     6.2098         114         1.32          67.6          63.4
Alabama                        8           59,583,565      1.6%     5.9113         108         1.26          76.4          69.1
Tennessee                      2           58,544,106      1.6%     5.9703         117         1.26          78.3          66.5
Colorado                       2           55,385,441      1.5%     6.1141         117         1.27          74.6          68.3
Maryland                       4           53,711,023      1.4%     5.9026         119         1.27          72.6          67.7
Michigan                      17           52,740,805      1.4%     6.0394         118         1.46          76.5          67.4
North Carolina                 3           36,224,755      1.0%     5.9614         119         1.36          71.2          60.5
Georgia                       12           35,519,566      1.0%     6.1672         119         1.29          68.6          58.5
Connecticut                    4           32,913,997      0.9%     6.1157         120         1.40          73.7          63.0
Kansas                         4           21,197,243      0.6%     6.1949         120         1.39          70.9          59.4
Missouri                       1           16,000,000      0.4%     6.2220         117         1.33          78.8          74.0
New Hampshire                  2           15,645,545      0.4%     5.9629         119         1.32          76.1          74.6
Pennsylvania                   2           15,500,000      0.4%     5.9370         119         1.21          79.9          66.3
Hawaii                         1           15,000,000      0.4%     5.8000         119         1.30          75.4          66.5
Massachusetts                  2           13,794,475      0.4%     6.1314         114         1.22          61.2          53.3
Rhode Island                   1           12,530,004      0.3%     6.1200         116         1.44          74.6          63.7
New Jersey                     2           11,890,917      0.3%     6.0934         119         1.23          70.8          60.3
Wyoming                        1           11,325,000      0.3%     5.6350         119         1.26          75.0          67.3
Oregon                         2           10,545,000      0.3%     5.9310         117         1.50          71.0          68.4
Idaho                          1            8,392,347      0.2%     6.4600          59         1.35          74.3          70.0
Delaware                       2            8,025,000      0.2%     5.8440         120         1.24          72.6          67.8
New Mexico                     2            4,958,194      0.1%     5.9715         119         1.27          77.5          66.7
Oklahoma                       2            4,251,631      0.1%     6.0140         119         1.31          78.5          54.1
Wisconsin                      2            3,197,052      0.1%     6.4025         119         1.20          70.6          60.6
Louisiana                      1            3,000,000      0.1%     6.0800         118         1.18          77.9          70.5
Nebraska                       1            3,000,000      0.1%     5.7600         120         1.42          56.6          36.8
Ohio                           1            1,890,000      0.1%     6.1100         119         1.21          75.6          67.2
Kentucky                       1            1,867,516      0.1%     6.5300         115         1.22          70.5          60.9
                             ---       --------------    -----      ------         ---         ----          ----          ----
TOTAL/WEIGHTED AVERAGE:      284       $3,732,868,568    100.0%     5.8475         104         1.35x         70.8          66.8
                             ===       ==============    =====      ======         ===         ====          ====          ====





                            Annex A-2 (Loan Group 1)

CUT-OFF DATE PRINCIPAL BALANCES ($)



                                                                                    WTD. AVG.
                                            AGGREGATE                              REMAINING                WTD. AVG.     WTD. AVG.
RANGE OF                      NUMBER OF     CUT-OFF      % OF INITIAL  WTD. AVG.    TERM TO                  CUT-OFF   MATURITY DATE
CUT-OFF DATE                   MORTGAGE  DATE PRINCIPAL  LOAN GROUP 1  MORTGAGE   MATURITY/ARD  WTD. AVG.    DATE LTV      OR ARD
PRINCIPAL BALANCES ($)          LOANS      BALANCE ($)      BALANCE     RATE (%)     (MOS.)     DSCR (x)    RATIO (%)  LTV RATIO (%)
----------------------------  ---------  --------------  ------------  ---------  ------------  ---------   ---------  -------------

       759,360 - 2,999,999       37          72,521,956       1.9%       6.1139        117         1.39        65.7         56.6
     3,000,000 - 3,999,999       24          84,533,350       2.3%       6.1523        119         1.31        66.9         57.9
     4,000,000 - 4,999,999       13          57,698,165       1.5%       6.1254        108         1.33        70.3         62.1
     5,000,000 - 5,999,999       14          78,294,981       2.1%       6.1761        118         1.28        68.5         61.0
     6,000,000 - 6,999,999       12          77,710,336       2.1%       5.9475        115         1.41        63.5         57.0
     7,000,000 - 7,999,999        8          60,117,912       1.6%       6.1716        125         1.27        64.1         57.9
     8,000,000 - 9,999,999       19         168,806,714       4.5%       5.9816        105         1.31        73.4         65.5
    10,000,000 - 14,999,999      30         384,350,687      10.3%       5.9707        114         1.37        70.0         63.3
    15,000,000 - 19,999,999      26         460,055,000      12.3%       5.8084        114         1.33        72.6         67.9
    20,000,000 - 49,999,999      37       1,126,916,683      30.2%       5.7649        111         1.36        70.7         67.4
    50,000,000 - 99,999,999       6         377,250,000      10.1%       5.7441        104         1.59        69.7         67.5
   100,000,000 - 225,000,000      5         784,612,784      21.0%       5.8041         76         1.26        72.6         71.4
                                 ---     --------------     -----        ------        ---         ----        ----         ----
TOTAL/WEIGHTED AVERAGE:          231     $3,732,868,568     100.0%       5.8475        104         1.35x       70.8         66.8
                                 ===     ==============     =====        ======        ===         ====        ====         ====


Minimum:   $759,360
Maximum:   $225,000,000
Average:   $16,159,604

MORTGAGE RATES (%)



                                                                                    WTD. AVG.
                                            AGGREGATE                              REMAINING                WTD. AVG.     WTD. AVG.
                              NUMBER OF     CUT-OFF      % OF INITIAL  WTD. AVG.    TERM TO                  CUT-OFF   MATURITY DATE
RANGE OF                       MORTGAGE  DATE PRINCIPAL  LOAN GROUP 1  MORTGAGE   MATURITY/ARD  WTD. AVG.    DATE LTV      OR ARD
MORTGAGE RATES (%)              LOANS      BALANCE ($)      BALANCE     RATE (%)     (MOS.)     DSCR (x)    RATIO (%)  LTV RATIO (%)
----------------------------  ---------  --------------  ------------  ---------  ------------  ---------   ---------  -------------

   5.2430 - 5.4999                28        700,517,247      18.8%       5.4295        118         1.46        67.1         66.5
   5.5000 - 5.7499                17        601,176,897      16.1%       5.6157         86         1.44        70.5         66.9
   5.7500 - 5.9999                62      1,153,421,654      30.9%       5.8664        106         1.31        72.2         67.7
   6.0000 - 6.0999                41        558,000,539      14.9%       6.0470         92         1.28        72.4         68.3
   6.1000 - 6.1999                28        245,677,575       6.6%       6.1322        106         1.31        70.8         64.5
   6.2000 - 6.2999                20        269,203,220       7.2%       6.2458        112         1.30        73.1         65.9
   6.3000 - 6.3999                17        101,177,659       2.7%       6.3329        118         1.31        71.7         62.3
   6.4000 - 6.4999                 8         57,293,540       1.5%       6.4319        109         1.31        69.5         63.0
   6.5000 - 6.5999                 4         13,894,868       0.4%       6.5535        166         1.33        49.6         60.8
   6.6000 - 6.8600                 6         32,505,368       0.9%       6.7536        109         1.28        70.3         61.3
                                 ---     --------------     -----        ------        ---         ----        ----         ----
TOTAL/WEIGHTED AVERAGE:          231     $3,732,868,568     100.0%       5.8475        104         1.35x       70.8         66.8
                                 ===     ==============     =====        ======        ===         ====        ====         ====


Minimum:            5.2430
Maximum:            6.8600
Weighted Average:   5.8475




                            Annex A-2 (Loan Group 1)

DEBT SERVICE COVERAGE RATIOS (x)



                                                                                    WTD. AVG.
                                            AGGREGATE                              REMAINING                WTD. AVG.     WTD. AVG.
RANGE OF                      NUMBER OF     CUT-OFF      % OF INITIAL  WTD. AVG.    TERM TO                  CUT-OFF   MATURITY DATE
DEBT SERVICE COVERAGE          MORTGAGE  DATE PRINCIPAL  LOAN GROUP 1  MORTGAGE   MATURITY/ARD  WTD. AVG.    DATE LTV      OR ARD
RATIOS (x)                      LOANS      BALANCE ($)      BALANCE     RATE (%)     (MOS.)     DSCR (x)    RATIO (%)  LTV RATIO (%)
----------------------------  ---------  --------------  ------------  ---------  ------------  ---------   ---------  -------------

   1.10 - 1.19                    11        286,016,810        7.7%      5.7265         76        1.16         71.1         64.9
   1.20 - 1.24                    68        978,657,139       26.2%      6.0099        100        1.22         74.8         69.7
   1.25 - 1.29                    35        342,586,099        9.2%      6.0106        118        1.27         73.3         66.5
   1.30 - 1.34                    28        665,429,621       17.8%      5.8792         98        1.33         71.4         69.2
   1.35 - 1.44                    51        915,611,805       24.5%      5.7841        107        1.39         70.9         67.2
   1.45 - 1.49                    13        248,677,231        6.7%      5.5345        119        1.47         64.4         63.2
   1.50 - 1.59                     8        107,626,234        2.9%      5.5594        119        1.53         65.6         64.6
   1.60 - 1.79                     7         79,075,527        2.1%      5.7817        119        1.71         66.1         61.2
   1.80 - 3.01                    10        109,188,101        2.9%      5.5799        119        2.48         44.9         43.9
                                 ---     --------------      -----       ------        ---        ----         ----         ----
TOTAL/WEIGHTED AVERAGE:          231     $3,732,868,568      100.0%      5.8475        104        1.35x        70.8         66.8
                                 ===     ==============      =====       ======        ===        ====         ====         ====


Minimum:            1.10x
Maximum:            3.01x
Weighted Average:   1.35x

CUT-OFF DATE LOAN-TO-VALUE RATIOS (%)



                                                                                    WTD. AVG.
                                            AGGREGATE                              REMAINING                WTD. AVG.     WTD. AVG.
                              NUMBER OF     CUT-OFF      % OF INITIAL  WTD. AVG.    TERM TO                  CUT-OFF   MATURITY DATE
RANGE OF CUT-OFF DATE          MORTGAGE  DATE PRINCIPAL  LOAN GROUP 1  MORTGAGE   MATURITY/ARD  WTD. AVG.    DATE LTV      OR ARD
LOAN-TO-VALUE RATIOS (%)        LOANS      BALANCE ($)      BALANCE     RATE (%)     (MOS.)     DSCR (x)    RATIO (%)  LTV RATIO (%)
----------------------------  ---------  --------------  ------------  ---------  ------------  ---------   ---------  -------------

   32.20 - 50.00                  18        130,265,438        3.5%      5.8306        124         2.26        42.9         40.0
   50.01 - 60.00                  19        253,130,212        6.8%      5.8518        117         1.38        54.3         51.6
   60.01 - 65.00                  22        325,813,408        8.7%      5.5867        119         1.44        62.9         61.5
   65.01 - 70.00                  47        829,516,824       22.2%      5.7872        104         1.31        68.5         63.2
   70.01 - 75.00                  46        664,090,570       17.8%      6.0060        111         1.33        72.8         67.1
   75.01 - 77.50                  32        481,510,775       12.9%      5.8992         88         1.30        76.5         73.0
   77.51 - 80.00                  46      1,041,641,341       27.9%      5.8510         97         1.27        78.6         75.0
   80.01 - 80.20                   1          6,900,000        0.2%      6.1700        118         1.28        80.2         72.7
                                 ---     --------------      -----       ------        ---        ----         ----         ----
TOTAL/WEIGHTED AVERAGE:          231     $3,732,868,568      100.0%      5.8475        104         1.35x       70.8         66.8
                                 ===     ==============      =====       ======        ===        ====         ====         ====


Minimum:            32.20
Maximum:            80.20
Weighted Average:   70.81




                            Annex A-2 (Loan Group 1)

MATURITY DATE OR ANTICIPATED REPAYMENT DATE LOAN-TO-VALUE RATIOS (%)



                                                                                  WTD. AVG.                         WTD. AVG.
                                                                                 REMAINING               WTD. AVG.  MATURITY
                         NUMBER OF  AGGREGATE CUT-OFF  % OF INITIAL  WTD. AVG.    TERM TO                 CUT-OFF     DATE OR
RANGE OF MATURITY DATE    MORTGAGE   DATE PRINCIPAL    LOAN GROUP 1   MORTGAGE  MATURITY/ARD  WTD. AVG.   DATE LTV    ARD LTV
OR ARD LTV RATIOS (%)      LOANS       BALANCE ($)        BALANCE     RATE (%)     (MOS.)      DSCR (x)  RATIO (%)  RATIO (%)
-----------------------  ---------  -----------------  ------------  ---------  ------------  ---------  ---------  ---------

Fully Amortizing              2           11,178,118         0.3%      6.5600        178        1.36        44.5        0.0
   27.50 - 50.00             25          159,485,143         4.3%      5.8158        119        2.08        46.0       41.5
   50.01 - 55.00             16          219,819,262         5.9%      5.9702        117        1.34        57.2       51.5
   55.01 - 60.00             30          278,978,659         7.5%      5.9729        117        1.39        64.9       57.9
   60.01 - 62.50             23          248,208,844         6.6%      5.7502        118        1.36        66.9       61.2
   62.51 - 65.00             36          714,861,326        19.2%      5.8267        102        1.32        69.9       64.2
   65.01 - 67.50             25          432,364,455        11.6%      5.8565        118        1.30        72.4       66.7
   67.51 - 70.00             21          230,544,390         6.2%      5.8488        116        1.37        73.1       68.9
   70.01 - 78.90             53        1,437,428,371        38.5%      5.8266         90        1.30        77.3       75.6
                            ---       --------------       -----       ------        ---        ----        ----       ----
TOTAL/WEIGHTED AVERAGE:     231       $3,732,868,568       100.0%      5.8475        104        1.35x       70.8       66.8
                            ===       ==============       =====       ======        ===        ====        ====       ====


Minimum:            27.5
Maximum:            78.9
Weighted Average:   66.8

REMAINING TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE



                                                                                   WTD. AVG.                         WTD. AVG.
                                                                                  REMAINING               WTD. AVG.   MATURITY
                          NUMBER OF  AGGREGATE CUT-OFF  % OF INITIAL  WTD. AVG.    TERM TO                 CUT-OFF    DATE OR
  RANGE OF REMAINING       MORTGAGE   DATE PRINCIPAL    LOAN GROUP 1   MORTGAGE  MATURITY/ARD  WTD. AVG.   DATE LTV   ARD LTV
TERMS TO MATURITY (MOS.)    LOANS       BALANCE ($)        BALANCE     RATE (%)     (MOS.)      DSCR (x)  RATIO (%)  RATIO (%)
------------------------  ---------  -----------------  ------------  ---------  ------------  ---------  ---------  ---------

    54 - 84                   21          909,930,264        24.4%      5.8447         59        1.27        75.3       73.9
    85 - 114                   6          105,236,784         2.8%      5.7818        110        1.23        74.7       66.8
   115 - 121                 201        2,700,523,403        72.3%      5.8479        119        1.39        69.2       64.4
   122 - 178                   3           17,178,118         0.5%      6.3295        164        1.39        56.4       65.2
                             ---       --------------       -----       ------        ---        ----        ----       ----
TOTAL/WEIGHTED AVERAGE:      231       $3,732,868,568       100.0%      5.8475        104        1.35x       70.8       66.8
                             ===       ==============       =====       ======        ===        ====        ====       ====


Minimum:            54 mos.
Maximum:            178 mos.
Weighted Average:   104 mos.

REMAINING STATED AMORTIZATION TERMS



                                                                                    WTD. AVG.                         WTD. AVG.
                                                                                   REMAINING               WTD. AVG.  MATURITY
                           NUMBER OF  AGGREGATE CUT-OFF  % OF INITIAL  WTD. AVG.    TERM TO                 CUT-OFF    DATE OR
RANGE OF REMAINING STATED   MORTGAGE   DATE PRINCIPAL    LOAN GROUP 1   MORTGAGE  MATURITY/ARD  WTD. AVG.   DATE LTV    ARD LTV
AMORTIZATION TERMS (MOS.)    LOANS       BALANCE ($)        BALANCE     RATE (%)     (MOS.)      DSCR (x)  RATIO (%)  RATIO (%)
-------------------------  ---------  -----------------  ------------  ---------  ------------  ---------  ---------  ---------

   Interest Only                47       1,661,725,000        44.5%      5.6779         96        1.43        70.1       70.1
      178 - 240                  6          24,878,594         0.7%      6.1928        134        1.35        57.3       47.0
      241 - 300                  9          82,784,979         2.2%      5.9857        118        1.33        70.1       54.4
      301 - 360                163       1,847,915,414        49.5%      5.9868        109        1.29        71.3       64.3
      361 - 420                  6         115,564,581         3.1%      5.8847        119        1.26        76.3       70.3
                               ---      --------------       -----       ------        ---        ----        ----       ----
TOTAL/WEIGHTED AVERAGE:        231      $3,732,868,568       100.0%      5.8475        104        1.35x       70.8       66.8
                               ===      ==============       =====       ======        ===        ====        ====       ====


Minimum:            178 mos.
Maximum:            420 mos.
Weighted Average:   358 mos.




                            Annex A-2 (Loan Group 1)

AMORTIZATION TYPES



                                                                                  WTD. AVG.                         WTD. AVG.
                                                                                 REMAINING               WTD. AVG.  MATURITY
                         NUMBER OF  AGGREGATE CUT-OFF  % OF INITIAL  WTD. AVG.    TERM TO                 CUT-OFF    DATE OR
                          MORTGAGE   DATE PRINCIPAL    LOAN GROUP 1   MORTGAGE  MATURITY/ARD  WTD. AVG.   DATE LTV   ARD LTV
  AMORTIZATION TYPES       LOANS       BALANCE ($)        BALANCE     RATE (%)     (MOS.)      DSCR (x)  RATIO (%)  RATIO (%)
-----------------------  ---------  -----------------  ------------  ---------  ------------  ---------  ---------  ---------

IO-Balloon                   94        1,254,547,624        33.6%      6.0051        114        1.29        72.5       66.6
Balloon                      88          805,417,827        21.6%      5.9418        102        1.29        69.9       60.4
Interest Only                47        1,661,725,000        44.5%      5.6779         96        1.43        70.1       70.1
Fully Amortizing              2           11,178,118         0.3%      6.5600        178        1.36        44.5        0.0
                            ---       --------------       -----       ------        ---        ----        ----       ----
TOTAL/WEIGHTED AVERAGE:     231       $3,732,868,568       100.0%      5.8475        104        1.35x       70.8       66.8
                            ===       ==============       =====       ======        ===        ====        ====       ====


ESCROW TYPES



                      NUMBER OF  AGGREGATE CUT-OFF  % OF INITIAL
                       MORTGAGE   DATE PRINCIPAL    LOAN GROUP 1
    ESCROW TYPES        LOANS       BALANCE ($)        BALANCE
--------------------  ---------  -----------------  ------------

Real Estate Tax          173       2,188,280,552        58.6%
Replacement Reserves     157       2,034,787,325        54.5%
Insurance                144       1,816,062,524        48.7%
TI/LC Reserves            92       1,464,143,300        45.8%


LOCKBOX TYPES



                                 NUMBER OF  AGGREGATE CUT-OFF  % OF INITIAL
                                  MORTGAGE   DATE PRINCIPAL    LOAN GROUP 1
          LOCKBOX TYPES            LOANS       BALANCE ($)        BALANCE
-------------------------------  ---------  -----------------  ------------

Hard                                57        1,734,305,605        46.5%
None at Closing, Springing Hard     30          689,568,283        18.5%
Soft at Closing, Springing Hard      6          210,750,000         5.6%
Soft                                 1           32,000,000         0.9%





                            Annex A-2 (Loan Group 2)

LOAN SELLERS



                                                                                WTD. AVG.
                                        AGGREGATE                              REMAINING                                 WTD. AVG.
                         NUMBER OF       CUT-OFF     % OF INITIAL  WTD. AVG.    TERM TO                  WTD. AVG.    MATURITY DATE
                         MORTGAGE    DATE PRINCIPAL  LOAN GROUP 2  MORTGAGE   MATURITY/ARD  WTD. AVG.   CUT-OFF DATE     OR ARD
MORTGAGE LOAN SELLER       LOANS       BALANCE ($)     BALANCE     RATE (%)      (MOS.)     DSCR (x)   LTV RATIO (%)  LTV RATIO (%)
-----------------------  ----------  --------------  ------------  ---------  ------------  ---------  -------------  -------------

IXIS                          1        387,500,000       49.1%      6.0700        116         1.37          59.6          59.6
CRF                          28        186,928,008       23.7%      5.8557        114         1.23          71.2          65.6
PNC                          11        127,781,668       16.2%      6.0865        117         1.21          72.5          65.6
MLML                          8         87,630,911       11.1%      6.1310        112         1.23          73.9          68.1
                            ---       ------------      -----       ------        ---         ----          ----          ----
TOTAL/WEIGHTED AVERAGE:      48       $789,840,587      100.0%      6.0287        115         1.29x         66.0          62.9
                            ===       ============      =====       ======        ===         ====          ====          ====


PROPERTY TYPES



                                                                                WTD. AVG.
                                        AGGREGATE                              REMAINING                                 WTD. AVG.
                         NUMBER OF       CUT-OFF     % OF INITIAL  WTD. AVG.    TERM TO                  WTD. AVG.    MATURITY DATE
                         MORTGAGED   DATE PRINCIPAL  LOAN GROUP 2  MORTGAGE   MATURITY/ARD  WTD. AVG.   CUT-OFF DATE     OR ARD
PROPERTY TYPE            PROPERTIES    BALANCE ($)     BALANCE     RATE (%)      (MOS.)     DSCR (X)   LTV RATIO (%)  LTV RATIO (%)
-----------------------  ----------  --------------  ------------  ---------  ------------  ---------  -------------  -------------

Multifamily                  50        768,643,070       97.3%      6.0259        115         1.30          66.0          63.0
Manufactured Housing          4         21,197,516        2.7%      6.1311        117         1.22          68.3          59.9
                            ---       ------------      -----       ------        ---         ----          ----          ----
TOTAL/WEIGHTED AVERAGE:      54       $789,840,587      100.0%      6.0287        115         1.29x         66.0          62.9
                            ===       ============      =====       ======        ===         ====          ====          ====


PROPERTY STATE/LOCATION



                                                                                WTD. AVG.
                                        AGGREGATE                              REMAINING                                 WTD. AVG.
                         NUMBER OF       CUT-OFF     % OF INITIAL  WTD. AVG.    TERM TO                  WTD. AVG.    MATURITY DATE
                         MORTGAGED   DATE PRINCIPAL  LOAN GROUP 2  MORTGAGE   MATURITY/ARD  WTD. AVG.   CUT-OFF DATE     OR ARD
PROPERTY STATE/LOCATION  PROPERTIES    BALANCE ($)     BALANCE     RATE (%)      (MOS.)     DSCR (X)   LTV RATIO (%)  LTV RATIO (%)
-----------------------  ----------  --------------  ------------  ---------  ------------  ---------  -------------  -------------

California                    5        424,688,160       53.8%      5.9985        115         1.35          59.5          59.2
Texas                        14        125,925,130       15.9%      6.0913        114         1.22          71.0          64.6
New York                      2         42,870,000        5.4%      5.7420        119         1.27          79.0          78.7
Nevada                        3         31,827,922        4.0%      6.2247        117         1.17          74.6          67.5
Missouri                      2         30,732,016        3.9%      6.1371        119         1.16          75.9          67.2
Alabama                       3         21,114,000        2.7%      5.9592        119         1.28          77.8          76.1
Wisconsin                     1         13,700,000        1.7%      6.1690        119         1.24          72.1          65.4
Alaska                        6         12,679,522        1.6%      6.5500        118         1.22          81.9          70.7
Michigan                      1         11,120,000        1.4%      6.0300        118         1.23          65.0          56.9
Virginia                      3          9,654,015        1.2%      5.9222        119         1.22          74.5          64.1
Indiana                       1          9,000,000        1.1%      6.0200         58         1.31          67.7          67.7
Minnesota                     1          8,646,028        1.1%      5.9800        117         1.18          74.5          66.9
Nebraska                      2          7,992,005        1.0%      5.9800        119         1.23          70.1          59.5
Arkansas                      3          7,621,480        1.0%      6.3489         72         1.24          77.4          73.1
Oklahoma                      1          7,300,000        0.9%      5.8900        120         1.21          79.3          67.1
Arizona                       1          5,925,000        0.8%      6.2900        116         1.21          69.3          63.0
Iowa                          1          5,494,514        0.7%      5.9900        119         1.20          77.4          65.7
Ohio                          1          5,190,669        0.7%      6.0840        118         1.23          65.0          56.9
North Carolina                1          4,000,000        0.5%      5.7000        120         1.35          61.5          51.7
New Jersey                    1          2,450,000        0.3%      5.9790        118         1.21          62.8          58.8
Tennessee                     1          1,910,126        0.2%      6.5000        213         1.19          83.0          54.9
                            ---       ------------      -----       ------        ---         ----          ----          ----
TOTAL/WEIGHTED AVERAGE:      54       $789,840,587      100.0%      6.0287        115         1.29X         66.0          62.9
                            ===       ============      =====       ======        ===         ====          ====          ====





                            Annex A-2 (Loan Group 2)

CUT-OFF DATE PRINCIPAL BALANCES ($)



                                                                                WTD. AVG.
                                        AGGREGATE                               REMAINING                               WTD. AVG.
                          NUMBER OF      CUT-OFF     % OF INITIAL  WTD. AVG.     TERM TO                  WTD. AVG.   MATURITY DATE
RANGE OF CUT-OFF DATE      MORTGAGE  DATE PRINCIPAL  LOAN GROUP 2   MORTGAGE  MATURITY/ARD  WTD. AVG.   CUT-OFF DATE     OR ARD
PRINCIPAL BALANCES ($)      LOANS      BALANCE ($)      BALANCE     RATE (%)      (MOS.)     DSCR (x)  LTV RATIO (%)  LTV RATIO (%)
------------------------  ---------  --------------  ------------  ---------  ------------  ---------  -------------  -------------

   914,000 - 3,499,999        13        28,597,402        3.6%       6.3270        111         1.25         70.2           61.7
 3,500,000 - 4,499,999         4        15,335,402        1.9%       5.8680        119         1.25         72.3           61.8
 4,500,000 - 5,499,999         5        26,198,065        3.3%       6.0361        119         1.26         69.9           59.6
 5,500,000 - 6,999,999         4        23,564,537        3.0%       6.1031        103         1.23         73.2           67.2
 7,000,000 - 9,999,999         8        65,605,660        8.3%       5.9692        104         1.23         69.1           62.3
10,000,000 - 12,999,999        2        23,799,522        3.0%       6.3070        118         1.22         74.0           64.3
13,000,000 - 19,999,999        7       107,650,000       13.6%       5.8224        117         1.22         69.1           64.8
20,000,000 - 387,500,000       5       499,090,000       63.2%       6.0517        117         1.33         63.6           62.6
                             ---      ------------      -----        ------        ---         ----         ----           ----
TOTAL/WEIGHTED AVERAGE:       48      $789,840,587      100.0%       6.0287        115         1.29x        66.0           62.9
                             ===      ============      =====        ======        ===         ====         ====           ====


Minimum: $914,000
Maximum: $387,500,000
Average: $16,455,012

MORTGAGE RATES (%)



                                                                                WTD. AVG.
                                        AGGREGATE                               REMAINING                                WTD. AVG.
                          NUMBER OF      CUT-OFF     % OF INITIAL  WTD. AVG.     TERM TO                 WTD. AVG.    MATURITY DATE
RANGE OF                   MORTGAGE  DATE PRINCIPAL  LOAN GROUP 2   MORTGAGE  MATURITY/ARD  WTD. AVG.  CUT-OFF DATE       OR ARD
MORTGAGE RATES (%)          LOANS      BALANCE ($)      BALANCE     RATE (%)      (MOS.)     DSCR (x)  LTV RATIO (%)   LTV RATIO (%)
------------------------------------------------------------------------------------------------------------------------------------

4.6500 - 5.7999                6        80,415,611       10.2%       5.4585        113         1.23         70.9           68.3
5.8000 - 5.8999                4        36,935,000        4.7%       5.8772        119         1.22         71.2           64.8
5.9000 - 6.0999               17       496,637,462       62.9%       6.0566        115         1.34         61.9           60.5
6.1000 - 6.1999                4        73,240,000        9.3%       6.1323        119         1.21         72.7           66.4
6.2000 - 6.8000               17       102,612,513       13.0%       6.3210        112         1.21         75.4           67.1
                             ---      ------------      -----        ------        ---         ----         ----           ----
TOTAL/WEIGHTED AVERAGE:       48      $789,840,587      100.0%       6.0287        115         1.29x        66.0           62.9
                             ===      ============      =====        ======        ===         ====         ====           ====


Minimum:          4.6500
Maximum:          6.8000
Weighted Average: 6.0287




                            Annex A-2 (Loan Group 2)

DEBT SERVICE COVERAGE RATIOS (x)



                                                                               WTD. AVG.                              WTD. AVG.
                                       AGGREGATE                               REMAINING                              MATURITY
RANGE OF                 NUMBER OF      CUT-OFF     % OF INITIAL  WTD. AVG.     TERM TO                WTD. AVG.       DATE
DEBT SERVICE COVERAGE     MORTGAGE  DATE PRINCIPAL  LOAN GROUP 2   MORTGAGE  MATURITY/ARD  WTD. AVG   CUT-OFF DATE      OR ARD
RATIOS (x)                 LOANS      BALANCE ($)      BALANCE    RATE (%)      (MOS.)     DSCR (X)  LTV RATIO (%)  LTV RATIO (%)
-----------------------  ---------  --------------  ------------  ---------  ------------  --------  -------------  -------------

      1.12 - 1.19             8       121,442,217       15.4%       5.9110       119         1.15         74.8           67.9
      1.20 - 1.24            24       155,745,605       19.7%       6.0804       114         1.22         71.9           64.0
      1.25 - 1.29             9        87,315,025       11.1%       5.8616       112         1.27         73.4           71.7
      1.30 - 1.39             6       420,044,874       53.2%       6.0730       115         1.37         59.9           59.5
      1.40 - 1.43             1         5,292,867        0.7%       6.4500       119         1.43         58.8           46.3
                            ---      ------------      -----        ------       ---         ----         ----           ----
TOTAL/WEIGHTED AVERAGE:      48      $789,840,587      100.0%       6.0287       115         1.29x        66.0           62.9
                            ===      ============      =====        ======       ===         ====         ====           ====



Minimum:           1.12x
Maximum:           1.43x
Weighted Average:  1.29x

CUT-OFF DATE LOAN-TO-VALUE RATIOS (%)



                                                                               WTD. AVG.                              WTD. AVG.
                                       AGGREGATE                               REMAINING                              MATURITY
RANGE OF CUT-OFF DATE    NUMBER OF      CUT-OFF     % OF INITIAL  WTD. AVG.     TERM TO                 WTD. AVG.       DATE
LOAN-TO-VALUE             MORTGAGE  DATE PRINCIPAL  LOAN GROUP 2   MORTGAGE  MATURITY/ARD  WTD. AVG   CUT-OFF DATE     OR ARD
RATIOS (%)                 LOANS      BALANCE ($)      BALANCE    RATE (%)      (MOS.)     DSCR (X)  LTV RATIO (%)  LTV RATIO (%)
-----------------------  ---------  --------------  ------------  ---------  ------------  --------  -------------  -------------

      49.90 - 70.00          17       516,505,096       65.4%       6.0132       115         1.34         60.2           59.0
      70.01 - 72.50           3        25,292,005        3.2%       6.0454       119         1.23         71.4           63.2
      72.51 - 75.00           7        37,779,564        4.8%       5.9561       109         1.22         74.0           67.7
      75.01 - 77.50          10       103,452,363       13.1%       6.1289       117         1.17         76.4           68.4
      77.51 - 83.00          11       106,811,558       13.5%       6.0287       118         1.24         79.8           75.1
                            ---      ------------      -----        ------       ---         ----         ----           ----
TOTAL/WEIGHTED AVERAGE:      48      $789,840,587      100.0%       6.0287       115         1.29X        66.0           62.9
                            ===      ============      =====        ======       ===         ====         ====           ====


Minimum:           49.9
Maximum:           83.0
Weighted Average:  66.0

MATURITY DATE OR ANTICIPATED REPAYMENT DATE LOAN-TO-VALUE RATIOS (%)



                                                                               WTD. AVG.                              WTD. AVG.
                                       AGGREGATE                               REMAINING                              MATURITY
                         NUMBER OF      CUT-OFF     % OF INITIAL  WTD. AVG.     TERM TO                 WTD. AVG.       DATE
RANGE OF MATURITY DATE    MORTGAGE  DATE PRINCIPAL  LOAN GROUP 2   MORTGAGE  MATURITY/ARD  WTD. AVG   CUT-OFF DATE     OR ARD
OR ARD LTV RATIOS (%)      LOANS      BALANCE ($)      BALANCE    RATE (%)      (MOS.)     DSCR (X)  LTV RATIO (%)  LTV RATIO (%)
-----------------------  ---------  --------------  ------------  ---------  ------------  --------  -------------  -------------

      41.70 - 60.00          16       496,982,227       62.9%       6.0152       116         1.34         60.1           58.7
      60.01 - 65.00           5        37,362,031        4.7%       6.0144       118         1.21         69.9           62.1
      65.01 - 67.50          10        54,605,160        6.9%       6.0111       118         1.22         74.9           66.0
      67.51 - 70.00           8        76,316,910        9.7%       6.0572       112         1.19         75.1           68.8
      70.01 - 80.00           9       124,574,258       15.8%       6.0771       112         1.22         78.9           75.1
                            ---      ------------      -----        ------       ---         ----         ----           ----
TOTAL/WEIGHTED AVERAGE:      48      $789,840,587      100.0%       6.0287       115         1.29X        66.0           62.9
                            ===      ============      =====        ======       ===         ====         ====           ====


Minimum:           41.7
Maximum:           80.0
Weighted Average:  62.9




                            Annex A-2 (Loan Group 2)

REMAINING TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE



                                                                               WTD. AVG.                              WTD. AVG.
                                       AGGREGATE                               REMAINING                              MATURITY
                         NUMBER OF      CUT-OFF     % OF INITIAL  WTD. AVG.     TERM TO                 WTD. AVG.       DATE
RANGE OF REMAINING        MORTGAGE  DATE PRINCIPAL  LOAN GROUP 2   MORTGAGE  MATURITY/ARD  WTD. AVG   CUT-OFF DATE     OR ARD
TERMS TO MATURITY (MOS.)   LOANS      BALANCE ($)      BALANCE    RATE (%)      (MOS.)     DSCR (x)  LTV RATIO (%)  LTV RATIO (%)
-----------------------  ---------  --------------  ------------  ---------  ------------  --------  -------------  -------------

       55 - 109               5        27,635,347        3.5%       6.0835        57         1.27         66.7           64.8
      110 - 213              43       762,205,239       96.5%       6.0267       117         1.30         66.0           62.9
                            ---      ------------      -----        ------       ---         ----         ----           ----
TOTAL/WEIGHTED AVERAGE:      48      $789,840,587      100.0%       6.0287       115         1.29X        66.0           62.9
                            ===      ============      =====        ======       ===         ====         ====           ====


Minimum:           55 mos.
Maximum:           213 mos.
Weighted Average:  115 mos.

REMAINING STATED AMORTIZATION TERMS



                                                                               WTD. AVG.                              WTD. AVG.
                                       AGGREGATE                               REMAINING                              MATURITY
RANGE OF REMAINING       NUMBER OF      CUT-OFF     % OF INITIAL  WTD. AVG.     TERM TO                 WTD. AVG.       DATE
STATED AMORTIZATION       MORTGAGE  DATE PRINCIPAL  LOAN GROUP 2  MORTGAGE   MATURITY/ARD  WTD. AVG   CUT-OFF DATE     OR ARD
TERMS (MOS.)                LOANS      BALANCE ($)      BALANCE    RATE (%)      (MOS.)     DSCR (X)  LTV RATIO (%)  LTV RATIO (%)
-----------------------  ---------  --------------  ------------  ---------  ------------  --------  -------------  -------------

   Interest Only              4       451,700,000      57.2%        6.0336       115         1.36         62.2           62.2
      299 - 360              40       287,268,948      36.4%        6.0171       116         1.22         70.9           63.5
      361 - 420               4        50,871,639       6.4%        6.0516       109         1.18         72.3           66.2
                            ---      ------------     -----         ------       ---         ----         ----           ----
TOTAL/WEIGHTED AVERAGE:      48      $789,840,587     100.0%        6.0287       115         1.29x        66.0           62.9
                            ===      ============     =====         ======       ===         ====         ====           ====


Minimum:           299 mos.
Maximum:           420 mos.
Weighted Average:  366 mos.

AMORTIZATION TYPES



                                                                               WTD. AVG.                              WTD. AVG.
                                       AGGREGATE                               REMAINING                              MATURITY
                         NUMBER OF      CUT-OFF     % OF INITIAL  WTD. AVG.     TERM TO                 WTD. AVG.       DATE
                          MORTGAGE  DATE PRINCIPAL  LOAN GROUP 2   MORTGAGE  MATURITY/ARD  WTD. AVG   CUT-OFF DATE     OR ARD
AMORTIZATION TYPES         LOANS      BALANCE ($)      BALANCE    RATE (%)      (MOS.)     DSCR (x)  LTV RATIO (%)  LTV RATIO (%)
-----------------------  ---------  --------------  ------------  ---------  ------------  --------  -------------  -------------

Interest Only                 4       451,700,000       57.2%       6.0336       115         1.36         62.2           62.2
IO-Balloon                   23       231,934,200       29.4%       5.9732       116         1.20         71.0           65.1
Balloon                      21       106,206,387       13.4%       6.1294       113         1.24         71.5           61.3
                            ---      ------------      -----        ------       ---         ----         ----           ----
TOTAL/WEIGHTED AVERAGE:      48      $789,840,587      100.0%       6.0287       115         1.29x        66.0           62.9
                            ===      ============      =====        ======       ===         ====         ====           ====


ESCROW TYPES

                                               AGGREGATE
                                 NUMBER OF      CUT-OFF     % OF INITIAL
                                  MORTGAGE  DATE PRINCIPAL  LOAN GROUP 2
ESCROW TYPES                       LOANS      BALANCE ($)      BALANCE
-----------------------          ---------  --------------  ------------
Real Estate Tax                     48        789,840,587      100.0%
Insurance                           47        781,194,559       98.9%
Replacement Reserves                44        393,453,740       49.8%

LOCKBOX TYPES

                                               AGGREGATE
                                 NUMBER OF      CUT-OFF     % OF INITIAL
                                  MORTGAGE  DATE PRINCIPAL  LOAN GROUP 2
LOCKBOX TYPES                      LOANS      BALANCE ($)      BALANCE
-----------------------          ---------  --------------  ------------
None at Closing, Springing Hard      1        387,500,000       49.1%
Soft                                 2         26,679,522        3.4%

Annex A-3
Sonic Automotive II

Period			Date			Balance						Principal
0			6/1/2006					$14,900,000.00						$0.00
1			7/1/2006					$14,887,398.29						$12,601.71
2			8/1/2006					$14,877,553.75						$9,844.53
3			9/1/2006					$14,867,651.23						$9,902.53
4			10/1/2006					$14,854,865.10						$12,786.13
5			11/1/2006					$14,844,828.91						$10,036.18
6			12/1/2006					$14,831,912.68						$12,916.23
7			1/1/2007					$14,821,741.29						$10,171.39
8			2/1/2007					$14,811,509.98						$10,231.31
9			3/1/2007					$14,792,774.60						$18,735.38
10			4/1/2007					$14,782,372.65						$10,401.95
11			5/1/2007					$14,769,100.36						$13,272.29
12			6/1/2007					$14,758,558.95						$10,541.41
13			7/1/2007					$14,745,150.91						$13,408.05
14			8/1/2007					$14,734,468.41						$10,682.49
15			9/1/2007					$14,723,722.99						$10,745.42
16			10/1/2007					$14,710,116.35						$13,606.64
17			11/1/2007					$14,699,227.47						$10,888.88
18			12/1/2007					$14,685,481.19						$13,746.28
19			1/1/2008					$14,674,447.19						$11,034.00
20			2/1/2008					$14,663,348.19						$11,099.00
21			3/1/2008					$14,646,610.92						$16,737.27
22			4/1/2008					$14,635,347.94						$11,262.98
23			5/1/2008					$14,621,237.49						$14,110.45
24			6/1/2008					$14,609,825.04						$11,412.45
25			7/1/2008					$14,595,569.09						$14,255.95
26			8/1/2008					$14,584,005.43						$11,563.66
27			9/1/2008					$14,572,373.65						$11,631.78
28			10/1/2008					$14,557,904.19						$14,469.46
29			11/1/2008					$14,546,118.65						$11,785.54
30			12/1/2008					$14,531,499.52						$14,619.13
31			1/1/2009					$14,519,558.44						$11,941.08
32			2/1/2009					$14,507,547.01						$12,011.43
33			3/1/2009					$14,487,194.31						$20,352.70
34			4/1/2009					$14,474,992.23						$12,202.08
35			5/1/2009					$14,459,967.62						$15,024.61
36			6/1/2009					$14,447,605.15						$12,362.47
37			7/1/2009					$14,432,424.41						$15,180.74
38			8/1/2009					$14,419,899.69						$12,524.72
39			9/1/2009					$14,407,301.18						$12,598.50
40			10/1/2009					$14,391,890.68						$15,410.51
41			11/1/2009					$14,379,127.18						$12,763.50
42			12/1/2009					$14,363,556.05						$15,571.12
43			1/1/2010					$14,350,625.64						$12,930.42
44			2/1/2010					$14,337,619.05						$13,006.59
45			3/1/2010					$14,316,362.20						$21,256.85
46			4/1/2010					$14,303,153.78						$13,208.43

Period			Date			Balance						Principal
47			5/1/2010					$14,287,149.54						$16,004.23
48			6/1/2010					$14,273,769.02						$13,380.52
49			7/1/2010					$14,257,597.27						$16,171.75
50			8/1/2010					$14,244,042.67						$13,554.60
51			9/1/2010					$14,230,408.22						$13,634.45
52			10/1/2010					$14,213,989.27						$16,418.94
53			11/1/2010					$14,200,177.78						$13,811.49
54			12/1/2010					$14,183,586.49						$16,591.28
55			1/1/2011					$14,169,595.90						$13,990.59
56			2/1/2011					$14,155,522.89						$14,073.01
57			3/1/2011					$14,133,297.16						$22,225.74
58			4/1/2011					$14,119,010.32						$14,286.84
59			5/1/2011					$14,101,956.31						$17,054.01
60			6/1/2011					$14,087,485.85						$14,471.46
61			7/1/2011					$14,063,991.62						$23,493.23
62			8/1/2011					$14,043,037.01						$20,954.61
63			9/1/2011					$14,021,958.96						$21,078.05
64			10/1/2011					$13,998,092.18						$23,866.78
65			11/1/2011					$13,976,749.37						$21,342.81
66			12/1/2011					$13,952,624.86						$24,124.51
67			1/1/2012					$13,931,014.20						$21,610.65
68			2/1/2012					$13,909,276.24						$21,737.96
69			3/1/2012					$13,882,123.93						$27,152.31
70			4/1/2012					$13,860,097.96						$22,025.97
71			5/1/2012					$13,835,308.44						$24,789.52
72			6/1/2012					$13,813,006.69						$22,301.75
73			7/1/2012					$13,787,948.71						$25,057.98
74			8/1/2012					$13,765,367.97						$22,580.74
75			9/1/2012					$13,742,654.21						$22,713.76
76			10/1/2012					$13,717,195.17						$25,459.05
77			11/1/2012					$13,694,197.63						$22,997.54
78			12/1/2012					$13,668,462.34						$25,735.29
79			1/1/2013					$13,645,177.72						$23,284.62
80			2/1/2013					$13,621,755.94						$23,421.78
81			3/1/2013					$13,590,430.64						$31,325.29
82			4/1/2013					$13,566,686.35						$23,744.29
83			5/1/2013					$13,540,224.14						$26,462.21
84			6/1/2013					$13,516,184.09						$24,040.05
85			7/1/2013					$13,489,433.97						$26,750.12
86			8/1/2013					$13,465,094.72						$24,339.25
87			9/1/2013					$13,440,612.10						$24,482.63
88			10/1/2013					$13,413,431.16						$27,180.94
89			11/1/2013					$13,388,644.19						$24,786.97
90			12/1/2013					$13,361,166.98						$27,477.20
91			1/1/2014					$13,336,072.13						$25,094.85
92			2/1/2014					$13,310,829.45						$25,242.68
93			3/1/2014					$13,277,849.79						$32,979.66
94			4/1/2014					$13,252,264.13						$25,585.66
95			5/1/2014					$13,224,009.45						$28,254.68

Period			Date			Balance						Principal
96			6/1/2014					$13,198,106.62						$25,902.83
97			7/1/2014					$13,169,543.20						$28,563.42
98			8/1/2014					$13,143,319.51						$26,223.68
99			9/1/2014					$13,116,941.35						$26,378.16
100			10/1/2014					$13,087,915.22						$29,026.13
101			11/1/2014					$13,061,210.68						$26,704.54
102			12/1/2014					$13,031,866.84						$29,343.84
103			1/1/2015					$13,004,832.12						$27,034.71
104			2/1/2015					$12,977,638.15						$27,193.97
105			3/1/2015					$12,942,885.65						$34,752.50
106			4/1/2015					$12,915,326.77						$27,558.89
107			5/1/2015					$12,885,151.26						$30,175.50
108			6/1/2015					$12,857,252.27						$27,898.99
109			7/1/2015					$12,826,745.69						$30,506.58
110			8/1/2015					$12,798,502.64						$28,243.05
111			9/1/2015					$12,770,093.21						$28,409.43
112			10/1/2015					$12,739,089.75						$31,003.46
113			11/1/2015					$12,710,330.33						$28,759.42
114			12/1/2015					$12,678,986.17						$31,344.16
115			1/1/2016					$12,649,872.69						$29,113.48
116			2/1/2016					$12,620,587.70						$29,284.99
117			3/1/2016					$12,586,333.68						$34,254.03
118			4/1/2016					$12,556,674.39						$29,659.29
119			5/1/2016					$12,524,454.27						$32,220.12
120			6/1/2016					$0.00						$12,524,454.27

Annex A-4
Sonoma Ridge Apartments Amortization Schedule

Period			Date			Ending Balance						Principal						Interest
0			10/8/2006				$	19,500,000.00					$	0.00					$	0.00
1			11/8/2006				$	19,500,000.00					$	0.00					$	78,081.25
2			12/8/2006				$	19,500,000.00					$	0.00					$	75,562.50
3			1/8/2007				$	19,500,000.00					$	0.00					$	78,081.25
4			2/8/2007				$	19,500,000.00					$	0.00					$	78,081.25
5			3/8/2007				$	19,500,000.00					$	0.00					$	75,525.00
6			4/8/2007				$	19,500,000.00					$	0.00					$	78,081.25
7			5/8/2007				$	19,500,000.00					$	0.00					$	75,562.50
8			6/8/2007				$	19,500,000.00					$	0.00					$	78,081.25
9			7/8/2007				$	19,500,000.00					$	0.00					$	75,562.50
10			8/8/2007				$	19,500,000.00					$	0.00					$	78,081.25
11			9/8/2007				$	19,500,000.00					$	0.00					$	78,081.25
12			10/8/2007				$	19,500,000.00					$	0.00					$	75,562.50
13			11/8/2007				$	19,500,000.00					$	0.00					$	80,600.00
14			12/8/2007				$	19,500,000.00					$	0.00					$	78,000.00
15			1/8/2008				$	19,500,000.00					$	0.00					$	80,600.00
16			2/8/2008				$	19,500,000.00					$	0.00					$	80,600.00
17			3/8/2008				$	19,500,000.00					$	0.00					$	75,400.00
18			4/8/2008				$	19,500,000.00					$	0.00					$	80,600.00
19			5/8/2008				$	19,500,000.00					$	0.00					$	78,000.00
20			6/8/2008				$	19,500,000.00					$	0.00					$	80,600.00
21			7/8/2008				$	19,500,000.00					$	0.00					$	78,000.00
22			8/8/2008				$	19,500,000.00					$	0.00					$	80,600.00
23			9/8/2008				$	19,500,000.00					$	0.00					$	80,600.00
24			10/8/2008				$	19,500,000.00					$	0.00					$	78,000.00
25			11/8/2008				$	19,500,000.00					$	0.00					$	88,827.92
26			12/8/2008				$	19,500,000.00					$	0.00					$	85,962.50
27			1/8/2009				$	19,500,000.00					$	0.00					$	88,827.92
28			2/8/2009				$	19,500,000.00					$	0.00					$	88,827.92
29			3/8/2009				$	19,500,000.00					$	0.00					$	80,231.67
30			4/8/2009				$	19,500,000.00					$	0.00					$	88,827.92
31			5/8/2009				$	19,500,000.00					$	0.00					$	85,962.50
32			6/8/2009				$	19,500,000.00					$	0.00					$	88,827.92
33			7/8/2009				$	19,500,000.00					$	0.00					$	85,962.50
34			8/8/2009				$	19,500,000.00					$	0.00					$	88,827.92
35			9/8/2009				$	19,500,000.00					$	0.00					$	88,827.92
36			10/8/2009				$	19,500,000.00					$	0.00					$	85,962.50
37			11/8/2009				$	19,500,000.00					$	0.00					$	98,902.92
38			12/8/2009				$	19,500,000.00					$	0.00					$	95,712.50
39			1/8/2010				$	19,500,000.00					$	0.00					$	98,902.92
40			2/8/2010				$	19,500,000.00					$	0.00					$	98,902.92
41			3/8/2010				$	19,500,000.00					$	0.00						89,331.67
42			4/8/2010				$	19,500,000.00					$	0.00					$	98,902.92
43			5/8/2010				$	19,500,000.00					$	0.00					$	95,712.50
44			6/8/2010				$	19,500,000.00					$	0.00					$	98,902.92
45			7/8/2010				$	19,500,000.00					$	0.00					$	95,712.50
46			8/8/2010				$	19,500,000.00					$	0.00					$	98,902.92

Period			Date			Ending Balance						Principal						Interest
47			9/8/2010				$	19,500,000.00					$	0.00					$	98,902.92
48			10/8/2010				$	19,500,000.00					$	0.00					$	95,712.50
49			11/8/2010				$	19,500,000.00					$	0.00					$	98,902.92
50			12/8/2010				$	19,500,000.00					$	0.00					$	95,712.50
51			1/8/2011				$	19,500,000.00					$	0.00					$	98,902.92
52			2/8/2011				$	19,500,000.00					$	0.00					$	98,902.92
53			3/8/2011				$	19,500,000.00					$	0.00					$	89,331.67
54			4/8/2011				$	19,500,000.00					$	0.00					$	98,902.92
55			5/8/2011				$	19,500,000.00					$	0.00					$	95,712.50
56			6/8/2011				$	19,500,000.00					$	0.00					$	98,902.92
57			7/8/2011				$	19,500,000.00					$	0.00					$	95,712.50
58			8/8/2011				$	19,500,000.00					$	0.00					$	98,902.92
59			9/8/2011				$	19,500,000.00					$	0.00					$	98,902.92
60			10/8/2011				$	19,500,000.00					$	0.00					$	95,712.50
61			11/8/2011				$	19,483,366.05					$	16,633.95					$	98,902.92
62			12/8/2011				$	19,463,460.03					$	19,906.01					$	95,630.86
63			1/8/2012				$	19,446,640.75					$	16,819.28					$	98,717.59
64			2/8/2012				$	19,429,736.16					$	16,904.59					$	98,632.28
65			3/8/2012				$	19,406,387.99					$	23,348.17					$	92,188.70
66			4/8/2012				$	19,389,279.24					$	17,108.75					$	98,428.12
67			5/8/2012				$	19,368,911.42					$	20,367.82					$	95,169.05
68			6/8/2012				$	19,351,612.59					$	17,298.83					$	98,238.04
69			7/8/2012				$	19,331,059.89					$	20,552.70					$	94,984.17
70			8/8/2012				$	19,313,569.08					$	17,490.81					$	98,046.06
71			9/8/2012				$	19,295,989.56					$	17,579.52					$	97,957.35
72			10/8/2012				$	19,275,163.84					$	20,825.72					$	94,711.15
73			11/8/2012				$	19,257,389.53					$	17,774.31					$	97,762.56
74			12/8/2012				$	19,236,374.34					$	21,015.18					$	94,521.69
75			1/8/2013				$	19,218,403.30					$	17,971.05					$	97,565.82
76			2/8/2013				$	19,200,341.10					$	18,062.20					$	97,474.67
77			3/8/2013				$	19,172,763.13					$	27,577.97					$	87,958.90
78			4/8/2013				$	19,154,469.45					$	18,293.68					$	97,243.19
79			5/8/2013				$	19,132,949.10					$	21,520.35					$	94,016.52
80			6/8/2013				$	19,114,453.48					$	18,495.62					$	97,041.25
81			7/8/2013				$	19,092,736.72					$	21,716.76					$	93,820.11
82			8/8/2013				$	19,074,037.15					$	18,699.57					$	96,837.30
83			9/8/2013				$	19,055,242.74					$	18,794.41					$	96,742.46
84			10/8/2013				$	19,033,235.35					$	22,007.39					$	93,529.48
85			11/8/2013				$	19,014,233.99					$	19,001.36					$	96,535.51
86			12/8/2013				$	18,992,025.32					$	22,208.67					$	93,328.20
87			1/8/2014				$	18,972,814.95					$	19,210.37					$	96,326.50
88			2/8/2014				$	18,953,507.14					$	19,307.81					$	96,229.06
89			3/8/2014				$	18,924,798.39					$	28,708.75					$	86,828.12
90			4/8/2014				$	18,905,247.05					$	19,551.34					$	95,985.53
91			5/8/2014				$	18,882,503.43					$	22,743.62					$	92,793.25
92			6/8/2014				$	18,862,737.57					$	19,765.86					$	95,771.01
93			7/8/2014				$	18,839,785.31					$	22,952.27					$	92,584.60
94			8/8/2014				$	18,819,802.78					$	19,982.53					$	95,554.34
95			9/8/2014				$	18,799,718.90					$	20,083.88					$	95,452.99

Period			Date			Ending Balance						Principal						Interest
96			10/8/2014				$	18,776,457.32					$	23,261.58					$	92,275.29
97			11/8/2014				$	18,756,153.60					$	20,303.72					$	95,233.15
98			12/8/2014				$	18,732,678.18					$	23,475.42					$	92,061.45
99			1/8/2015				$	18,712,152.42					$	20,525.77					$	95,011.10
100			2/8/2015				$	18,691,522.54					$	20,629.87					$	94,907.00
101			3/8/2015				$	18,661,613.62					$	29,908.93					$	85,627.94
102			4/8/2015				$	18,640,727.41					$	20,886.20					$	94,650.67
103			5/8/2015				$	18,616,685.45					$	24,041.97					$	91,494.90
104			6/8/2015				$	18,595,571.37					$	21,114.08					$	94,422.79
105			7/8/2015				$	18,571,307.76					$	24,263.61					$	91,273.26
106			8/8/2015				$	18,549,963.54					$	21,344.23					$	94,192.64
107			9/8/2015				$	18,528,511.05					$	21,452.49					$	94,084.38
108			10/8/2015				$	18,503,918.29					$	24,592.76					$	90,944.11
109			11/8/2015				$	18,482,232.26					$	21,686.02					$	93,850.85
110			12/8/2015				$	18,457,412.35					$	24,819.91					$	90,716.96
111			1/8/2016				$	18,435,490.45					$	21,921.90					$	93,614.97
112			2/8/2016				$	18,413,457.36					$	22,033.09					$	93,503.78
113			3/8/2016				$	18,385,287.23					$	28,170.13					$	87,366.74
114			4/8/2016				$	18,362,999.52					$	22,287.71					$	93,249.16
115			5/8/2016				$	18,337,594.37					$	25,405.15					$	90,131.72
116			6/8/2016				$	18,315,064.76					$	22,529.61					$	93,007.26
117			7/8/2016				$	18,289,424.34					$	25,640.43					$	89,896.44
118			8/8/2016				$	18,266,650.41					$	22,773.93					$	92,762.94
119			9/8/2016				$	18,243,760.98					$	22,889.43					$	92,647.44
120			10/8/2016				$	0.00					$	18,243,760.98					$	89,546.46

Annex A-5
Elm Ridge Center Amortization Schedule

Period			Date			Ending Balance						Principal						Interest
0			5/1/2006				$	32,900,000.00					$	0.00					$	38,127.44
1			6/8/2006				$	32,872,443.27					$	27,556.73					$	168,850.11
2			7/8/2006				$	32,839,302.90					$	33,140.37					$	163,266.47
3			8/8/2006				$	32,811,434.66					$	27,868.24					$	168,538.60
4			9/8/2006				$	32,783,423.39					$	28,011.27					$	168,395.57
5			10/8/2006				$	32,749,840.89					$	33,582.50					$	162,824.34
6			11/8/2006				$	32,721,513.51					$	28,327.38					$	168,079.46
7			12/8/2006				$	32,687,623.52					$	33,889.99					$	162,516.85
8			1/8/2007				$	32,658,976.83					$	28,646.69					$	167,760.15
9			2/8/2007				$	32,630,183.12					$	28,793.71					$	167,613.13
10			3/8/2007				$	32,585,035.31					$	45,147.81					$	151,259.03
11			4/8/2007				$	32,555,862.11					$	29,173.20					$	167,233.64
12			5/8/2007				$	32,521,149.39					$	34,712.72					$	161,694.12
13			6/8/2007				$	32,491,648.32					$	29,501.07					$	166,905.77
14			7/8/2007				$	32,456,616.67					$	35,031.65					$	161,375.19
15			8/8/2007				$	32,426,784.40					$	29,832.27					$	166,574.57
16			9/8/2007				$	32,396,799.02					$	29,985.38					$	166,421.46
17			10/8/2007				$	32,361,296.28					$	35,502.74					$	160,904.10
18			11/8/2007				$	32,330,974.80					$	30,321.48					$	166,085.36
19			12/8/2007				$	32,295,145.13					$	35,829.67					$	160,577.17
20			1/8/2008				$	32,264,484.15					$	30,660.98					$	165,745.86
21			2/8/2008				$	32,233,665.81					$	30,818.34					$	165,588.50
22			3/8/2008				$	32,192,016.38					$	41,649.43					$	154,757.41
23			4/8/2008				$	32,160,826.12					$	31,190.26					$	165,216.58
24			5/8/2008				$	32,124,151.38					$	36,674.74					$	159,732.10
25			6/8/2008				$	32,092,612.82					$	31,538.56					$	164,868.28
26			7/8/2008				$	32,055,599.29					$	37,013.53					$	159,393.31
27			8/8/2008				$	32,023,708.91					$	31,890.38					$	164,516.46
28			9/8/2008				$	31,991,654.86					$	32,054.05					$	164,352.79
29			10/8/2008				$	31,954,139.91					$	37,514.95					$	158,891.89
30			11/8/2008				$	31,921,728.82					$	32,411.09					$	163,995.75
31			12/8/2008				$	31,883,866.57					$	37,862.25					$	158,544.59
32			1/8/2009				$	31,851,094.82					$	32,771.75					$	163,635.09
33			2/8/2009				$	31,818,154.88					$	32,939.94					$	163,466.90
34			3/8/2009				$	31,769,242.86					$	48,912.02					$	147,494.82
35			4/8/2009				$	31,735,882.83					$	33,360.03					$	163,046.81
36			5/8/2009				$	31,697,097.54					$	38,785.29					$	157,621.55
37			6/8/2009				$	31,697,097.54					$	0.00					$	162,676.55
38			7/8/2009				$	31,697,097.54					$	0.00					$	157,428.92
39			8/8/2009				$	31,697,097.54					$	0.00					$	162,676.55
40			9/8/2009				$	31,697,097.54					$	0.00					$	162,676.55
41			10/8/2009				$	31,697,097.54					$	0.00					$	157,428.92
42			11/8/2009				$	31,697,097.54					$	0.00					$	162,676.55
43			12/8/2009				$	31,697,097.54					$	0.00					$	157,428.92
44			1/8/2010				$	31,697,097.54					$	0.00					$	162,676.55
45			2/8/2010				$	31,697,097.54					$	0.00					$	162,676.55
46			3/8/2010				$	31,697,097.54					$	0.00					$	146,933.66

Period			Date			Ending Balance						Principal						Interest
47			4/8/2010				$	31,697,097.54					$	0.00					$	162,676.55
48			5/8/2010				$	31,697,097.54					$	0.00					$	157,428.92
49			6/8/2010				$	31,697,097.54					$	0.00					$	162,676.55
50			7/8/2010				$	31,697,097.54					$	0.00					$	157,428.92
51			8/8/2010				$	31,697,097.54					$	0.00					$	162,676.55
52			9/8/2010				$	31,697,097.54					$	0.00					$	162,676.55
53			10/8/2010				$	31,697,097.54					$	0.00					$	157,428.92
54			11/8/2010				$	31,697,097.54					$	0.00					$	162,676.55
55			12/8/2010				$	31,697,097.54					$	0.00					$	157,428.92
56			1/8/2011				$	31,697,097.54					$	0.00					$	162,676.55
57			2/8/2011				$	31,697,097.54					$	0.00					$	162,676.55
58			3/8/2011				$	31,697,097.54					$	0.00					$	146,933.66
59			4/8/2011				$	31,697,097.54					$	0.00					$	162,676.55
60			5/8/2011				$	31,697,097.54					$	0.00					$	157,428.92
61			6/8/2011				$	31,697,097.54					$	0.00					$	162,676.55
62			7/8/2011				$	31,697,097.54					$	0.00					$	157,428.92
63			8/8/2011				$	31,697,097.54					$	0.00					$	162,676.55
64			9/8/2011				$	31,697,097.54					$	0.00					$	162,676.55
65			10/8/2011				$	31,697,097.54					$	0.00					$	157,428.92
66			11/8/2011				$	31,697,097.54					$	0.00					$	162,676.55
67			12/8/2011				$	31,697,097.54					$	0.00					$	157,428.92
68			1/8/2012				$	31,697,097.54					$	0.00					$	162,676.55
69			2/8/2012				$	31,697,097.54					$	0.00					$	162,676.55
70			3/8/2012				$	31,697,097.54					$	0.00					$	152,181.29
71			4/8/2012				$	31,697,097.54					$	0.00					$	162,676.55
72			5/8/2012				$	31,697,097.54					$	0.00					$	157,428.92
73			6/8/2012				$	31,663,367.25					$	33,730.29					$	162,676.55
74			7/8/2012				$	31,624,221.80					$	39,145.45					$	157,261.39
75			8/8/2012				$	31,590,117.49					$	34,104.31					$	162,302.53
76			9/8/2012				$	31,555,838.15					$	34,279.34					$	162,127.50
77			10/8/2012				$	31,516,158.64					$	39,679.51					$	156,727.33
78			11/8/2012				$	31,481,499.73					$	34,658.91					$	161,747.93
79			12/8/2012				$	31,441,451.01					$	40,048.72					$	156,358.12
80			1/8/2013				$	31,406,408.68					$	35,042.33					$	161,364.51
81			2/8/2013				$	31,371,186.51					$	35,222.17					$	161,184.67
82			3/8/2013				$	31,320,202.55					$	50,983.96					$	145,422.88
83			4/8/2013				$	31,284,537.95					$	35,664.60					$	160,742.24
84			5/8/2013				$	31,243,510.98					$	41,026.97					$	155,379.87
85			6/8/2013				$	31,207,452.78					$	36,058.20					$	160,348.64
86			7/8/2013				$	31,166,042.96					$	41,409.82					$	154,997.02
87			8/8/2013				$	31,129,587.18					$	36,455.78					$	159,951.06
88			9/8/2013				$	31,092,944.30					$	36,642.88					$	159,763.96
89			10/8/2013				$	31,050,965.75					$	41,978.55					$	154,428.29
90			11/8/2013				$	31,013,919.37					$	37,046.38					$	159,360.46
91			12/8/2013				$	30,971,548.33					$	42,371.04					$	154,035.80
92			1/8/2014				$	30,934,094.36					$	37,453.97					$	158,952.87
93			2/8/2014				$	30,896,448.17					$	37,646.19					$	158,760.65
94			3/8/2014				$	30,843,263.53					$	53,184.64					$	143,222.20
95			4/8/2014				$	30,805,151.17					$	38,112.36					$	158,294.48

Period			Date			Ending Balance						Principal						Interest
96			5/8/2014				$	30,761,743.25					$	43,407.92					$	152,998.92
97			6/8/2014				$	30,723,212.51					$	38,530.74					$	157,876.10
98			7/8/2014				$	30,679,397.63					$	43,814.88					$	152,591.96
99			8/8/2014				$	30,640,444.28					$	38,953.35					$	157,453.49
100			9/8/2014				$	30,601,291.01					$	39,153.27					$	157,253.57
101			10/8/2014				$	30,556,870.58					$	44,420.43					$	151,986.41
102			11/8/2014				$	30,517,288.39					$	39,582.19					$	156,824.65
103			12/8/2014				$	30,472,450.75					$	44,837.64					$	151,569.20
104			1/8/2015				$	30,432,435.30					$	40,015.45					$	156,391.39
105			2/8/2015				$	30,392,214.48					$	40,220.82					$	156,186.02
106			3/8/2015				$	30,336,692.44					$	55,522.04					$	140,884.80
107			4/8/2015				$	30,295,980.25					$	40,712.19					$	155,694.65
108			5/8/2015				$	30,250,043.45					$	45,936.80					$	150,470.04
109			6/8/2015				$	30,208,886.56					$	41,156.89					$	155,249.95
110			7/8/2015				$	30,162,517.19					$	46,369.37					$	150,037.47
111			8/8/2015				$	30,120,911.09					$	41,606.10					$	154,800.74
112			9/8/2015				$	30,079,091.46					$	41,819.63					$	154,587.21
113			10/8/2015				$	30,032,077.44					$	47,014.02					$	149,392.82
114			11/8/2015				$	29,989,801.90					$	42,275.54					$	154,131.30
115			12/8/2015				$	29,942,344.41					$	47,457.49					$	148,949.35
116			1/8/2016				$	29,899,608.34					$	42,736.07					$	153,670.77
117			2/8/2016				$	29,856,652.93					$	42,955.41					$	153,451.43
118			3/8/2016				$	29,803,591.20					$	53,061.73					$	143,345.11
119			4/8/2016				$	29,760,143.01					$	43,448.19					$	152,958.65
120			5/8/2016				$	0.00					$	29,760,143.01					$	147,808.71

ANNEX B
CERTAIN CHARACTERISTICS REGARDING MULTIFAMILY PROPERTIES



LOAN #  ORIGINATOR(1)                     PROPERTY NAME                                 STREET ADDRESS
------  -------------  ---------------------------------------------------  --------------------------------------

  1     IXIS           Park La Brea Apartments                              6200 West Third Street
  24    CRF            Mansions at Technology Park                          2 River Chase
  36    MLML           Club at Desert Pines                                 3700 East Bonanza Road
  47    PNC            The Manor Homes of Arbor Walk                        1318 SW Manor Lake Drive
  48    PNC            Colonial Village at Haverhill Apt Homes              12222 Vance Jackson Road
  59    CRF            Sonoma Ridge Apartments                              2900 Saint Paul Drive
  73    PNC            Merrywood Apartment Homes                            22400 Westheimer Parkway
        CRF            Choice - Northtowne MHP and Choice - Marysville MHP  Various
  77    CRF            Choice - Northtowne MHP                              6255 Telegraph Road
  78    CRF            Choice - Marysville MHP                              506 North Main Street
  88    PNC            Wynhaven - Hollister Apartments                      7740 West Little York
  91    PNC            Franciscan at Bear Creek Apartments                  1600 Village Drive
  96    MLML           Regents Walk                                         726 Raleigh Court
  99    CRF            Victorian Quarters at Team Ranch                     8889 Cook Ranch Road
 102    MLML           Presidio Square                                      5401 West Presidio Lane
 106    CRF            Lythgoe MFH Portfolio                                Various
106.01  CRF            80th Avenue                                          2001-2171 West 80th Avenue
106.02  CRF            Strawberry                                           2100-2110 Strawberry Road
106.03  CRF            Woburn                                               7321-7327 Woburn Circle
106.04  CRF            64th Avenue                                          2625-2651 East 64th Avenue
106.05  CRF            Lunar                                                3855 Lunar Drive
106.06  CRF            Bearfoot                                             7100 Bearfoot Drive
 128    CRF            Victoria Park Apartments                             8600 South Course
 131    MLML           The Pointe at St. Joseph's                           307 East LaSalle Avenue
 137    MLML           LaSalle Apartments                                   36 South 9th Street
 142    MLML           3515 Arlene Drive                                    3515 Arlene Drive
 144    PNC            Heritage Park Apartments - Azusa                     850 South Vincent Avenue
 146    PNC            Georgetown Apartments & The Willows Apartments       7110 Van Dorn Street, 1800 Know Street
146.01  PNC            The Willows Apartments                               1800 Know Street
146.02  PNC            Georgetown Apartments                                7110 Van Dorn Street
 152    PNC            Twin Creek Village Apartments                        1300 Creekside Drive
 156    CRF            Foothill Courtyard Apartments                        1360 Foothill Drive
 168    CRF            Willow Ridge Apartments                              500 Old Farm Lane
 169    PNC            Creekwood Apartments - Houston                       11911 Northwest Freeway
 170    CRF            Canyon Walk Apartments                               1502 West Glendale Avenue
 177    PNC            River Oaks Apartments - Arlington                    711 Brentford Place
 183    CRF            Town Square                                          930 School Street
 185    MLML           Doux Chene                                           2101 Harvey Mitchell Parkway South
 187    CRF            Warehouse Apartments                                 405 Cross Street
 189    CRF            Courtyard at Exchange Alley                          1323 East Main Street
 201    CRF            Ticon-Taylor's Pond Apartments                       401 Archdale Drive
 203    CRF            Wood Ridge Apartments                                1900 Burton Drive
 213    CRF            Casa Claire                                          1125 Hillcrest Street
 216    CRF            Wynwood Apartments                                   1267 A Nelson Street
 223    CRF            Pebble Creek Apts                                    1454 Hussman Avenue
 233    CRF            Timbers Apartments                                   1224 North Albert Pike Avenue
 239    CRF            The Village Apartments                               3600 Kinkead Avenue
 240    CRF            Arrowhead MHP                                        4175 West 4th Street
 241    CRF            Laurel Canyon Apartments                             6901 Laurel Canyon Boulevard
 244    MLML           Beech Kearny Apartments                              91 Beech Street
 250    CRF            Holiday Acres                                        2701 Leary Lane
 255    CRF            Longfellow Apartments                                1215 Longfellow
 256    CRF            Vineyards on Garland Apartments                      2000 North Garland Avenue
 259    PNC            Stone Ridge Apartments                               1020 West 37th Street
 261    CRF            Jefferson Manor Townhomes                            1-37 Jefferson Court
 273    CRF            Collindale Apartments                                5223 Collindale Road
 276    CRF            Fairways Apartments                                  1237 38th Street South


                                                            NUMBER OF        PROPERTY              PROPERTY
LOAN #        CITY        STATE   ZIP CODE      COUNTY     PROPERTIES          TYPE                 SUBTYPE
------  ---------------  -------  --------  -------------  ----------  --------------------  --------------------

  1     Los Angeles        CA       90036   Los Angeles         1      Multifamily           Garden and High-Rise
  24    North Greenbush    NY       12144   Rensselaer          1      Multifamily           Garden
  36    Las Vegas          NV       89110   Clark               1      Multifamily           Garden
  47    Lee's Summit       MO       64082   Jackson             1      Multifamily           Garden
  48    San Antonio        TX       78230   Bexar               1      Multifamily           Garden
  59    Santa Rosa         CA       95405   Sonoma              1      Multifamily           Garden
  73    Katy               TX       77450   Fort Bend           1      Multifamily           Garden
        Various          Various   Various  Various             2      Manufactured Housing  Mobile Home Park
  77    Erie               MI       48133   Monroe              1      Manufactured Housing  Mobile Home Park
  78    Marysville         OH       43040   Union               1      Manufactured Housing  Mobile Home Park
  88    Houston            TX       77040   Harris              1      Multifamily           Garden
  91    Euless             TX       76039   Tarrant             1      Multifamily           Garden
  96    Homewood           AL       35209   Jefferson           1      Multifamily           Garden
  99    Benbrook           TX       76126   Tarrant             1      Multifamily           Garden
 102    Milwaukee          WI       53223   Milwaukee           1      Multifamily           Garden
 106    Anchorage          AK      Various  Anchorage           6      Multifamily           Garden
106.01  Anchorage          AK       99502   Anchorage           1      Multifamily           Garden
106.02  Anchorage          AK       99502   Anchorage           1      Multifamily           Garden
106.03  Anchorage          AK       99502   Anchorage           1      Multifamily           Garden
106.04  Anchorage          AK       99507   Anchorage           1      Multifamily           Garden
106.05  Anchorage          AK       99504   Anchorage           1      Multifamily           Garden
106.06  Anchorage          AK       99502   Anchorage           1      Multifamily           Garden
 128    Houston            TX       77099   Harris              1      Multifamily           Garden
 131    South Bend         IN       46617   St. Joseph          1      Multifamily           Garden
 137    Minneapolis        MN       55402   Hennepin            1      Multifamily           Mid/High Rise
 142    Branson            MO       65616   Taney               1      Multifamily           Garden
 144    Azusa              CA       91702   Los Angeles         1      Multifamily           Garden
 146    Lincoln            NE      Various  Lancaster           2      Multifamily           Garden
146.01  Lincoln            NE       68521   Lancaster           1      Multifamily           Garden
146.02  Lincoln            NE       68506   Lancaster           1      Multifamily           Garden
 152    Norman             OK       73071   Cleveland           1      Multifamily           Garden
 156    Vista              CA       92084   San Diego           1      Multifamily           Garden
 168    Prattville         AL       36066   Elmore              1      Multifamily           Garden
 169    Houston            TX       77092   Harris              1      Multifamily           Garden
 170    Phoenix            AZ       85021   Maricopa            1      Multifamily           Garden
 177    Arlington          TX       76006   Tarrant             1      Multifamily           Garden
 183    Des Moines         IA       50309   Polk                1      Multifamily           Garden
 185    College Station    TX       77840   Brazos              1      Multifamily           Garden
 187    College Station    TX       77840   Brazos              1      Multifamily           Student Housing
 189    Richmond           VA       23219   Richmond City       1      Multifamily           Garden
 201    Durham             NC       27707   Durham              1      Multifamily           Garden
 203    Austin             TX       78741   Travis              1      Multifamily           Garden
 213    Mesquite           TX       75149   Dallas              1      Multifamily           Garden
 216    Richmond           VA       23231   Richmond City       1      Multifamily           Garden
 223    Gardnerville       NV       89410   Polk                1      Multifamily           Garden
 233    Fort Smith         AR       72904   Sebastian           1      Multifamily           Garden
 239    Fort Smith         AR       72903   Sebastian           1      Multifamily           Garden
 240    Reno               NV       89523   Washoe              1      Manufactured Housing  Mobile Home Park
 241    North Hollywood    CA       91605   Los Angeles         1      Multifamily           Garden
 244    Kearny             NJ       7032    Hudson              1      Multifamily           Mid Rise
 250    Victoria           TX       77901   Victoria            1      Manufactured Housing  Mobile Home Park
 255    Beaumont           TX       77706   Jefferson           1      Multifamily           Garden
 256    Fayetteville       AR       72701   Washington          1      Multifamily           Garden
 259    Chattanooga        TN       37410   Hamilton            1      Multifamily           Section 42
 261    Fairport           NY       14450   Monroe              1      Multifamily           Garden
 273    Richmond           VA       23234   Chesterfield        1      Multifamily           Garden
 276    Birmingham         AL       35222   Jefferson           1      Multifamily           Garden


                                                                                            PADS            STUDIOS
                      CUT-OFF DATE   LOAN                                               ------------  -------------------
        CUT-OFF DATE     BALANCE     GROUP                OCCUPANCY                     AVG RENT PER    #    AVG RENT PER
LOAN #   BALANCE ($)  PER UNIT ($)  1 OR 2  OCCUPANCY %      DATE     TOTAL UNITS/PADS    MO. ($)     UNITS     MO. ($)
------  ------------  ------------  ------  -----------  -----------  -----------------------------------------------------

  1      387,500,000   182,869.28      2        96.58     6/28/2006         4,238                       18       1,187
  24      41,000,000   105,128.21      2        92.82     10/3/2006           390
  36      26,000,000    63,569.68      2        97.31     7/24/2006           409
  47      22,390,000    79,964.29      2        86.80     7/12/2006           280
  48      22,200,000    68,944.10      2        95.00     7/26/2006           322
  59      19,500,000   108,333.33      2        99.44      8/6/2006           180
  73      16,800,000    73,684.21      2        94.30    10/13/2006           228
          16,310,669    23,638.65      2        80.00       Various           690           352
  77      11,120,000    23,638.65      2        87.50     6/30/2006           384           383
  78       5,190,669    23,638.65      2        70.59     7/31/2006           306           314
  88      14,950,000    46,284.83      2        92.90     9/27/2006           323
  91      14,500,000    54,924.24      2        96.20      8/7/2006           264
  96      14,200,000    64,840.18      2        96.80     9/18/2006           219
  99      14,000,000    56,451.61      2        89.92    10/11/2006           248
 102      13,700,000    55,241.94      2        90.32     10/2/2006           248
 106      12,679,522    72,042.74      2        95.45      8/8/2006           176
106.01     7,714,557                   2        96.15      8/8/2006           104
106.02     1,713,603                   2        95.83      8/8/2006            24
106.03     1,153,618                   2       100.00      8/8/2006            16
106.04     1,108,567                   2        93.75      8/8/2006            16
106.05       497,572                   2        87.50      8/8/2006             8
106.06       491,604                   2        87.50      8/8/2006             8
 128       9,135,000    23,483.29      2        90.23      7/1/2006           389
 131       9,000,000    44,554.46      2        94.55     7/19/2006           202
 137       8,646,028    71,454.78      2        98.35     7/20/2006           121                      103         818
 142       8,342,016    59,585.83      2        66.43     7/12/2006           140
 144       8,100,000    92,045.45      2        97.73      9/5/2006            88
 146       7,992,005    30,272.75      2        93.60       Various           264
146.01     4,276,424                   2        96.60     9/30/2006           149
146.02     3,715,581                   2        89.60     9/20/2006           115
 152       7,300,000    39,673.91      2        91.85     8/31/2006           184
 156       7,090,611    65,653.80      2        90.74     8/23/2006           108
 168       6,000,000    62,500.00      2       100.00     10/5/2006           96
 169       5,989,537    21,015.92      2        89.80     8/23/2006           285
 170       5,925,000    35,692.77      2        95.78     6/28/2006           166                       54         519
 177       5,650,000    30,053.19      2        94.10     8/16/2006           188                       20         404
 183       5,494,514    38,156.35      2        95.80     8/24/2006           144
 185       5,292,867    15,036.55      2        92.33     7/14/2006           352                       80         383
 187       5,225,000   111,170.21      2       100.00     10/2/2006            47                        5         707
 189       4,995,015    99,900.30      2        96.00    10/12/2006            50
 201       4,000,000    55,555.56      2        81.94     10/5/2006            72
 203       3,996,063    29,821.37      2        97.01     9/21/2006           134                       22         461
 213       3,739,338    23,370.86      2        96.25     6/30/2006           160
 216       3,600,000    30,000.00      2        96.67     9/19/2006           120
 223       3,291,076    65,821.51      2        93.66     10/5/2006            50
 233       2,980,000    20,135.14      2        99.32     5/22/2006           148
 239       2,575,200    17,638.36      2        98.63     5/22/2006           146
 240       2,536,847    41,587.65      2        98.36     5/12/2006            61           415
 241       2,497,549   104,064.55      2        66.67     8/15/2006            24
 244       2,450,000    58,333.33      2        95.24     8/10/2006            42                        7         805
 250       2,350,000    17,028.99      2        91.30     6/30/2006           138           215
 255       2,097,324    15,088.67      2        84.89     8/31/2006           139
 256       2,066,280    43,047.50      2       100.00     8/29/2006            48
 259       1,910,126    27,287.51      2        95.70      6/6/2006            70
 261       1,870,000    62,333.33      2        93.33     6/30/2006            30
 273       1,059,000    52,950.00      2       100.00     9/18/2006            20
 276         914,000    30,466.67      2       100.00     6/22/2006            30


             1 BEDROOM            2 BEDROOM            3 BEDROOM              4 BEDROOM
        -------------------  -------------------  -------------------  -------------------
          #    AVG RENT PER    #    AVG RENT PER    #    AVG RENT PER    #    AVG RENT PER   UTILITIES   ELEVATOR
LOAN #  UNITS     MO. ($)    UNITS     MO. ($)    UNITS      MO.($)    UNITS     MO. ($)    TENANT PAYS   PRESENT  LOAN #
---------------------------------------------------------------------  -----  ------------  -----------  --------  ------

  1     1,517      1,399     2,416      1,727      271       2,354       16       2,881     E,S,W        Yes        1
  24       81        891       207      1,147      102       1,263                          E, G         No         24
  36       96        641       313        730                                               E, G         No         36
  47      112        769       112        996       56       1,248                                       No         47
  48      136        807       154      1,000       32       1,440                                       No         48
  59       24        985       132      1,229       24       1,490                          E, G, S, W   No         59
  73      138        874        71      1,266       19       1,940                          E, W, S      No         73

  77                                                                                                                77
  78                                                                                                                78
  88      114        676       161        833       48       1,032                          E, H         No         88
  91      116        717       118        888       30       1,130                          E            No         91
  96       90        630       109        764       19         957                          E, S, W      No         96
  99      145        791        84      1,074       19       1,425                          E, G         No         99
 102       42        849       124        883       82         924                          E, G         No        102
 106                           176        918                                                            No        106
106.01                         104        909                                                            No       106.01
106.02                          24        957                                                            No       106.02
106.03                          16        905                                                            No       106.03
106.04                          16        925                                                            No       106.04
106.05                           8        925                                                            No       106.05
106.06                           8        925                                                            No       106.06
 128      327        454        62        620                                                            No        128
 131       80        663       122        784                                               E, G         No        131
 137       18      1,203                                                                    E, S, W      Yes       137
 142       12                  116        661       12                                      E            No        142
 144                            88      1,105                                               W, S         No        144
 146       99        464       165        513                                               E            No        146
146.01     44        435       105        472                                               E            No       146.01
146.02     55        488        60        583                                               E            No       146.02
 152                           184        554                                                            No        152
 156       76        860        16      1,105       16       1,486                          E, G, S, W   No        156
 168       24        684        64        763        8         839                          E            No        168
 169      130        450       126        576       29         663                          E, H         No        169
 170       68        598        44        764                                                            No        170
 177      132        492        36        677                                                            No        177
 183       86        542        58        612                                               E, G         Yes       183
 185      152        431       112        519        8         751                          E, G         No        185
 187                            24      1,234        5       1,453       13       1,920                  Yes       187
 189       50      1,019                                                                    G, S, W      Yes       189
 201       4         678        68        825                                               E, S, W      No        201
 203       88        517        24        637                                               E            No        203
 213       32        460        96        570       32         690                          E            No        213
 216                           120        536                                               E, G         No        216
 223       10        696        40        789                                               E, G         No        223
 233      100        321        48        419                                                            No        233
 239       84        318        49        388       13         345                                       No        239
 240                                                                                        E, G         No        240
 241       7       1,179        17      1,445                                                            No        241
 244       31        854         4        964                                               E, G         Yes       244
 250                                                                                        E, G, S, W             250
 255       39        595        85        672       15         807                                       No        255
 256       24        456        24        527                                                            No        256
 259       10        433        36        538       24         680                          E, H         No        259
 261                            22        825        8         851                          E            No        261
 273                            20        626                                               E, G         No        273
 276       30        499                                                                    E            No        276

Footnotes to Annex B

1	MLML − Merrill Lynch Mortgage Lending, Inc., CRF − Countrywide Commercial Real Estate Finance, Inc., PNC − PNC Bank, National Association, IXIS − IXIS Real Estate Capital Inc.

1

                                    Annex C

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


[LOGO] IXIS(SM)                                         [LOGO](SM) PNC
       Capital Markets

                PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET
                          $4,121,318,000 (APPROXIMATE)

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

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

                     ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4
                                 Issuing Entity

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.
                                    Depositor

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

                           MIDLAND LOAN SERVICES, INC.
                     WELLS FARGO BANK, NATIONAL ASSOCIATION
                                Master Servicers

                               LNR PARTNERS, INC.
                                Special Servicer

                        LASALLE BANK NATIONAL ASSOCIATION
                                     Trustee

                                NOVEMBER 28, 2006

This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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

IXIS SECURITIES NORTH AMERICA                            PNC CAPITAL MARKETS LLC

CREDIT SUISSE                                           DEUTSCHE BANK SECURITIES





                      [THIS PAGE INTENTIONALLY LEFT BLANK.]




ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

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

OFFERED CERTIFICATES



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

  A-1      Aaa    AAA    $    71,548,000       30.000%          1.582%         2.629      01/07-06/11     06/12/2011             (3)
------------------------------------------------------------------------------------------------------------------------------------
  A-2      Aaa    AAA   [$  901,666,000]       30.000%       [19.936]%         4.872      06/11-12/11     12/12/2011             (3)
------------------------------------------------------------------------------------------------------------------------------------
 A-2FL     Aaa    AAA                [ ]       30.000%           [  ]%         4.872      06/11-12/11     12/12/2011    LIBOR + %(3)
------------------------------------------------------------------------------------------------------------------------------------
  A-3      Aaa    AAA   [$1,283,828,000]       30.000%       [28.386]%         9.777      12/15-11/16     11/12/2016             (3)
------------------------------------------------------------------------------------------------------------------------------------
 A-3FL     Aaa    AAA                [ ]       30.000%           [  ]%         9.777      12/15-11/16     11/12/2016    LIBOR + %(3)
------------------------------------------------------------------------------------------------------------------------------------
  A-SB     Aaa    AAA    $   119,014,000       30.000%          2.631%         7.208      12/11-12/15     12/12/2015             (3)
------------------------------------------------------------------------------------------------------------------------------------
  A-1A     Aaa    AAA    $   789,840,000       30.000%         17.464%         9.421      01/07-11/16     11/12/2016             (3)
------------------------------------------------------------------------------------------------------------------------------------
   AM      Aaa    AAA   [$  452,271,000]       20.000%       [10.000]%         9.917      11/16-11/16     11/12/2016             (3)
------------------------------------------------------------------------------------------------------------------------------------
 AM-FL     Aaa    AAA                [ ]       20.000%           [  ]%         9.917      11/16-11/16     11/12/2016    LIBOR + %(3)
------------------------------------------------------------------------------------------------------------------------------------
   AJ      Aaa    AAA   [$  378,777,000]       11.625%        [8.375]%         9.917      11/16-11/16     11/12/2016             (3)
------------------------------------------------------------------------------------------------------------------------------------
 AJ-FL     Aaa    AAA                [ ]       11.625%           [  ]%         9.917      11/16-11/16     11/12/2016    LIBOR + %(3)
------------------------------------------------------------------------------------------------------------------------------------
   B       Aa1    AA+    $    11,306,000       11.375%          0.250%         9.917      11/16-11/16     11/12/2016             (3)
------------------------------------------------------------------------------------------------------------------------------------
   C       Aa2    AA     $    79,148,000        9.625%          1.750%         9.986      11/16-12/16     12/12/2016             (3)
------------------------------------------------------------------------------------------------------------------------------------
   D       Aa3    AA-    $    33,920,000        8.875%          0.750%        10.000      12/16-12/16     12/12/2016             (3)
------------------------------------------------------------------------------------------------------------------------------------
   XP      Aaa    AAA    $ 4,426,243,000(4)      N/A            N/A            N/A            N/A         12/12/2014


NON-OFFERED CERTIFICATES



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

  E        (5)    (5)   $   67,841,000         7.375%          1.500%           (5)            (5)            (5)                (3)
------------------------------------------------------------------------------------------------------------------------------------
  F        (5)    (5)   $   39,574,000         6.500%          0.875%           (5)            (5)            (5)                (3)
------------------------------------------------------------------------------------------------------------------------------------
  G        (5)    (5)   $   50,880,000         5.375%          1.125%           (5)            (5)            (5)                (3)
------------------------------------------------------------------------------------------------------------------------------------
  H        (5)    (5)   $   45,227,000         4.375%          1.000%           (5)            (5)            (5)                (3)
------------------------------------------------------------------------------------------------------------------------------------
  J        (5)    (5)   $   62,187,000         3.000%          1.375%           (5)            (5)            (5)                (3)
------------------------------------------------------------------------------------------------------------------------------------
  K        (5)    (5)   $   16,961,000         2.625%          0.375%           (5)            (5)            (5)                (3)
------------------------------------------------------------------------------------------------------------------------------------
  L        (5)    (5)   $    5,653,000         2.500%          0.125%           (5)            (5)            (5)                (3)
------------------------------------------------------------------------------------------------------------------------------------
  M        (5)    (5)   $   22,613,000         2.000%          0.500%           (5)            (5)            (5)                (3)
------------------------------------------------------------------------------------------------------------------------------------
  N        (5)    (5)   $    5,654,000         1.875%          0.125%           (5)            (5)            (5)                (3)
------------------------------------------------------------------------------------------------------------------------------------
  P        (5)    (5)   $   16,960,000         1.500%          0.375%           (5)            (5)            (5)                (3)
------------------------------------------------------------------------------------------------------------------------------------
  Q        (5)    (5)   $    5,653,000         1.375%          0.125%           (5)            (5)            (5)                (3)
------------------------------------------------------------------------------------------------------------------------------------
  S        (5)    (5)   $   62,188,155         0.000%          1.375%           (5)            (5)            (5)                (3)
------------------------------------------------------------------------------------------------------------------------------------
 XC        (5)    (5)   $4,522,709,155(4)        N/A            N/A             N/A            N/A            (5)


____________________________
(1)   In the case of each such class, subject to a permitted variance of plus or
      minus 5.0%.

(2)   As of the cut-off date. The weighted average life, principal window and
      assumed final distribution date were calculated assuming no prepayments
      will be made on the mortgage loans prior to their related maturity dates
      (except in the case of loans with anticipated repayment dates (ARD loans),
      which are assumed to prepay on their anticipated repayment dates) and the
      other Modeling Assumptions 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-1A, AM, AJ, B,
      C, D, E, F, G, H, J, K, L, M, N, P, Q and S 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) and (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. By virtue of some
      interest rate swap contracts, the pass-through rate for the class A-2FL,
      A-3FL, AM-FL, AJ-FL certificates will be based on one month LIBOR plus a
      specified percentage; provided that interest payments made under the
      related swap contract are subject to reduction as described in the
      prospectus supplement (thereby resulting in an effective pass-through rate
      below LIBOR plus a specified percentage). The initial LIBOR rate will be
      determined prior to closing and subsequent LIBOR rates will be determined
      two LIBOR business days before the start of each class A-2FL, A-3FL, AM-FL
      and AJ-FL interest accrual period. Under circumstances described in the
      prospectus supplement, the pass-through rate for class A-2FL, A-3FL, AM-FL
      and AJ-FL certificates may convert to a rate described herein in clause
      (i), (ii) or (iii) of the first sentence of this footnote (3).

(4)   The class XC and class XP certificates will not have certificate principal
      balances and their holders will not receive distributions of principal,
      but such holders will be entitled to receive payments of the aggregate
      interest accrued on the notional amount of each of the components of the
      class XC and class XP certificates, as described in the prospectus
      supplement. The interest rate applicable to each component of the class XC
      and class XP certificates for each distribution date will equal the rate
      specified in the prospectus supplement.

(5)   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, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

TRANSACTION TERMS
--------------------------------------------------------------------------------

ISSUE TYPE               Sequential pay REMIC. Class A-1, A-2, A-2FL, A-3,
                         A-3FL, A-SB, A-1A, AM, AM-FL, AJ, AJ-FL, B, C, D and XP
                         certificates are offered publicly. All other
                         certificates will be privately placed with qualified
                         institutional buyers, institutional accredited
                         investors or non-U.S. persons in accordance with
                         Regulation S.

CUT-OFF DATE             References in this term sheet to the "cut-off date"
                         mean, with respect to each mortgage loan, the related
                         due date of that mortgage loan in December 2006 or,
                         with respect to those mortgage loans, if any, that have
                         their respective first payment dates in January 2007,
                         December 1, 2006 or with respect to any mortgage loan
                         that has its first due date in February 2007, the date
                         of origination.

OFFERING TERMS           The commercial mortgage backed securities referred to
                         in this term sheet, and the mortgage pool backing them,
                         are subject to modification or revision (including the
                         possibility that one or more classes of securities may
                         be split, combined or eliminated at any time prior to
                         issuance or availability of a final prospectus) and are
                         offered on a "when, as and if issued" basis. You
                         understand that, when you are considering the purchase
                         of these securities, a contract of sale will come into
                         being no sooner than the date on which the relevant
                         class has been priced and we have confirmed the
                         allocation of securities to be made to you. Any
                         "indications of interest" expressed by you, and any
                         "soft circles" generated by us, will not create binding
                         contractual obligations for you or us.

MORTGAGE POOL            The mortgage pool consists of 279 mortgage loans with
                         an aggregate initial mortgage pool balance of
                         $4,522,709,155, subject to a variance of plus or minus
                         5.0%. The mortgage loans are secured by 338 mortgaged
                         real properties located throughout 41 states and the
                         District of Columbia.

LOAN GROUPS              For purposes of making distributions to the class A-1,
                         A-2, A-2FL, A-3, A-3FL, A-SB and A-1A certificates, the
                         pool of mortgage loans will be deemed to consist of two
                         distinct groups, loan group 1 and loan group 2. Loan
                         group 1 will consist of 231 mortgage loans,
                         representing approximately 82.5% of the initial
                         mortgage pool balance and that are secured by the
                         various property types that make up the collateral for
                         those mortgage loans, and loan group 2 will consist of
                         48 mortgage loans, representing approximately 17.5% of
                         the initial mortgage pool balance and that are secured
                         by multifamily and manufactured housing community
                         properties (approximately 89.5% of all the mortgaged
                         properties secured by multifamily and manufactured
                         housing community properties).

ISSUING ENTITY           ML-CFC Commercial Mortgage Trust 2006-4

DEPOSITOR                Merrill Lynch Mortgage Investors, Inc.



MORTGAGE LOAN            Merrill Lynch Mortgage Lending, Inc. (MLML) .............. 52.9% of the initial mortgage pool balance
SELLERS/SPONSORS         Countrywide Commercial Real Estate Finance, Inc. (CRF) ... 30.8% of the initial mortgage pool balance
                         IXIS Real Estate Capital Inc. (IXIS) ..................... 11.3% of the initial mortgage pool balance
                         PNC Bank, National Association (PNC) ..................... 4.9% of the initial mortgage pool balance


UNDERWRITERS             Merrill Lynch, Pierce, Fenner & Smith Incorporated
                         Countrywide Securities Corporation
                         IXIS Securities North America Inc.
                         PNC Capital Markets LLC
                         Credit Suisse Securities (USA) LLC
                         Deutsche Bank Securities Inc.

TRUSTEE                  LaSalle Bank National Association


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                        2



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

MASTER SERVICERS         Midland Loan Services, Inc., with respect to mortgage
                         loans sold to the depositor by IXIS and PNC. Wells
                         Fargo Bank, National Association, with respect to the
                         mortgage loans sold to the depositor by MLML and CRF.

                         The Park LaBrea Apartments mortgage loan is being
                         serviced by Midland pursuant to the pooling and
                         servicing agreement for the J.P. Morgan Chase
                         Commercial Mortgage Securities Trust 2006-LDP8
                         securitization transaction.

SPECIAL SERVICER         LNR Partners, Inc.

RATING AGENCIES          Moody's Investors Service, Inc.

                         Standard & Poor's Ratings Services, a division of The
                         McGraw-Hill Companies, Inc.

DENOMINATIONS            $25,000 minimum for the offered certificates with
                         principal balances and $100,000 minimum in the case of
                         XP Certificates.

CLOSING DATE             On or about December 12, 2006.

SETTLEMENT TERMS         Book-entry through DTC for all offered certificates.

DETERMINATION DATE       For any distribution date, the fourth business day
                         prior to the distribution date, except that in the case
                         of certain mortgage loans, the applicable master
                         servicer may make its determination as to the
                         collections received as of a later date during each
                         month.

DISTRIBUTION DATE        The 12th day of each month or, if the 12th day is not a
                         business day, the next succeeding business day,
                         beginning in January 2007.

DAY COUNT                30/360 (or, in the case of the A-2FL, A-3FL, AM-FL and
                         AJ-FL class certificates, for so long as the related
                         swap agreement is in effect and no payment default is
                         continuing thereunder, actual/360)

INTEREST DISTRIBUTIONS   Each class of offered certificates will be entitled on
                         each distribution date to interest accrued during the
                         prior calendar month at its pass-through rate for such
                         distribution date on the outstanding certificate
                         balance of such class immediately prior to such
                         distribution date; provided that, for so long as the
                         related swap agreement is in effect and no payment
                         default is continuing thereunder, the interest accrual
                         period for the class A-2FL, A-3FL, AM-FL and AJ-FL
                         certificates will, for each distribution date, begin on
                         the prior distribution date (or, in the case of the
                         initial such interest accrual period, on the closing
                         date) and end on the business day preceding the subject
                         distribution date. Interest on the offered certificates
                         will be calculated on the basis of twelve 30-day months
                         and a 360-day year (or, in the case of the class A-2FL,
                         A-3FL, AM-FL and AJ-FL certificates, for so long as the
                         related swap agreement is in effect and no payment
                         default is continuing thereunder, the actual number of
                         days during each related interest accrual period in a
                         year assumed to consist of 360 days). Subject to
                         available funds, distributions of interest will be made
                         with respect to the following classes of certificates
                         in the following order on each distribution date:
                         first, the class A-1, A-2, A-2FL, A-3, A-3FL, A-SB,
                         A-1A, XP and XC certificates, pro rata and pari passu;
                         second, the class AM and AM-FL certificates, pro rata
                         and pari passu; third, the class AJ and AJ-FL
                         certificates, pro rata and pari passu; and then the
                         respective remaining classes of certificates with
                         principal balances, sequentially in alphabetical order
                         of class designation. In general, payments of interest
                         in respect of the class A-1, A-2, A-2FL, A-3, and
                         A-3FL, A-SB certificates will be made to the extent of
                         available funds attributable to the mortgage loans in
                         loan group 1, payments of interest in respect of the
                         class A-1A certificates will be made to the extent of
                         available funds attributable to the mortgage loans in
                         loan group 2, and payments of interest in respect of
                         the class XP and XC certificates will be made to the


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                        3



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

                         extent of available funds attributable to mortgage
                         loans in both loan groups. However, if the application
                         of available funds as described in the preceding
                         sentence would result in an interest shortfall to any
                         of those classes of certificates, then payments of
                         interest will be made with respect to all of those
                         classes on a pro rata (based on amount of interest
                         accrued) and pari passu basis without regard to loan
                         groups. Furthermore, notwithstanding the foregoing,
                         payments of interest with respect to the class A-2FL,
                         A-3FL , AM-FL and AJ-FL certificates out of collections
                         on the mortgage loans will be calculated on a 30/360
                         basis at a fixed coupon or a coupon calculated at the
                         lesser of a specified percentage and a weighted average
                         coupon derived from net interest rates on the mortgage
                         loans, with such interest to be exchanged under the
                         related swap agreement for interest calculated on an
                         actual/360 basis at a LIBOR-based rate. No class of
                         certificates will provide credit support for any
                         failure on the part of the swap counterparty to make
                         any required payment under the swap contract. Interest
                         payments with respect to the class A-2FL, A-3FL, AM-FL
                         and AJ-FL certificates will be subject to reduction if
                         the weighted average of certain net interest rates on
                         the mortgage loans declines below the fixed rate per
                         annum at which interest is payable by the trust to the
                         swap counterparty.

PRINCIPAL                Except as described below, principal will be
DISTRIBUTIONS            distributed on each distribution date, to the extent of
                         available funds, to the most senior class of sequential
                         pay certificates outstanding until its certificate
                         balance is reduced to zero. Payments of principal will
                         generally be made, to the extent of available funds (i)
                         to the class A-1 certificates, the class A-2 and A-2FL
                         certificates (on a pro rata and pari passu basis), the
                         class A-3 and A-3FL certificates (on a pro rata and
                         pari passu basis) and the class A-SB certificates, in
                         that order, in an amount equal to the funds received or
                         advanced with respect to principal on mortgage loans in
                         loan group 1 and, after the principal balance of the
                         class A-1A certificates has been reduced to zero, the
                         funds received or advanced with respect to principal on
                         mortgage loans in loan group 2, in each case until the
                         principal balance of the subject class of certificates
                         is reduced to zero, and (ii) to the class A-1A
                         certificates, in an amount equal to the funds received
                         or advanced with respect to principal on mortgage loans
                         in loan group 2 and, after the principal balance of
                         class A-3, A-3FL and A-SB certificates have been
                         reduced to zero, the funds received or advanced with
                         respect to principal on mortgage loans in loan group 1,
                         until the principal balance of the class A-1A
                         certificates is reduced to zero.

                         Notwithstanding the foregoing, on any distribution date
                         as of which the principal balance of the class A-SB
                         certificates is required to be paid down to its
                         scheduled principal balance for that distribution date
                         in accordance with a specified schedule that will be
                         annexed to the prospectus supplement, distributions of
                         principal will be made, to the extent of available
                         funds, to reduce the principal balance of the class
                         A-SB certificates to its scheduled principal balance
                         for the subject distribution date, out of the funds
                         received or advanced with respect to principal on the
                         mortgage loans in loan group 1 (prior to any
                         distributions of principal from those loan group 1
                         funds to any other class of certificates on that
                         distribution date) and, after the principal balance of
                         the class A-1A certificates has been reduced to zero,
                         out of the funds received or advanced with respect to
                         principal on mortgage loans in loan group 2 (prior to
                         any distributions of principal with respect to the
                         class A-1, A-2, A-2FL, A-3 and A-3FL certificates on
                         that distribution date).

                         If, due to losses, the certificate balances of the
                         class AM and class AM-FL through class S certificates
                         are reduced to zero, payments of principal to the class
                         A-1, A-2, A-2FL, A-3, A-3FL, A-SB and A-1A certificates
                         (to the extent that any two or more of these classes
                         are outstanding) will be made on a pro rata and pari
                         passu basis.

                         Following retirement of the class A-1, A-2, A-2FL, A-3,
                         A-3FL, A-SB and A-1A certificates, amounts
                         distributable as principal will be distributed on each
                         distribution date, to the extent of available funds,
                         first to the class AM and AM-FL certificates (on a pro
                         rata and pari passu basis), second to the


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                        4



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

                         class AJ and AJ-FL certificates (on a pro rata and pari
                         passu basis), and third to the class B, C, D, E, F, G,
                         H, J, K, L, M, N, P, Q and S certificates, in that
                         order, in each case until the related certificate
                         balance of the subject class of certificates is reduced
                         to zero.

LOSSES                   Losses realized on the mortgage loans and certain
                         default-related and other unanticipated expenses, if
                         any, will be allocated to the class S, Q, P, N, M, L,
                         K, J, H, G, F, E, D, C, B certificates, in that order,
                         and then, on a pro rata and pari passu basis, to the
                         class AJ and AJ-FL certificates, and then, on a pro
                         rata and pari passu basis, to the class AM and AM-FL
                         certificates, and then, on a pro rata and pari passu
                         basis, to the class A-1, A-2, A-2FL, A-3, A-3FL, A-SB
                         and A-1A certificates.

PREPAYMENT               Any prepayment premiums or yield maintenance charges
PREMIUMS AND             collected will be distributed to certificate holders
YIELD MAINTENANCE        and/or the swap counterparty on the distribution date
CHARGES                  following the collection period in which the prepayment
                         premium was received. On each distribution date, the
                         holders of each class of offered certificates and of
                         the class E, F, G, H and J certificates then entitled
                         to principal distributions (to the extent such
                         prepayment premium or yield maintenance charge is
                         collected from mortgage loans in the loan group, if
                         applicable, from which such class of certificates is
                         receiving payments of principal) will be entitled to a
                         portion of prepayment premiums or yield maintenance
                         charges equal to the product of (a) the amount of such
                         prepayment premiums or yield maintenance charges, net
                         of workout fees and principal recovery fees payable
                         therefrom, multiplied by (b) a fraction, which in no
                         event may be greater than 1.0, the numerator of which
                         is equal to the excess, if any, of the pass-through
                         rate of such class of certificates (or, in the case of
                         the class A-2FL, A-3FL, AM-FL and AJ-FL certificates,
                         the pass-through rate that would be payable thereon
                         without regard to the related interest rate swap
                         agreement as described under "Interest Distributions"
                         above) over the relevant discount rate, and the
                         denominator of which is equal to the excess, if any, of
                         the mortgage interest rate of the prepaid mortgage loan
                         over the relevant discount rate, multiplied by (c) a
                         fraction, the numerator of which is equal to the amount
                         of principal distributable on such class of
                         certificates on that distribution date, and the
                         denominator of which is equal to the total principal
                         distribution amount for that distribution date;
                         provided that, if the A-3, A-3FL, A-SB and A-1A classes
                         were outstanding (prior to any distributions) on such
                         distribution date, then the number in clause (c) will
                         be a fraction, the numerator of which is equal to the
                         amount of principal distributable on the subject class
                         of certificates on such distribution date with respect
                         to the loan group that includes the prepaid mortgage
                         loan, and the denominator of which is equal to the
                         portion of the total principal distribution amount for
                         such distribution date that is attributable to the loan
                         group that includes the prepaid mortgage loan. HOWEVER,
                         AS LONG AS THE RELATED SWAP AGREEMENT IS IN EFFECT AND
                         THERE IS NO CONTINUING PAYMENT DEFAULT THEREUNDER, ANY
                         PREPAYMENT PREMIUM OR YIELD MAINTENANCE CHARGE
                         ALLOCABLE TO THE CLASS A-2FL, A-3FL, AM-FL, AJ-FL
                         CERTIFICATES WILL BE PAYABLE TO THE RESPECTIVE SWAP
                         COUNTERPARTIES.

                         The portion, if any, of the prepayment premiums or
                         yield maintenance charges remaining after any payments
                         described above will be distributed to the holders of
                         the class XP and/or XC certificates as follows: (a) on
                         each distribution date up to and including the
                         distribution date in [ ], (i) to the holders of the
                         class XP certificates, an amount equal to [ ] % of that
                         remaining portion of the prepayment premiums or yield
                         maintenance charges, and (ii) to the holders of the
                         class XC certificates, an amount equal to [ ]% of that
                         remaining portion of the prepayment premiums or yield
                         maintenance charges; and (b) on each distribution date
                         that occurs subsequent to [ ], to the holders of the
                         class XC certificates, an amount equal to 100% of that
                         remaining portion of the prepayment premiums or yield
                         maintenance charges.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                        5



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

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

ADVANCES                 The applicable master servicer (solely with respect to
                         those mortgage loans as to which it is acting as master
                         servicer) and, if it fails to do so, the trustee will
                         be obligated to make P&I advances and servicing
                         advances, including advances of delinquent property
                         taxes and insurance, but only to the extent that such
                         advances are considered recoverable, and, in the case
                         of P&I advances, subject to appraisal reductions (which
                         are described below) that may occur.

APPRAISAL                If any of certain adverse events or circumstances
REDUCTIONS               described in the offering prospectus occur or exist
                         with respect to any mortgage loan or the mortgaged real
                         property for any mortgage loan, that mortgage loan will
                         be considered a required appraisal loan. An appraisal
                         reduction will generally be made in the amount, if any,
                         by which the principal balance of the required
                         appraisal loan (plus other amounts overdue or advanced
                         in connection with such loan) exceeds 90% of the
                         appraised value of the related mortgaged real property
                         plus all escrows and reserves (including letters of
                         credit) held as additional collateral with respect to
                         the mortgage loan. As a result of calculating an
                         appraisal reduction amount for a given mortgage loan,
                         the interest portion of any P&I advance for such loan
                         will be reduced, which will have the effect of reducing
                         the amount of interest available for distribution to
                         the certificates.

                         A required appraisal loan will generally cease to be a
                         required appraisal loan when the related mortgage loan
                         has been brought current for at least three consecutive
                         months and no other circumstances exist which would
                         cause such mortgage loan to be a required appraisal
                         loan.

OPTIONAL                 Each master servicer, the special servicer and certain
TERMINATION              certificate holders will have the option to terminate
                         the trust and retire the then outstanding certificates,
                         in whole but not in part, and purchase the remaining
                         assets of the trust on or after the distribution date
                         on which the stated principal balance of the mortgage
                         loans is less than approximately 1.0% of the initial
                         mortgage pool balance. Such purchase price will
                         generally be at a price equal to the unpaid aggregate
                         principal balance of the mortgage loans, plus accrued
                         and unpaid interest and certain other additional trust
                         fund expenses, and the fair market value of any REO
                         properties acquired by the trust following foreclosure.

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

CONTROLLING CLASS        The most subordinate class of principal balance
                         certificates that has a class certificate balance
                         greater than 25% of its original certificate balance
                         will be the controlling class of certificates;
                         provided, however, that if no such class of principal
                         balance certificates satisfies such requirement, the
                         controlling class of certificates will be the most
                         subordinate class of principal balance certificates
                         with a class certificate balance greater than zero. The
                         holder(s) of certificates representing a majority
                         interest in the controlling class will have the right,
                         subject to the limitations and conditions described in
                         the offering prospectus, to replace the special
                         servicer and select a representative that may direct
                         and advise the special servicer on various servicing
                         matters.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                        6



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

ERISA                    The offered certificates are expected to be eligible
                         for purchase by employee benefit plans and other plans
                         or arrangements, subject to certain conditions.

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


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                        7



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

CONTACTS

                               MERRILL LYNCH & CO.

                                  John Mulligan
                             (212) 449-3860 (Phone)
                              (212) 738-1491 (Fax)

                                    Max Baker
                             (212) 449-3860 (Phone)
                              (212) 738-1491 (Fax)

                                    Rich Sigg
                             (212) 449-3860 (Phone)
                              (212) 738-1491 (Fax)

                                  David Rodgers
                             (212) 449-3611 (Phone)
                              (212) 449-7684 (Fax)

                                  Aaron Wessner
                             (212) 449-8571 (Phone)
                              (212) 449-7684 (Fax)

                       IXIS SECURITIES NORTH AMERICA INC.

                                   Greg Murphy
                             (212) 891-6282 (Phone)
                              (212) 891-3454 (Fax)

                                 Scott Douglass
                             (212) 891-5705 (Phone)
                              (212) 891-3421 (Fax)

                       CREDIT SUISSE SECURITIES (USA) LLC

                                   Reese Mason
                             (212) 325-8661 (Phone)

                       COUNTRYWIDE SECURITIES CORPORATION

                                 Tom O'Hallaron
                             (818) 225-6353 (Phone)
                              (818) 225-4032 (Fax)

                                 Cary Carpenter
                             (818) 225-6336 (Phone)
                              (818) 225-4032 (Fax)

                                 Marlyn Marincas
                             (818) 225-6342 (Phone)
                              (818) 225-4032 (Fax)

                                 Jerry Hirshkorn
                             (212) 649-8352 (Phone)
                              (212) 649-8391 (Fax)

                             PNC CAPITAL MARKETS LLC

                                  Scott Holmes
                             (704) 551-2847 (Phone)
                              (704) 643-2088 (Fax)

                          DEUTSCHE BANK SECURITIES INC.

                                 Patrick Fisher
                             (212) 250-4512 (Phone)

                                   Lainie Kaye
                             (212) 250-5270 (Phone)


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                        8



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE

(THE SUM OF THE PERCENTAGE CALCULATIONS MAY NOT EQUAL 100% DUE TO ROUNDING.)

All numerical information provided with respect to the mortgage loans is
provided on an approximate basis. All weighted average information provided with
respect to the mortgage loans reflects a weighting of the subject mortgage loans
based on their respective cut-off date principal balances. When information with
respect to the mortgaged real properties is expressed as a percentage of the
initial mortgage pool balance, the percentages are based upon the cut-off date
principal balances of the related mortgage loans comprising the mortgage pool.
If any of the mortgage loans is secured by multiple mortgaged real properties,
the cut-off date principal balance has been allocated based on any of (i) an
individual property's appraised value as a percentage of the total appraised
value of all of the mortgaged real properties, including the subject individual
property, securing the same mortgage loan, (ii) an individual property's
underwritten net operating income as a percentage of the total underwritten net
operating income of all the mortgaged real properties, including the subject
individual property, securing the same mortgage loan and (iii) an allocated loan
balance specified in the related loan documents. Unless specifically indicated
otherwise (for example, with respect to loan-to-value and debt service coverage
ratio and cut-off date balance unit of the Park La Brea Apartments mortgage
loan, in which case the related pari passu non-trust loan is taken into
account), statistical information presented with respect to any mortgage loan in
the trust that is part of a loan combination excludes the related non-trust
loan.

GENERAL CHARACTERISTICS
--------------------------------------------------------------------------------



                                                                               ALL MORTGAGE         LOAN              LOAN
                                                                                  LOANS            GROUP 1           GROUP 2

Initial mortgage pool balance .............................................   $4,522,709,155    $3,732,868,568    $  789,840,587
Number of pooled mortgage loans ...........................................              279               231                48
Number of mortgaged properties ............................................              338               284                54
Percentage of investment grade loans(1) ...................................             1.1%              1.3%              0.0%
Average cut-off date principal balance ....................................       16,210,427        16,159,604        16,455,012
Largest cut-off date principal balance ....................................      387,500,000       225,000,000       387,500,000
Smallest cut-off date principal balance ...................................          759,360           759,360           914,000
Weighted average mortgage interest rate ...................................          5.8791%           5.8475%           6.0287%
Highest mortgage interest rate ............................................          6.8600%           6.8600%           6.8000%
Lowest mortgage interest rate .............................................          4.6500%           5.2430%           4.6500%
Number of cross collateralized mortgage loans .............................               12                10                 2
Cross collateralized mortgage loans as % of IPB ...........................             5.7%              6.4%              2.1%
Number of multi property mortgage loans ...................................               16                14                 2
Multi property mortgage loans as a % of IPB ...............................            13.1%             15.3%              2.6%
Weighted average underwritten debt service coverage ratio(2,4) ............            1.34x             1.35x             1.29x
Maximum underwritten debt service coverage ratio ..........................            3.01x             3.01x             1.43x
Minimum underwritten debt service coverage ratio ..........................            1.10x             1.10x             1.12x
Weighted average cut-off date loan-to-value ratio(2,4) ....................            70.0%             70.8%             66.0%
Maximum cut-off date loan-to-value ratio ..................................            83.0%             80.2%             83.0%
Minimum cut-off date loan-to-value ratio ..................................            32.2%             32.2%             49.9%
Weighted average remaining term to maturity or anticipated repayment date
 (months) .................................................................              106               104               115
Maximum remaining term to maturity or anticipated repayment date (months) .              213               178               213
Minimum remaining term to maturity or anticipated repayment date (months) .               54                54                55
Weighted average remaining amortization term (months)(3) ..................              359               358               366
Maximum remaining amortization term (months) ..............................              420               420               420
Minimum remaining amortization term (months) ..............................              178               178               299


____________________________
(1)   It has been confirmed by S&P and Moody's, in accordance with their
      respective methodologies, that the White Oaks Mall mortgage loan has
      credit characteristics consistent with investment-grade rated obligations.

(2)   With respect to certain mortgage loans, debt service coverage ratios
      and/or cut-off date loan-to-value ratios were calculated assuming the
      application of a holdback amount and/or a letter of credit in reduction of
      their respective cut-off date principal balances or taking into account
      various assumptions regarding the financial performance or value of the
      related mortgaged real property on a "stablilized" basis.

(3)   Excludes mortgage loans that are interest-only for their entire term.

(4)   With respect to the Park La Brea Apartments loan, calculations of LTV and
      DSCR also include the related pari passu loan that is not included in the
      trust.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                        9



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

SELECT CHARACTERISTICS OF MORTGAGE POOL
--------------------------------------------------------------------------------

                 PROPERTY TYPE BY STATE MATRIX FOR MORTGAGE POOL
--------------------------------------------------------------------------------



                                                            % OF INITIAL MORTGAGE POOL BALANCE BY PROPERTY TYPE
------------------------------------------------------------------------------------------------------------------------------------
                                 % OF
                               INITIAL
                               MORTGAGE
                                 POOL                                              MIXED                SELF    MANUFACTURED
           STATE               BALANCE   RETAIL  MULTIFAMILY  OFFICE  HOSPITALITY   USE    INDUSTRIAL  STORAGE    HOUSING     OTHER
------------------------------------------------------------------------------------------------------------------------------------

California .................     32.6     18.9       9.4        0.9       0.7       0.9        0.8        0.8        0.2        --
 Southern ..................     25.6     13.1       9.0        0.9       0.7       0.9        0.5        0.5         --        --
 Northern ..................      7.1      5.8       0.4         --        --        --        0.3        0.3        0.2        --
Texas ......................     12.0      5.1       2.7        2.9       0.6       0.4         --        0.1        0.1        --
Illinois ...................      9.6      1.3        --        8.3        --        --         --         --         --        --
New York ...................      4.4      2.0       1.3        0.0       0.4       0.6         --         --        0.1        --
Virginia ...................      4.2      3.2       0.2        0.2       0.6        --         --         --         --        --
Washington .................      4.0      2.7        --        0.1       1.1        --         --         --         --        --
Nevada .....................      3.6      2.1       0.6        0.6        --        --         --        0.2        0.1        --
Arkansas ...................      3.3      3.1       0.2         --        --        --         --         --         --        --
Florida ....................      2.9      1.6       0.7        0.2       0.3        --        0.0         --         --        --
District of Columbia .......      2.7      1.6        --         --       0.6       0.6         --         --         --        --
Minnesota ..................      2.1      0.2       0.2        1.5        --       0.2         --         --         --        --
Alabama ....................      1.8      0.5       0.5        0.7       0.1        --         --         --         --        --
Indiana ....................      1.7      0.7       0.2         --       0.7       0.1         --         --         --        --
Arizona ....................      1.5       --       0.1        0.2       1.0        --         --        0.1         --        --
Michigan ...................      1.4       --       0.7        0.1       0.4        --         --         --        0.2       0.0
Tennessee ..................      1.3      1.0       0.0         --       0.3        --         --         --         --        --
Colorado ...................      1.2      0.9        --         --       0.3        --         --         --         --        --
Maryland ...................      1.2      0.8        --         --        --        --        0.4         --         --        --
Missouri ...................      1.0       --       0.7        0.4        --        --         --         --         --        --
North Carolina .............      0.9      0.0       0.1         --       0.3       0.4         --         --         --        --
Georgia ....................      0.8      0.7        --        0.1        --        --         --         --         --        --
Connecticut ................      0.7       --        --        0.1       0.5        --         --        0.1         --        --
Kansas .....................      0.5      0.1        --         --       0.3        --         --         --         --        --
Wisconsin ..................      0.4      0.1       0.3        0.0        --        --         --         --         --        --
New Hampshire ..............      0.3      0.3        --         --        --        --         --         --         --        --
Pennsylvania ...............      0.3      0.2        --        0.2        --        --         --         --         --        --
Hawaii .....................      0.3       --        --         --        --        --        0.3         --         --        --
New Jersey .................      0.3       --       0.1         --        --        --         --        0.3         --        --
Massachusetts ..............      0.3       --        --         --        --        --        0.2         --         --       0.1
Alaska .....................      0.3       --       0.3         --        --        --         --         --         --        --
Rhode Island ...............      0.3       --        --         --       0.3        --         --         --         --        --
Oklahoma ...................      0.3       --       0.2        0.1        --        --         --        0.0         --        --
Wyoming ....................      0.3      0.3        --         --        --        --         --         --         --        --
Nebraska ...................      0.2      0.1       0.2         --        --        --         --         --         --        --
Oregon .....................      0.2      0.1        --         --        --        --        0.1         --         --        --
Idaho ......................      0.2       --        --         --       0.2        --         --         --         --        --
Delaware ...................      0.2      0.2        --         --        --        --         --         --         --        --
Ohio .......................      0.2      0.0        --         --        --        --         --         --        0.1        --
Iowa .......................      0.1       --       0.1         --        --        --         --         --         --        --
New Mexico .................      0.1      0.1        --         --        --        --         --         --         --        --
Louisiana ..................      0.1      0.1        --         --        --        --         --         --         --        --
Kentucky ...................      0.0      0.0        --         --        --        --         --         --         --        --
                              ------------------------------------------------------------------------------------------------------
                                100.0%    48.2%     18.7%      16.5%      8.8%      3.3%       1.9%       1.6%       0.8%      0.2%
                              ======================================================================================================



This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       10



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

SELECT CHARACTERISTICS OF MORTGAGE POOL
--------------------------------------------------------------------------------



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

Interest Only ....................................        51         $2,113,425,000       46.7%
Single Tenant(1) .................................        24         $  226,055,541        5.0%
Loans (greater than)  50% Single Tenant ..........        50         $  483,731,974       10.7%
Current Secondary Debt ...........................        24         $  950,872,228       21.0%
Future Secondary Debt Permitted ..................        38         $1,615,964,696       35.7%
Lockbox ..........................................        97         $3,080,803,409       68.1%
Escrow Type(2) ...................................
 TI/LC Reserves(3)................................        92         $1,464,143,300       45.8%
 Real Estate Tax .................................       221         $2,978,121,139       65.8%
 Insurance .......................................       191         $2,597,257,083       57.4%
 Replacement Reserves ............................       201         $2,428,241,065       53.7%


SELECT CHARACTERISTICS OF LOAN GROUP 1
--------------------------------------------------------------------------------



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

Interest Only ....................................        47         $1,661,725,000       44.5%
Single Tenant(1) .................................        24         $  226,055,541        6.1%
Loans (greater than) 50% Single Tenant ...........        50         $  483,731,974       13.0%
Current Secondary Debt ...........................        20         $  525,930,222       14.1%
Future Secondary Debt Permitted ..................        31         $1,131,019,496       30.3%
Lockbox ..........................................        94         $2,666,623,887       71.4%
Escrow Type(2) ...................................
 TI/LC Reserves(3) ...............................        92         $1,464,143,300       45.8%
 Real Estate Tax .................................       173         $2,188,280,552       58.6%
 Insurance .......................................       144         $1,816,062,524       48.7%
 Replacement Reserves ............................       157         $2,034,787,325       54.5%


SELECT CHARACTERISTICS OF LOAN GROUP 2
--------------------------------------------------------------------------------



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

Interest Only ....................................        4            $451,700,000       57.2%
Single Tenant(1) .................................       NAP                    NAP        NAP
Loans (greater than)  50% Single Tenant ..........       NAP                    NAP        NAP
Current Secondary Debt ...........................        4            $424,942,005       53.8%
Future Secondary Debt Permitted ..................        7            $484,945,200       61.4%
Lockbox ..........................................        3            $414,179,522       52.4%
Escrow Type(2) ...................................
 Real Estate Tax .................................        48           $789,840,587      100.0%
 Insurance .......................................        47           $781,194,559       98.9%
 Replacement Reserves ............................        44           $393,453,740       49.8%

____________________________
(1)   Includes loans with single tenant occupancy.

(2)   Includes only upfront and ongoing reserves.

(3)   TI/LC escrows are expressed as a percentage of only mortgage loans secured
      by office, industrial, mixed use and various properties.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.


                                       11



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

SELECT CHARACTERISTICS OF MORTGAGE POOL
--------------------------------------------------------------------------------

CUT-OFF DATE BALANCE ($)
----------------------------------------------------------------------------
                                                 AGGREGATE
                                                  CUT-OFF           % OF
           RANGE OF               NUMBER OF        DATE           INITIAL
         CUT-OFF DATE              MORTGAGE      PRINCIPAL        MORTGAGE
    PRINCIPAL BALANCES ($)          LOANS       BALANCE($)      POOL BALANCE
----------------------------------------------------------------------------
     759,360 --   2,999,999           49      $    97,828,281        2.2%
   3,000,000 --   3,999,999           28           99,159,828        2.2%
   4,000,000 --   4,999,999           15           66,693,180        1.5%
   5,000,000 --   5,999,999           21          117,062,568        2.6%
   6,000,000 --   6,999,999           13           83,710,336        1.9%
   7,000,000 --   7,999,999           11           82,500,528        1.8%
   8,000,000 --   9,999,999           24          212,029,758        4.7%
  10,000,000 --  12,999,999           17          195,552,165        4.3%
  13,000,000 --  19,999,999           48          780,303,043       17.3%
  20,000,000 --  49,999,999           41        1,238,506,683       27.4%
  50,000,000 -- 387,500,000           12        1,549,362,784       34.3%
----------------------------------------------------------------------------
  TOTAL                              279      $ 4,522,709,155      100.0%
----------------------------------------------------------------------------
  MIN: $759,360             MAX: $387,500,000             AVG. $16,210,427
----------------------------------------------------------------------------

DEBT SERVICE COVERAGE RATIO (X)
----------------------------------------------------------------------------
                                                 AGGREGATE          % OF
                                  NUMBER OF    CUT-OFF DATE       INITIAL
                                   MORTGAGE      PRINCIPAL        MORTGAGE
 RANGE OF DSCRS (X)                 LOANS       BALANCE($)      POOL BALANCE
----------------------------------------------------------------------------
  1.10 -- 1.19                        19      $   407,459,027        9.0%
  1.20 -- 1.24                        92        1,134,402,744       25.1%
  1.25 -- 1.29                        44          429,901,123        9.5%
  1.30 -- 1.34                        31          691,476,946       15.3%
  1.35 -- 1.39                        31          891,807,021       19.7%
  1.40 -- 1.44                        24          423,095,200        9.4%
  1.45 -- 1.49                        13          248,677,231        5.5%
  1.50 -- 1.59                         8          107,626,234        2.4%
  1.60 -- 1.99                        12          120,268,545        2.7%
  2.00 -- 3.01                         5           67,995,084        1.5%
----------------------------------------------------------------------------
  TOTAL                              279      $ 4,522,709,155      100.0%
----------------------------------------------------------------------------
  MIN: 1.10X                      MAX: 3.01X                WTD. AVG. 1.34X
----------------------------------------------------------------------------

MORTGAGE RATE (%)
----------------------------------------------------------------------------
                                                 AGGREGATE          % OF
                                  NUMBER OF    CUT-OFF DATE       INITIAL
 RANGE OF MORTGAGE                 MORTGAGE      PRINCIPAL        MORTGAGE
     RATES (%)                      LOANS       BALANCE ($)     POOL BALANCE
----------------------------------------------------------------------------
  4.6500 -- 4.9999                     1      $    19,500,000        0.4%
  5.0000 -- 5.2499                     1           39,050,000        0.9%
  5.2500 -- 5.4999                    27          661,467,247       14.6%
  5.5000 -- 5.7499                    21          655,001,897       14.5%
  5.7500 -- 5.9999                    74        1,244,964,165       27.5%
  6.0000 -- 6.0999                    51        1,007,121,100       22.3%
  6.1000 -- 6.1999                    32          318,917,575        7.1%
  6.2000 -- 6.2999                    28          338,479,848        7.5%
  6.3000 -- 6.3999                    19          104,628,506        2.3%
  6.4000 -- 6.4999                    11           68,141,606        1.5%
  6.5000 -- 6.8600                    14           65,437,208        1.4%
----------------------------------------------------------------------------
  TOTAL                              279      $ 4,522,709,155      100.0%
----------------------------------------------------------------------------
  MIN: 4.6500                    MAX: 6.8600              WTD. AVG. 5.8791
----------------------------------------------------------------------------

CUT-OFF DATE LOAN-TO-VALUE RATIO (%)
----------------------------------------------------------------------------
                                                 AGGREGATE          % OF
    RANGE OF                      NUMBER OF    CUT-OFF DATE       INITIAL
  CUT-OFF DATE                     MORTGAGE      PRINCIPAL        MORTGAGE
 LTV RATIOS (%)                     LOANS       BALANCE ($)     POOL BALANCE
----------------------------------------------------------------------------
  32.2 -- 50.0                        19      $   137,356,049        3.0%
  50.1 -- 60.0                        25          661,909,028       14.6%
  60.1 -- 65.0                        30          411,524,078        9.1%
  65.1 -- 70.0                        49          844,441,824       18.7%
  70.1 -- 75.0                        56          727,162,140       16.1%
  75.1 -- 77.5                        42          584,963,138       12.9%
  77.6 -- 80.0                        55        1,133,863,252       25.1%
  80.1 -- 83.0                         3           21,489,647        0.5%
----------------------------------------------------------------------------
  TOTAL                              279      $ 4,522,709,155      100.0%
----------------------------------------------------------------------------
  MIN: 32.2%                     MAX: 83.0%                 WTD. AVG. 70.0%
----------------------------------------------------------------------------

MATURITY DATE OR ARD LOAN-TO-VALUE RATIO (%)
----------------------------------------------------------------------------
       RANGE OF                                  AGGREGATE          % OF
    MATURITY DATE                 NUMBER OF    CUT-OFF DATE       INITIAL
      OR ARD LTV                   MORTGAGE      PRINCIPAL        MORTGAGE
      RATIOS (%)                    LOANS       BALANCE ($)     POOL BALANCE
----------------------------------------------------------------------------
  Fully Amortizing                     2      $    11,178,118        0.2%
  27.5 -- 40.0                        10      $    41,195,407        0.9%
  40.1 -- 49.9                        19          129,859,163        2.9%
  50.0 -- 60.0                        58          984,210,722       21.8%
  60.1 -- 62.4                        22          244,611,219        5.4%
  62.5 -- 65.0                        42          755,820,981       16.7%
  65.1 -- 67.4                        32          389,311,992        8.6%
  67.5 -- 70.0                        32          404,518,924        8.9%
  70.1 -- 80.0                        62        1,562,002,629       34.5%
----------------------------------------------------------------------------
  TOTAL                              279      $ 4,522,709,155      100.0%
----------------------------------------------------------------------------
  MIN: 27.5%                     MAX: 80.0%                 WTD. AVG. 66.1%
----------------------------------------------------------------------------

ORIGINAL TERM TO MATURITY OR ARD (MOS)
----------------------------------------------------------------------------
                                                 AGGREGATE          % OF
      RANGE OF                    NUMBER OF    CUT-OFF DATE       INITIAL
   ORIGINAL TERMS                  MORTGAGE      PRINCIPAL        MORTGAGE
 TO MATURITY (MOS.)                 LOANS       BALANCE ($)     POOL BALANCE
----------------------------------------------------------------------------
   60 --  60                          25      $   935,167,987       20.7%
   61 --  84                           1            2,397,624        0.1%
   85 -- 121                         249        3,566,055,300       78.8%
  122 -- 216                           4           19,088,243        0.4%
----------------------------------------------------------------------------
  TOTAL                              279      $ 4,522,709,155      100.0%
----------------------------------------------------------------------------
  MIN: 60                         MAX: 216                    WTD. AVG. 108
----------------------------------------------------------------------------

REMAINING TERM TO MATURITY OR ARD (MOS)
----------------------------------------------------------------------------
                                                 AGGREGATE          % OF
                                  NUMBER OF    CUT-OFF DATE       INITIAL
    RANGE OF REMAINING             MORTGAGE      PRINCIPAL        MORTGAGE
 TERMS TO MATURITY (MOS.)           LOANS       BALANCE ($)     POOL BALANCE
----------------------------------------------------------------------------
   54 --  60                          25      $   935,167,987       20.7%
   61 --  84                           1            2,397,624        0.1%
   85 -- 121                         249        3,566,055,300       78.8%
  122 -- 213                           4           19,088,243        0.4%
----------------------------------------------------------------------------
  TOTAL                              279      $ 4,522,709,155      100.0%
----------------------------------------------------------------------------
  MIN: 54                         MAX: 213                    WTD. AVG. 106
----------------------------------------------------------------------------

REMAINING PARTIAL IO TERM (MOS)
----------------------------------------------------------------------------
                                                 AGGREGATE          % OF
                                  NUMBER OF    CUT-OFF DATE       INITIAL
 RANGE OF REMAINING                MORTGAGE      PRINCIPAL        MORTGAGE
  PARTIAL IO TERMS                  LOANS       BALANCE ($)     POOL BALANCE
----------------------------------------------------------------------------
   9 -- 14                            10      $   142,080,000        3.1%
  15 -- 24                            29          201,549,000        4.5%
  25 -- 34                            19          188,800,200        4.2%
  35 -- 39                            20          283,387,624        6.3%
  40 -- 54                             6          117,550,000        2.6%
  55 -- 60                            33          553,115,000       12.2%
----------------------------------------------------------------------------
  TOTAL                              117      $ 1,486,481,824       32.9%
----------------------------------------------------------------------------
  MIN: 9 MOS.                     MAX: 60 MOS.             WTD. AVG. 40 MOS.
----------------------------------------------------------------------------

PROPERTY STATE/LOCATION
----------------------------------------------------------------------------
                                                 AGGREGATE          % OF
                                  NUMBER OF    CUT-OFF DATE       INITIAL
                                   MORTGAGED     PRINCIPAL        MORTGAGE
 STATE/LOCATION                   PROPERTIES    BALANCE ($)     POOL BALANCE
----------------------------------------------------------------------------
  California                          80      $ 1,475,626,223       32.6%
   Southern                           57        1,155,765,003       25.6%
   Northern                           23          319,861,220        7.1%
  Texas                               40          544,212,058       12.0%
  Illinois                             9          434,292,848        9.6%
  New York                            15          201,138,669        4.4%
  Virginia                             8          189,844,015        4.2%
  Other(a)                           186        1,677,595,341       37.1%
----------------------------------------------------------------------------
  TOTAL                              338      $ 4,522,709,155      100.0%
----------------------------------------------------------------------------

(a)   Includes 36 states and the District of Columbia

PROPERTY TYPE
----------------------------------------------------------------------------
                                                 AGGREGATE          % OF
                                  NUMBER OF    CUT-OFF DATE       INITIAL
                                  MORTGAGED      PRINCIPAL        MORTGAGE
     PROPERTY TYPE                PROPERTIES    BALANCE ($)     POOL BALANCE
----------------------------------------------------------------------------
  Retail                             148      $ 2,182,107,348       48.2%
   Multifamily                        67          882,191,881       19.5%
   Multifamily                        61          846,494,365       18.7%
  Manufactured Housing                 6           35,697,516        0.8%
  Office                              42          748,166,898       16.5%
  Hospitality                         37          395,791,650        8.8%
  Mixed Use                           16          147,579,505        3.3%
  Industrial                           9           86,584,256        1.9%
  Self Storage                        17           72,914,436        1.6%
  Other                                2            7,373,181        0.2%
----------------------------------------------------------------------------
  TOTAL                              338      $ 4,522,709,155      100.0%
----------------------------------------------------------------------------

AMORTIZATION TYPES
----------------------------------------------------------------------------
                                                 AGGREGATE          % OF
                                  NUMBER OF    CUT-OFF DATE       INITIAL
                                   MORTGAGE      PRINCIPAL        MORTGAGE
 AMORTIZATION TYPES                 LOANS       BALANCE ($)     POOL BALANCE
----------------------------------------------------------------------------
  Interest Only                       51      $ 2,113,425,000       46.7%
  IO-Balloon                         117        1,486,481,824       32.9%
  Balloon                            109          911,624,214       20.2%
  Fully Amortizing                     2           11,178,118        0.2%
----------------------------------------------------------------------------
  TOTAL                              279      $ 4,522,709,155      100.0%
----------------------------------------------------------------------------

REMAINING STATED AMORTIZATION TERM (MOS)
----------------------------------------------------------------------------
                                                 AGGREGATE          % OF
  RANGE OF REMAINING              NUMBER OF    CUT-OFF DATE       INITIAL
 STATED AMORTIZATION               MORTGAGE      PRINCIPAL        MORTGAGE
     TERMS (MOS.)                   LOANS       BALANCE ($)     POOL BALANCE
----------------------------------------------------------------------------
  Interest Only                       51      $ 2,113,425,000       46.7%
  178 -- 240                           6           24,878,594        0.6%
  241 -- 300                          11           90,175,171        2.0%
  301 -- 360                         201        2,127,794,171       47.0%
  361 -- 420                          10          166,436,220        3.7%
----------------------------------------------------------------------------
  TOTAL                              279      $ 4,522,709,155      100.0%
----------------------------------------------------------------------------
  MIN: 178                        MAX: 420                  WTD. AVG. 359
----------------------------------------------------------------------------


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.


                                       12



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

SELECT CHARACTERISTICS OF LOAN GROUP 1
--------------------------------------------------------------------------------

CUT-OFF DATE BALANCE ($)
----------------------------------------------------------------------------
                                                 AGGREGATE          % OF
            RANGE OF              NUMBER OF    CUT-OFF DATE         LOAN
          CUT-OFF DATE             MORTGAGE      PRINCIPAL         GROUP 1
     PRINCIPAL BALANCES ($)         LOANS       BALANCE ($)        BALANCE
----------------------------------------------------------------------------
      759,360 --   2,999,999          37      $    72,521,956        1.9%
    3,000,000 --   3,999,999          24           84,533,350        2.3%
    4,000,000 --   4,999,999          13           57,698,165        1.5%
    5,000,000 --   5,999,999          14           78,294,981        2.1%
    6,000,000 --   6,999,999          12           77,710,336        2.1%
    7,000,000 --   7,999,999           8           60,117,912        1.6%
    8,000,000 --   9,999,999          19          168,806,714        4.5%
   10,000,000 --  12,999,999          15          171,752,644        4.6%
   13,000,000 --  19,999,999          41          672,653,043       18.0%
   20,000,000 --  49,999,999          37        1,126,916,683       30.2%
   50,000,000 --  99,999,999           6          377,250,000       10.1%
  100,000,000 -- 225,000,000           5          784,612,784       21.0%
----------------------------------------------------------------------------
  TOTAL                              231      $ 3,732,868,568      100.0%
----------------------------------------------------------------------------
  MIN:$759,360                MAX:$225,000,000            AVG.$16,159,604
----------------------------------------------------------------------------

DEBT SERVICE COVERAGE RATIO (X)
----------------------------------------------------------------------------
                                                 AGGREGATE          % OF
                                  NUMBER OF    CUT-OFF DATE         LOAN
   RANGE OF                        MORTGAGE      PRINCIPAL         GROUP 1
   DSCRS (X)                        LOANS       BALANCE ($)        BALANCE
----------------------------------------------------------------------------
  1.10 -- 1.24                        79      $ 1,264,673,950       33.9%
  1.25 -- 1.29                        35          342,586,099        9.2%
  1.30 -- 1.34                        28          665,429,621       17.8%
  1.35 -- 1.39                        28          497,809,472       13.3%
  1.40 -- 1.44                        23          417,802,333       11.2%
  1.45 -- 1.49                        13          248,677,231        6.7%
  1.50 -- 1.59                         8          107,626,234        2.9%
  1.60 -- 1.99                        12          120,268,545        3.2%
  2.00 -- 3.01                         5           67,995,084        1.8%
----------------------------------------------------------------------------
  TOTAL                              231      $ 3,732,868,568      100.0%
----------------------------------------------------------------------------
  MIN:1.10X                       MAX:3.01X               WTD. AVG.1.35X
----------------------------------------------------------------------------

MORTGAGE RATE (%)
----------------------------------------------------------------------------
                                                 AGGREGATE          % OF
     RANGE OF                     NUMBER OF    CUT-OFF DATE         LOAN
     MORTGAGE                      MORTGAGE      PRINCIPAL         GROUP 1
     RATES (%)                      LOANS       BALANCE ($)        BALANCE
----------------------------------------------------------------------------
  5.2430 -- 5.2499                     1      $    39,050,000        1.0%
  5.2500 -- 5.4999                    27          661,467,247       17.7%
  5.5000 -- 5.7499                    17          601,176,897       16.1%
  5.7500 -- 5.9999                    62        1,153,421,654       30.9%
  6.0000 -- 6.0999                    41          558,000,539       14.9%
  6.1000 -- 6.1999                    28          245,677,575        6.6%
  6.2000 -- 6.2999                    20          269,203,220        7.2%
  6.3000 -- 6.3999                    17          101,177,659        2.7%
  6.4000 -- 6.4999                     8           57,293,540        1.5%
  6.5000 -- 6.5999                     4           13,894,868        0.4%
  6.6000 -- 6.8600                     6           32,505,368        0.9%
----------------------------------------------------------------------------
  TOTAL                              231      $ 3,732,868,568      100.0%
----------------------------------------------------------------------------
  MIN:5.2430                      MAX:6.8600               WTD. AVG.5.8475
----------------------------------------------------------------------------

CUT-OFF DATE LOAN-TO-VALUE RATIO (%)
----------------------------------------------------------------------------
   RANGE OF                                      AGGREGATE          % OF
 CUT-OFF DATE                     NUMBER OF    CUT-OFF DATE         LOAN
   DATE LTV                        MORTGAGE      PRINCIPAL         GROUP 1
  RATIOS (%)                        LOANS       BALANCE ($)        BALANCE
----------------------------------------------------------------------------
  32.2 -- 50.0                        18      $   130,265,438        3.5%
  50.1 -- 60.0                        19          253,130,212        6.8%
  60.1 -- 65.0                        22          325,813,408        8.7%
  65.1 -- 70.0                        47          829,516,824       22.2%
  70.1 -- 75.0                        46          664,090,570       17.8%
  75.1 -- 77.5                        32          481,510,775       12.9%
  77.6 -- 80.0                        46        1,041,641,341       27.9%
  80.1 -- 83.0                         1            6,900,000        0.2%
----------------------------------------------------------------------------
  TOTAL                              231      $ 3,732,868,568      100.0%
----------------------------------------------------------------------------
  MIN:32.2%                       MAX:80.2%                 WTD. AVG.70.8%
----------------------------------------------------------------------------

MATURITY DATE OR ARD LOAN-TO-VALUE RATIO (%)
----------------------------------------------------------------------------
     RANGE OF                                    AGGREGATE          % OF
   MATURITY DATE                  NUMBER OF    CUT-OFF DATE         LOAN
    OR ARD LTV                     MORTGAGE      PRINCIPAL         GROUP 1
    RATIOS (%)                      LOANS       BALANCE ($)        BALANCE
----------------------------------------------------------------------------
  Fully Amortizing                     2      $    11,178,118        0.3%
  27.5 -- 50.0                        25      $   159,485,143        4.3%
  50.1 -- 55.0                        16          219,819,262        5.9%
  55.1 -- 60.0                        30          278,978,659        7.5%
  60.1 -- 62.4                        21          230,111,219        6.2%
  62.5 -- 65.0                        38          732,958,951       19.6%
  65.1 -- 67.4                        22          334,706,832        9.0%
  67.5 -- 70.0                        24          328,202,014        8.8%
  70.1 -- 78.9                        53        1,437,428,371       38.5%
----------------------------------------------------------------------------
  TOTAL                              231      $ 3,732,868,568      100.0%
----------------------------------------------------------------------------
  MIN:27.5%                       MAX:78.9%                 WTD. AVG.66.8%
----------------------------------------------------------------------------

ORIGINAL TERM TO MATURITY OR ARD (MOS)
----------------------------------------------------------------------------
    RANGE OF                                     AGGREGATE          % OF
 ORIGINAL TERMS                   NUMBER OF    CUT-OFF DATE         LOAN
   TO MATURITY                     MORTGAGE      PRINCIPAL         GROUP 1
     (MOS.)                         LOANS       BALANCE ($)        BALANCE
----------------------------------------------------------------------------
   60 --  60                          20      $   907,532,640       24.3%
   61 --  84                           1            2,397,624        0.1%
   85 -- 121                         207        2,805,760,187       75.2%
  122 -- 180                           3           17,178,118        0.5%
----------------------------------------------------------------------------
  TOTAL                              231      $ 3,732,868,568      100.0%
----------------------------------------------------------------------------
  MIN:60                          MAX:180                    WTD. AVG.106
----------------------------------------------------------------------------

REMAINING TERM TO MATURITY OR ARD (MOS)
----------------------------------------------------------------------------
   RANGE OF
  REMAINING                                      AGGREGATE          % OF
    TERMS                         NUMBER OF    CUT-OFF DATE         LOAN
 TO MATURITY                       MORTGAGE      PRINCIPAL         GROUP 1
    (MOS.)                          LOANS       BALANCE ($)        BALANCE
----------------------------------------------------------------------------
   54 --  60                          20      $   907,532,640       24.3%
   61 --  84                           1            2,397,624        0.1%
   85 -- 121                         207        2,805,760,187       75.2%
  122 -- 178                           3           17,178,118        0.5%
----------------------------------------------------------------------------
  TOTAL                              231      $ 3,732,868,568      100.0%
----------------------------------------------------------------------------
  MIN:54                          MAX:178                    WTD. AVG.104
----------------------------------------------------------------------------

REMAINING PARTIAL IO TERM (MOS)
----------------------------------------------------------------------------
  RANGE OF                                       AGGREGATE          % OF
  REMAINING                       NUMBER OF    CUT-OFF DATE         LOAN
 PARTIAL IO                        MORTGAGE      PRINCIPAL         GROUP 1
    TERMS                           LOANS       BALANCE ($)        BALANCE
----------------------------------------------------------------------------
   9 -- 12                             9      $   116,080,000        3.1%
  13 -- 24                            24          177,915,000        4.8%
  25 -- 36                            30          391,587,624       10.5%
  37 -- 54                             4           81,350,000        2.2%
  55 -- 60                            27          487,615,000       13.1%
----------------------------------------------------------------------------
  TOTAL                               94      $ 1,254,547,624       33.6%
----------------------------------------------------------------------------
  MIN:9 MOS.                      MAX:60 MOS.              WTD. AVG.41 MOS.
----------------------------------------------------------------------------

PROPERTY STATE/LOCATION
----------------------------------------------------------------------------
                                                 AGGREGATE           % OF
                                  NUMBER OF    CUT-OFF DATE          LOAN
                                  MORTGAGED      PRINCIPAL         GROUP 1
 STATE/LOCATION                   PROPERTIES    BALANCE ($)        BALANCE
----------------------------------------------------------------------------
  California                          75      $ 1,050,938,063       28.2%
   Southern                           53          750,576,843       20.1%
   Northern                           22          300,361,220        8.0%
  Texas                               26          418,286,928       11.2%
  Illinois                             9          434,292,848       11.6%
  Virginia                             5          180,190,000        4.8%
  Other(a)                           169        1,649,160,729       44.2%
----------------------------------------------------------------------------
  TOTAL                              284      $ 3,732,868,568       100.0%
----------------------------------------------------------------------------

(a)  Includes 35 States and D.C.

PROPERTY TYPE
----------------------------------------------------------------------------
                                                 AGGREGATE           % OF
                                  NUMBER OF    CUT-OFF DATE          LOAN
        PROPERTY                  MORTGAGED      PRINCIPAL         GROUP 1
          TYPE                    PROPERTIES    BALANCE ($)        BALANCE
----------------------------------------------------------------------------
  Retail                             148      $ 2,182,107,348       58.5%
  Hospitality                         37          395,791,650       10.6%
  Office                              42          748,166,898       20.0%
  Industrial                           9           86,584,256        2.3%
  Mixed Use                           16          147,579,505        4.0%
  Self Storage                        17           72,914,436        2.0%
  Multifamily                         11           77,851,294        2.1%
  Manufactured Housing                 2           14,500,000        0.4%
  Other                                2            7,373,181        0.2%
----------------------------------------------------------------------------
  TOTAL                              284      $ 3,732,868,568       100.0%
----------------------------------------------------------------------------

AMORTIZATION TYPES
----------------------------------------------------------------------------
                                                 AGGREGATE          % OF
                                  NUMBER OF    CUT-OFF DATE         LOAN
    AMORTIZATION                   MORTGAGE      PRINCIPAL         GROUP 1
        TYPES                       LOANS       BALANCE ($)        BALANCE
----------------------------------------------------------------------------
  Interest Only                       47      $ 1,661,725,000       44.5%
  IO-Balloon                          94        1,254,547,624       33.6%
  Balloon                             88          805,417,827       21.6%
  Fully Amortizing                     2           11,178,118        0.3%
----------------------------------------------------------------------------
  TOTAL                              231      $ 3,732,868,568       100.0%
----------------------------------------------------------------------------

REMAINING STATED AMORTIZATION TERM (MOS)
----------------------------------------------------------------------------
    RANGE OF
   REMAINING
     STATED                                     AGGREGATE           % OF
  AMORTIZATION                    NUMBER OF   CUT-OFF DATE          LOAN
     TERMS                         MORTGAGE     PRINCIPAL          GROUP 1
     (MOS.)                         LOANS      BALANCE ($)         BALANCE
----------------------------------------------------------------------------
  Interest Only                       47      $ 1,661,725,000       44.5%
  178 -- 240                           6           24,878,594        0.7%
  241 -- 300                           9           82,784,979        2.2%
  301 -- 360                         163        1,847,915,414       49.5%
  361 -- 420                           6          115,564,581        3.1%
----------------------------------------------------------------------------
  TOTAL                              231      $ 3,732,868,568      100.0%
----------------------------------------------------------------------------
  MIN:178                         MAX:420                    WTD. AVG.358
----------------------------------------------------------------------------


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       13



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

SELECT CHARACTERISTICS OF LOAN GROUP 2
--------------------------------------------------------------------------------

CUT-OFF DATE BALANCE ($)
----------------------------------------------------------------------------
                                                 AGGREGATE          % OF
           RANGE OF               NUMBER OF    CUT-OFF DATE         LOAN
         CUT-OFF DATE              MORTGAGE      PRINCIPAL         GROUP 2
    PRINCIPAL BALANCES ($)          LOANS       BALANCE ($)        BALANCE
----------------------------------------------------------------------------
     914,000 --   3,999,999           16      $    39,932,803        5.1%
   4,000,000 --   5,999,999            9           47,762,602        6.0%
   6,000,000 --   8,999,999            7           53,470,660        6.8%
   9,000,000 --  10,999,999            2           18,135,000        2.3%
  11,000,000 --  12,999,999            2           23,799,522        3.0%
  13,000,000 --  14,999,999            5           71,350,000        9.0%
  15,000,000 --  19,999,999            2           36,300,000        4.6%
  20,000,000 -- 387,500,000            5          499,090,000       63.2%
----------------------------------------------------------------------------
  TOTAL                               48      $   789,840,587      100.0%
----------------------------------------------------------------------------
  MIN: $914,000             MAX: $387,500,000            AVG. $16,455,012
----------------------------------------------------------------------------

DEBT SERVICE COVERAGE RATIO(1) (X)
----------------------------------------------------------------------------
                                                 AGGREGATE          % OF
                                  NUMBER OF    CUT-OFF DATE         LOAN
    RANGE OF                       MORTGAGE      PRINCIPAL         GROUP 2
  OF DSCRS (X)                      LOANS       BALANCE ($)        BALANCE
----------------------------------------------------------------------------
  1.12 -- 1.19                         8      $   121,442,217       15.4%
  1.20 -- 1.24                        24          155,745,605       19.7%
  1.25 -- 1.29                         9           87,315,025       11.1%
  1.30 -- 1.39                         6          420,044,874       53.2%
  1.40 -- 1.43                         1            5,292,867        0.7%
----------------------------------------------------------------------------
  TOTAL                               48      $   789,840,587      100.0%
----------------------------------------------------------------------------
  MIN: 1.12X                      MAX: 1.43X              WTD. AVG. 1.29X
----------------------------------------------------------------------------

MORTGAGE RATE (%)
----------------------------------------------------------------------------
                                                 AGGREGATE          % OF
      RANGE OF                    NUMBER OF    CUT-OFF DATE         LOAN
      MORTGAGE                     MORTGAGE      PRINCIPAL         GROUP 2
      RATES (%)                     LOANS       BALANCE ($)        BALANCE
----------------------------------------------------------------------------
  4.6500 -- 5.7999                     6      $    80,415,611       10.2%
  5.8000 -- 5.9999                    11           84,451,901       10.7%
  6.0000 -- 6.1999                    14          522,360,562       66.1%
  6.2000 -- 6.2999                     8           69,276,628        8.8%
  6.3000 -- 6.8000                     9           33,335,885        4.2%
----------------------------------------------------------------------------
  TOTAL                               48      $   789,840,587      100.0%
----------------------------------------------------------------------------
  MIN: 4.6500                     MAX: 6.8000            WTD. AVG. 6.0287
----------------------------------------------------------------------------

CUT-OFF DATE LOAN-TO-VALUE RATIO (%)
----------------------------------------------------------------------------
                                                 AGGREGATE          % OF
    RANGE OF                      NUMBER OF    CUT-OFF DATE         LOAN
  CUT-OFF DATE                     MORTGAGE      PRINCIPAL         GROUP 2
 LTV RATIOS (%)                     LOANS       BALANCE ($)        BALANCE
----------------------------------------------------------------------------
  49.9 -- 69.9                        17      $   516,505,096       65.4%
  70.0 -- 72.4                         3           25,292,005        3.2%
  72.5 -- 74.9                         7           37,779,564        4.8%
  75.0 -- 77.4                        10          103,452,363       13.1%
  77.5 -- 83.0                        11          106,811,558       13.5%
----------------------------------------------------------------------------
  TOTAL                               48      $   789,840,587      100.0%
----------------------------------------------------------------------------
  MIN: 49.9%                      MAX: 83.0%               WTD  AVG. 66.0%
----------------------------------------------------------------------------

MATURITY DATE OR ARD LOAN-TO-VALUE RATIO (%)
----------------------------------------------------------------------------
    RANGE OF                                     AGGREGATE          % OF
  MATURITY DATE                   NUMBER OF    CUT-OFF DATE         LOAN
   OR ARD LTV                      MORTGAGE      PRINCIPAL         GROUP 2
   RATIOS (%)                       LOANS       BALANCE ($)        BALANCE
----------------------------------------------------------------------------
  41.7 -- 60.0                        16      $   496,982,227       62.9%
  60.1 -- 65.0                         5           37,362,031        4.7%
  65.1 -- 75.0                        23          194,741,129       24.7%
  75.1 -- 77.5                         2            5,555,200        0.7%
  77.6 -- 80.0                         2           55,200,000        7.0%
----------------------------------------------------------------------------
  TOTAL                               48      $   789,840,587      100.0%
----------------------------------------------------------------------------
  MIN: 41.7%                      MAX: 80.0%               WTD  AVG. 62.9%
----------------------------------------------------------------------------

ORIGINAL TERM TO MATURITY OR ARD (MOS)
----------------------------------------------------------------------------
    RANGE OF                                     AGGREGATE          % OF
 ORIGINAL TERMS                   NUMBER OF    CUT-OFF DATE         LOAN
   TO MATURITY                    MORTGAGE       PRINCIPAL         GROUP 2
     (MOS.)                         LOANS       BALANCE ($)        BALANCE
----------------------------------------------------------------------------
   60 --  60                           5      $    27,635,347        3.5%
   85 -- 121                          42          760,295,114       96.3%
  122 -- 216                           1            1,910,126        0.2%
----------------------------------------------------------------------------
  TOTAL                               48      $   789,840,587      100.0%
----------------------------------------------------------------------------
  MIN: 60                         MAX: 216                     WTD. AVG. 118
----------------------------------------------------------------------------

REMAINING TERM TO MATURITY OR ARD (MOS)
----------------------------------------------------------------------------
     RANGE OF                                    AGGREGATE          % OF
 REMAINING TERMS                  NUMBER OF    CUT-OFF DATE         LOAN
   TO MATURITY                     MORTGAGE      PRINCIPAL         GROUP 2
      (MOS.)                        LOANS       BALANCE ($)        BALANCE
----------------------------------------------------------------------------
   55 --  60                           5      $    27,635,347        3.5%
   84 -- 120                          42          760,295,114       96.3%
  121 -- 213                           1            1,910,126        0.2%
----------------------------------------------------------------------------
  TOTAL                               48      $   789,840,587      100.0%
----------------------------------------------------------------------------
  MIN: 55                          MAX: 213                  WTD. AVG. 115
----------------------------------------------------------------------------

REMAINING PARTIAL IO TERM (MOS)
----------------------------------------------------------------------------
      RANGE OF                                   AGGREGATE          % OF
 REMAINING PARTIAL                NUMBER OF    CUT-OFF DATE         LOAN
      IO TERM                      MORTGAGE      PRINCIPAL         GROUP 2
       (MOS.)                       LOANS       BALANCE ($)        BALANCE
----------------------------------------------------------------------------
   9 -- 24                             6      $    49,634,000        6.3%
  25 -- 36                             9           80,600,200       10.2%
  37 -- 59                             8          101,700,000       12.9%
----------------------------------------------------------------------------
  TOTAL                               23      $   231,934,200       29.4%
----------------------------------------------------------------------------
  MIN: 9 MOS.                     MAX: 59 MOS.             WTD. AVG. 39 MOS.
----------------------------------------------------------------------------

PROPERTY STATE/LOCATION
----------------------------------------------------------------------------
                                                 AGGREGATE           % OF
                                  NUMBER OF    CUT-OFF DATE          LOAN
                                  MORTGAGED      PRINCIPAL          GROUP 2
   LOCATION                       PROPERTIES    BALANCE ($)         BALANCE
----------------------------------------------------------------------------
  California                           5      $   424,688,160       53.8%
  Texas                               14          125,925,130       15.9%
  New York                             2           42,870,000        5.4%
  Nevada                               3           31,827,922        4.0%
  Missouri                             2           30,732,016        3.9%
  Other(a)                            28          133,797,359       16.9%
----------------------------------------------------------------------------
  TOTAL                               54      $   789,840,587      100.0%
----------------------------------------------------------------------------

(a)  Includes 16 states

PROPERTY TYPE
----------------------------------------------------------------------------
                                                 AGGREGATE           % OF
                                  NUMBER OF    CUT-OFF DATE          LOAN
        PROPERTY                  MORTGAGED      PRINCIPAL           GROUP 2
          TYPE                    PROPERTIES    BALANCE ($)         BALANCE
----------------------------------------------------------------------------
  Multifamily                         50      $   768,643,070       97.3%
  Manufactured Housing                 4           21,197,516        2.7%
----------------------------------------------------------------------------
  TOTAL                               54      $   789,840,587      100.0%
----------------------------------------------------------------------------

AMORTIZATION TYPES
----------------------------------------------------------------------------
                                                AGGREGATE           % OF
                                  NUMBER OF   CUT-OFF DATE          LOAN
   AMORTIZATION                    MORTGAGE     PRINCIPAL          GROUP 2
      TYPES                         LOANS      BALANCE ($)         BALANCE
----------------------------------------------------------------------------
  IO-Balloon                          23      $   231,934,200       29.4%
  Balloon                             21          106,206,387       13.4%
  Interest Only                        4          451,700,000       57.2%
----------------------------------------------------------------------------
  TOTAL                               48      $   789,840,587      100.0%
----------------------------------------------------------------------------

REMAINING STATED AMORTIZATION TERM (MOS)
----------------------------------------------------------------------------
     RANGE OF                                   AGGREGATE           % OF
 REMAINING STATED                 NUMBER OF   CUT-OFF DATE          LOAN
   AMORTIZATION                    MORTGAGE     PRINCIPAL          GROUP 2
   TERMS (MOS.)                     LOANS      BALANCE ($)         BALANCE
----------------------------------------------------------------------------
  Interest Only                        4      $   451,700,000       57.2%
  299 -- 360                          40          287,268,948       36.4%
  361 -- 420                           4           50,871,639        6.4%
----------------------------------------------------------------------------
  TOTAL                               48      $   789,840,587      100.0%
----------------------------------------------------------------------------
  MIN: 299                        MAX: 420                   WTD. AVG  366
----------------------------------------------------------------------------


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.


                                       14



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

RELEVANT SPONSOR CONCENTRATIONS

KIMCO



--------------------------------------------------------------------------------------------------------------------------------
                                                           CUT-OFF DATE                                      CUT-OFF
  LOAN                                              LOAN    PRINCIPAL                                UW      DATE LTV   PROPERTY
   NO.  LOAN NAME                                  GROUP     BALANCE        % IPB    SIZE (SF)      DSCR      RATIO       TYPE
--------------------------------------------------------------------------------------------------------------------------------

   14   Anaheim Plaza ..........................     1     $ 61,750,000      1.4%     345,708       1.43x      67.5%     Retail
   15   Sahara Pavilion North ..................     1       56,250,000      1.2      333,679       1.40       72.1      Retail
   20   Pavillions Place .......................     1       45,600,000      1.0      208,660       1.47       64.5      Retail
   21   Olympia Place ..........................     1       44,200,000      1.0      114,733       1.38       64.1      Retail
   29   Larwin Square ..........................     1       33,200,000      0.7      195,936       1.48       61.3      Retail
   32   Pine Creek Shopping Center .............     1       31,100,000      0.7      217,535       1.49       70.2      Retail
   33   Frontier Village .......................     1       30,900,000      0.7      199,937       1.46       71.9      Retail
   34   Country Fair Shopping Center ...........     1       28,550,000      0.6      168,264       1.53       76.8      Retail
   37   Rheem Valley Shopping Center ...........     1       25,750,000      0.6      163,975       1.40       69.1      Retail
   39   Brookhurst Center ......................     1       25,500,000      0.6      185,247       1.49       60.6      Retail
   44   Lakewood Village .......................     1       23,290,000      0.5      126,103       1.48       61.3      Retail
   46   San Dimas Marketplace ..................     1       22,500,000      0.5      154,020       1.80       56.3      Retail
   49   Marina Village .........................     1       21,600,000      0.5      149,107       1.46       60.4      Retail
   52   Plaza 580 Shopping Center ..............     1       21,040,000      0.5      104,363       1.54       56.0      Retail
   61   Brookvale Center .......................     1       19,300,000      0.4      131,242       1.43       65.9      Retail
   65   Square One Shopping Center .............     1       18,640,000      0.4      197,731       1.20       80.0      Retail
   66   Gateway Shopping Center ................     1       18,500,000      0.4       96,671       1.52       68.5      Retail
   68   La Verne Town Center ...................     1       18,200,000      0.4      231,376       1.37       70.0      Retail
   71   Fashion Faire Place ....................     1       17,150,000      0.4       95,255       1.44       66.0      Retail
   72   Caughlin Ranch Shopping Center .........     1       16,800,000      0.4      113,488       1.55       68.6      Retail
   74   Cable Park Center ......................     1       16,700,000      0.4      160,811       1.44       64.2      Retail
   97   Olympia West Center ....................     1       14,000,000      0.3       69,212       1.43       77.8      Retail
  101   Lakewood Shopping Center ...............     1       13,800,000      0.3      107,769       1.42       64.2      Retail
  114   Sycamore Plaza .........................     1       11,825,000      0.3      105,085       1.36       67.6      Retail
  136   Northridge Plaza .......................     1        8,700,000      0.2       98,625       1.81       50.0      Retail
  164   East Burnside Plaza ....................     1        6,295,000      0.1       38,363       1.52       67.7      Retail
                                                           ------------     ----    ---------       ----       ----
                                                           $651,140,000     14.4%   4,112,895       1.46X      66.7%


GENERAL GROWTH PROPERTIES



---------------------------------------------------------------------------------------------------------------------------------
                                                            CUT-OFF DATE                                       CUT-OFF
 LOAN                                               LOAN     PRINCIPAL                               UW       DATE LTV   PROPERTY
  NO.   LOAN NAME                                  GROUP      BALANCE       % IPB    SIZE (SF)      DSCR        RATIO      TYPE
---------------------------------------------------------------------------------------------------------------------------------

    9   First Colony Mall ......................     1     $ 194,612,784      4.3%     416,081       1.16x      69.5%     Retail
   10   Pinnacle Hills Promenade ...............     1       140,000,000      3.1      425,965       1.38       78.9      Retail
   18   Northgate Mall .........................     1        46,364,964      1.0      822,776       1.23       79.3      Retail
                                                           -------------      ---    ---------       ----       ----
                                                           $ 380,977,747      8.4%   1,664,822       1.25X      74.1%


YPI



---------------------------------------------------------------------------------------------------------------------------------
                                                            CUT-OFF DATE                                       CUT-OFF
 LOAN                                                LOAN    PRINCIPAL                                UW      DATE LTV   PROPERTY
  NO.   LOAN NAME                                   GROUP     BALANCE        % IPB    SIZE (SF)      DSCR       RATIO      TYPE
---------------------------------------------------------------------------------------------------------------------------------

   3    200 North LaSalle ......................      1    $  92,000,000      2.0%     629,040       1.34x      76.6%     Office
   4    Energy Square I & II ...................      1       47,900,000      1.1      611,964       1.34       76.6      Office
   5    Bannockburn Corporate Center ...........      1       28,800,000      0.6      205,402       1.34       76.6      Office
   6    6688 North Central .....................      1       28,000,000      0.6      296,624       1.34       76.6      Office
   7    1600 Corporate Center ..................      1       18,900,000      0.4      254,448       1.34       76.6      Office
   8    Kensington Corporate Center ............      1        8,800,000      0.2       86,107       1.34       76.6      Office
                                                           -------------      ---    ---------       ----       ----
                                                           $ 224,400,000      5.0%   2,083,585       1.34X      76.6%



This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.


                                       15



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

MORTGAGE POOL PREPAYMENT PROFILE



----------------------------------------------------------------------------------
                    PERCENT OF REMAINING BALANCE ANALYSIS(1)

                                              % OF REM      % OF REM     % OF REM
                                              MORTGAGE      MORTGAGE     MORTGAGE
                                                POOL          POOL         POOL
                          COLLATERAL           BALANCE      BALANCE      BALANCE
  PERIOD    LOANS           BALANCE         LOCKOUT/DEF(2)    YM(3)     6.00% PEN.
----------------------------------------------------------------------------------

6/1/2007     280       $4,516,701,466.85        94.84%         5.16%       0.00%
6/1/2008     280       $4,503,611,115.55        94.52%         5.48%       0.00%
6/1/2009     280       $4,487,509,179.90        84.39%        15.61%       0.00%
6/1/2010     280       $4,466,940,634.40        83.38%        16.62%       0.00%
6/1/2011     280       $4,424,991,530.18        74.81%        16.83%       0.00%
6/1/2012     255       $3,497,614,504.24        84.51%        15.49%       0.00%
6/1/2013     255       $3,467,342,811.42        84.37%        15.57%       0.00%
6/1/2014     254       $3,433,021,504.95        83.78%        15.66%       0.00%
6/1/2015     254       $3,398,865,209.44        83.48%        15.75%       0.00%
6/1/2016     249       $3,238,976,029.81        71.94%         3.08%       0.00%
6/1/2017      4        $   11,304,393.72       100.00%         0.00%       0.00%
6/1/2018      4        $    5,246,407.77       100.00%         0.00%       0.00%
6/1/2019      3        $    4,238,411.14       100.00%         0.00%       0.00%
6/1/2020      3        $    3,161,968.50       100.00%         0.00%       0.00%
6/1/2021      3        $    2,011,084.97       100.00%         0.00%       0.00%
6/1/2022      1        $    1,392,098.52       100.00%         0.00%       0.00%
6/1/2023      1        $    1,336,954.06       100.00%         0.00%       0.00%
6/1/2024      1        $    1,278,302.00         0.00%         0.00%       0.00%


----------------------------------------------------------------------------------------------------
             % OF REM     % OF REM      % OF REM    % OF REM     % OF REM     % OF REM
             MORTGAGE     MORTGAGE      MORTGAGE    MORTGAGE     MORTGAGE     MORTGAGE
               POOL         POOL          POOL        POOL         POOL         POOL
             BALANCE      BALANCE       BALANCE     BALANCE      BALANCE      BALANCE
  PERIOD    5.00% PEN.   4.00% PEN.    3.00% PEN.  2.00% PEN.   1.00% PEN.      OPEN         TOTAL
----------------------------------------------------------------------------------------------------

6/1/2007      0.00%        0.00%         0.00%       0.00%        0.00%         0.00%       100.00%
6/1/2008      0.00%        0.00%         0.00%       0.00%        0.00%         0.00%       100.00%
6/1/2009      0.00%        0.00%         0.00%       0.00%        0.00%         0.00%       100.00%
6/1/2010      0.00%        0.00%         0.00%       0.00%        0.00%         0.00%       100.00%
6/1/2011      0.00%        0.00%         0.00%       0.00%        0.00%         8.36%       100.00%
6/1/2012      0.00%        0.00%         0.00%       0.00%        0.00%         0.00%       100.00%
6/1/2013      0.00%        0.00%         0.00%       0.00%        0.00%         0.06%       100.00%
6/1/2014      0.00%        0.00%         0.00%       0.00%        0.00%         0.57%       100.00%
6/1/2015      0.00%        0.00%         0.00%       0.00%        0.00%         0.78%       100.00%
6/1/2016      0.00%        0.00%         0.00%       0.00%        0.00%        24.98%       100.00%
6/1/2017      0.00%        0.00%         0.00%       0.00%        0.00%         0.00%       100.00%
6/1/2018      0.00%        0.00%         0.00%       0.00%        0.00%         0.00%       100.00%
6/1/2019      0.00%        0.00%         0.00%       0.00%        0.00%         0.00%       100.00%
6/1/2020      0.00%        0.00%         0.00%       0.00%        0.00%         0.00%       100.00%
6/1/2021      0.00%        0.00%         0.00%       0.00%        0.00%         0.00%       100.00%
6/1/2022      0.00%        0.00%         0.00%       0.00%        0.00%         0.00%       100.00%
6/1/2023      0.00%        0.00%         0.00%       0.00%        0.00%         0.00%       100.00%
6/1/2024      0.00%        0.00%         0.00%       0.00%        0.00%       100.00%       100.00%


____________________________
(1)   Calculated assuming that no mortgage loan prepays, defaults or is
      repurchased prior to stated maturity (except that mortgage loans with
      anticipated repayment dates (ARD loans) are assumed to prepay on their
      anticipated repayment dates). Otherwise calculated based on Modeling
      Assumptions to be described in the offering prospectus.

(2)   Mortgage loans included in this category are locked out from prepayment,
      but may include periods during which defeasance is permitted.

(3)   Mortgage Loans that permit either defeasance or prepayment with yield
      maintenance and mortgage loans that require defeasance if the cost of
      defeasance is less than yield maintenances are treated herein as yield
      maintenance loans.

TEN LARGEST MORTGAGE LOANS AND/OR GROUPS OF CROSS-COLLATERALIZED MORTGAGE LOANS



-------------------------------------------------------------------------------------------------
                                                         NUMBER OF
                                                         MORTGAGE
                                                          LOANS/                         SHADOW
                                                         MORTGAGED    CUT-OFF DATE       RATING
                                            MORTGAGE       REAL        PRINCIPAL        MOODY'S/
NO.                LOAN NAME              LOAN SELLER   PROPERTIES      BALANCE           S&P
-------------------------------------------------------------------------------------------------

1.      Park La Brea Apartments               IXIS        1    1     $  387,500,000
2.      Beacon Office Portfolio               MLML        1    2        225,000,000
3.      YPI Transwestern Portfolio            CRF         6    7        224,400,000
4.      First Colony Mall                     MLML        1    1        194,612,784
5.      Pinnacle Hills Promenade              MLML        1    1        140,000,000
6.      Central Park Shopping Center          IXIS        1    1        125,000,000
7.      Georgetown Renaissance Portfolio      MLML        1   18        100,000,000
8.      Konover Hotel Portfolio               MLML        1   15         67,000,000
9.      Anaheim Plaza                         MLML        1    1         61,750,000
10.     Sahara Pavilion North                 MLML        1    1         56,250,000
                                                         --   --     --------------
        TOTAL/WTD. AVG.                                  15   48     $1,581,512,784
                                                         ==   ==     ==============


-----------------------------------------------------------------------------------------------------------------------
                                             % OF
                                           INITIAL
                                           MORTGAGE                                                          CUT-OFF
                                             POOL      PROPERTY      PROPERTY    LOAN BALANCE     DSCR       DATE LTV
NO.                LOAN NAME               BALANCE       TYPE         SIZE(1)     PER SF/UNIT    (X)(2)    RATIO (%)(2)
-----------------------------------------------------------------------------------------------------------------------

1.      Park La Brea Apartments                8.6%   Multifamily        4,238      $182,869      1.37        59.6
2.      Beacon Office Portfolio                5.0      Office       1,367,594           165      1.21        77.6
3.      YPI Transwestern Portfolio             5.0      Office       2,083,585           108      1.34        76.6
4.      First Colony Mall                      4.3      Retail         416,081           468      1.16        69.5
5.      Pinnacle Hills Promenade               3.1      Retail         425,965           329      1.38        78.9
6.      Central Park Shopping Center           2.8      Retail         665,487           188      1.32        78.6
7.      Georgetown Renaissance Portfolio       2.2      Various        303,059           330      1.31        51.0
8.      Konover Hotel Portfolio                1.5    Hospitality        1,103        60,743      1.42        74.4
9.      Anaheim Plaza                          1.4      Retail         345,708           179      1.43        67.5
10.     Sahara Pavilion North                  1.2      Retail         333,679           169      1.40        72.1
                                              ----                                                ----        ----
        TOTAL/WTD. AVG.                       35.0%                                               1.32X       69.8
                                              ====                                                ====        ====


____________________________
(1)   Property size is indicated in rooms (for hospitality properties), in
      dwelling units (for multifamily properties) and square feet for all other
      property types.

(2)   With respect to Loan No. 3, calculated using stabilized appraised value.
      With respect to Loan Nos. 1, 4, 5 and 8, calculated using stabilized cash
      flows.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       16



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

PARK LA BREA APARTMENTS


                                 [PHOTO OMITTED]


--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                           1
Location (City/State)                                           Los Angeles, CA
Property Type                                                       Multifamily
Size (Units)                                                              4,238
Percentage Physical Occupancy as of June 28, 2006                         96.6%
Year Built                                                                 1943
Year Renovated                                                             1996
Appraisal Value                                                  $1,300,000,000
# of Tenant Leases                                                        4,093
Average Monthly Rent Per Unit                                            $1,652
Underwritten Economic Occupancy                                           96.1%
Underwritten Revenues                                               $93,933,103
Underwritten Total Expenses                                         $27,761,774
Underwritten Net Operating Income (NOI)                             $66,171,329
Underwritten Net Cash Flow (NCF)                                    $65,323,729

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


                                 [PHOTO OMITTED]


--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                              IXIS Real Estate Capital Inc.
Loan Group                                                                    2
Origination Date                                                August 10, 2006
Cut-off Date Principal Balance                                  $387,500,000(1)
Cut-off Date Loan Balance Per Unit                                  $182,869(1)
Percentage of Initial Mortgage Pool Balance                                8.6%
Number of Mortgage Loans                                                      1
Type of Security (Fee/Leasehold)                                            Fee
Mortgage Rate                                                           6.0700%
Amortization Type                                                 Interest Only
IO Period (Months)                                                          120
Original Term to Maturity/ARD (Months)                                      120
Original Amortization Term (Months)                                         NAP
                                                          LO(24)(2),YM(1),YM or
Original call protection                                           DEF(88),O(7)
Lockbox                                                        None at Closing,
                                                                 Springing Hard
Cut-off Date LTV Ratio(1)                                                 59.6%
LTV Ratio at Maturity or ARD(1)                                           59.6%
Underwritten DSCR on NOI(1)                                               1.39x
Underwritten DSCR on NCF(1)                                               1.37x
--------------------------------------------------------------------------------

(1)   The Park La Brea Apartments loan was originated in the amount of
      $775,000,000, of which $387,500,000 is included in the trust. A Pari-Passu
      fixed rate note in the amount of $387,500,000 was included in the J.P.
      Morgan Chase Commercial Mortgage Securities Trust 2006-LDP8
      securitization. Calculations of LTV, DSCR and Cut-off Date Loan Amount per
      Unit are based on the whole loan amount.

(2)   Defeasance lock-out period expires 24 months following the closing of the
      J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-LDP8
      securitization (which occurred on September 28, 2006).


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       17



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


                                  [MAP OMITTED]


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       18



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Park La Brea Apartments Loan") is evidenced by
a single promissory note and secured by a first mortgage encumbering in a 4,238
unit apartment complex (the "Park La Brea Apartments Property"), located in Los
Angeles, California.

The total financing amount of $775,000,000 is bifurcated into two pari-passu
notes (collectively, the "Park La Brea Apartments Whole Loan"): $387,500,000 A-2
note included in the trust and a $387,500,000 A-1 note that was included in the
J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-LDP8 securitization.

The principal balance of the Park La Brea Apartments Loan included in the trust
represents approximately 8.6% of the initial mortgage pool balance and
approximately 49.1% of the initial loan group 2 balance.

The Park La Brea Apartments Loan was originated on August 10, 2006 by IXIS Real
Estate Capital Inc. and has a remaining term of 116 months to its maturity date
on August 9, 2016. The Park La Brea Apartments Loan may be voluntarily prepaid
without payment of a prepayment premium on or after February 9, 2016 and permits
defeasance with United States government obligations beginning 2 years after the
closing of the J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-LDP8
securitization (which occurred on September 28, 2006).

THE PROPERTY. The Park La Brea Apartments Property is a 4,238-unit apartment
complex consisting of both garden style and high-rise buildings. In total, there
are 68 garden apartment buildings (26 clusters), 18 high-rise (tower) apartment
buildings, seven parking garages, one leasing office and two recreation
buildings. The garden apartment buildings were constructed between 1943 and
1951, while the tower buildings were constructed between 1950 and 1951. The net
rentable area is 4,112,655 square feet indicating an overall average unit size
of 970 square feet. The overall unit mix consists of 18 studio units; 1,517
one-bedroom units; 2,416 two-bedroom units; 271 three-bedroom units; and 16 four
bedroom units. The Park La Brea Apartments Property also provides an 8,200
square foot activities center that includes: an 84-seat theatre/multimedia room;
executive conference room; business center with online computer terminals, fax,
copier and printing services; flexible and fully-equipped meeting/event space;
fitness center; and the Curson Cafe, featuring coffee, baked goods and
sandwiches, and wi-fi connectivity. Additional amenities provided include: 6.8
miles of quiet private roads; 5 acres of parks, green belts and grassy fields; 5
miles of fitness trails; Jr. Olympic sized pool and spa; private bike path;
courtyards in garden blocks; resident community garden; putting green; outdoor
amphitheatre; beauty salon; dry cleaners; video store; two playgrounds; sand
volleyball court; 1,123 rental storage spaces; 24-hour patrol; 24-hour resident
service; and 24-hour manned gates.

The property also includes parking for 6,766 cars both outdoors and in seven
garages. 4,298 of these spaces are assigned to residents. Park La Brea
Apartments Property also offers 1,123 rental storage spaces.

The Park La Brea Apartments Property is regulated under the Los Angeles Rent
Stabilization Ordinance which is administered by the Los Angeles Housing
Department. Under the ordinance, a tenant's rent may only be increased once per
year by an amount between 3% and 8% based on the consumer price index. Since
July of 1993, the allowable increase has been 3%. The Park La Brea Apartments
Property is entitled to raise rents an additional 1% annually because gas is
provided centrally to residents. When a tenant moves out or is evicted, Park La
Brea Apartments Property may rent the vacated unit at market rates.

THE MARKET(1). The Park La Brea Apartments Property is located in the western
portion of Los Angeles, five miles west of the central business district and 10
miles east of the Pacific Ocean. Additionally, the Park La Brea Apartments
Property is immediately adjacent to the Grove Shopping Center, Farmers Market
and the Los Angeles County Museum of Art. Park La Brea Apartments is within a
short driving distance to most of the major employment and entertainment centers
of Los Angeles, including Downtown LA, Beverly Hills, Hollywood and Century
City.

The Los Angeles County apartment market has remained strong with vacancy rates
remaining below the 5% mark since the mid-1990s. As of the first quarter of
2006, the aggregate vacancy level for multi-family properties within Los Angeles
County was reported at 3.3% with an average rental rate of $1,275. Additionally,
the property's Marina Beverly Hills/West Hollywood/Park La Brea submarket
reported a vacancy rate of 6.1% with an average asking rent of $1,731. As of
June 28, 2006, the property reported a vacancy rate of 3.4% with a weighted
average rental rate of $1,652.

In Los Angeles County, from 2002 to 2004, completions of new apartment units
averaged between 750 to 1,200 units per quarter, which is below the number
needed to satisfy the Los Angeles region's needs. Developers added a decade high
of 4,839 units to the Los Angeles area in 2004, which consisted mainly of luxury
apartment complexes. This compares to the average annual pace of 2,620 units
delivered to the market from 1995 to 2005. As of year-end 2005, Los Angeles
County averaged approximately 391 units per quarter for a total of 1,563 units
added to the Los Angeles market for the year. This year-end 2005 number of
completions is the lowest the county has experienced in ten years. High land
prices, a lack of land for apartment construction, community resistance to new
construction, and a shortage of subsidies for new affordable rental housing have
limited the supply of new units coming on to the market in the Los Angeles
region.

THE BORROWER. The borrower is Prime/Park LaBrea Titleholder, LLC, a Delaware
limited liability company, a special purpose entity owned by Prime/Park LaBrea
Holdings, L.P., a California limited partnership. The borrower is a special
purpose entity organized solely for the purpose of engaging in the business of
owning the Park La Brea Apartments Property and entering into related financing
transactions.

____________________________
(1)   Certain information was obtained from the appraisal of the Park La Brea
      Apartments Property dated July 11, 2006. The appraisal relies upon many
      assumptions, and no representation is made as to the accuracy of the
      assumptions underlying appraisals.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       19



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

PROPERTY MANAGEMENT. The Park La Brea Apartments Property is managed by PLB
Management, LLC., an affiliate of the borrower.

LOCKBOX. The Park La Brea Apartments Loan requires a springing lockbox and
springing cash management. During a cash management period, the loan documents
require the borrower to direct tenants to pay their rents directly to a lockbox
account, and all funds on deposit in such lockbox account will be transferred to
a lender controlled account and will be applied in accordance with the loan
documents. A cash management period will commence upon the occurrence of an
event of default specified in the related mortgage loan documents and end 30
days after the date on which such event of default has been cured.

ESCROWS. The following escrow/reserve accounts have been established with
respect to the Park La Brea Apartments Loan:

--------------------------------------------------------------------------------
                                ESCROWS/RESERVES

TYPE:                                                   INITIAL         MONTHLY
--------------------------------------------------------------------------------
Taxes                                                  $1,582,063      $316,413
Insurance                                                $247,213      $123,607
Immediate Repairs                                              $0            $0
Capital Expenditures                                           $0            $0
Rollover Reserve                                               $0            $0
--------------------------------------------------------------------------------

ADDITIONAL DEBT. Any holder of any direct or indirect interests in the borrower
may obtain mezzanine financing (or preferred equity financing), provided (i) the
mezzanine loan is originated by a lender meeting certain criteria specified in
the Park La Brea Apartments loan documents, (ii) loan to value ratio after
taking into account to the mezzanine loan is less than 80% and (iii) the debt
service coverage ratio including the debt service on the mezzanine loan is equal
or greater than 1.10x. The lender of any permitted mezzanine financing must
enter into an intercreditor agreement in form substantially similar to the form
attached to the Park La Brea Apartments loan agreement or similar form
reasonably acceptable to the lender and the rating agencies. In addition, under
certain other circumstances, the direct and indirect equity holders of the
borrower and certain affiliates of the borrower are permitted to pledge their
respective equity interest in the borrower or certain affiliates of the
borrower, as applicable, to a lender meeting certain criteria specified in the
Park La Brea Apartments loan documents, subject to the satisfaction of certain
conditions set forth therein, including (i) such pledge not resulting in a
change in the manager of the property (unless a replacement manager meets
certain eligible criteria) and (ii) delivery of subordination agreements
required by the lender.

SEVERANCE\RELEASE. The borrower is allowed to obtain a release of the portion of
the property known as "East of Hauser" (the "East Hauser Property") securing the
Park La Brea Apartments Whole Loan without effecting a partial defeasance of the
Park La Brea Apartments Whole Loan or making a prepayment of principal provided
that, among other things, after giving effect to such release, (i) the
underwritten debt service coverage ratio shall not be less than 1.85x and (ii)
the loan to value ratio shall not be more than fifty percent (50%); provided,
however, if either of the foregoing financial conditions is not satisfied, the
borrower may effect a partial defeasance of the Park La Brea Apartments loan or
make a prepayment of principal in order to satisfy such financial conditions.

In addition, the borrower is allowed to obtain a release of the East Hauser
Property or a release of the portion of the property known as "West of Hauser"
in connection with (i) a sale of either property to a special purpose entity
meeting certain criteria set forth in the Park La Brea Apartments loan documents
or a conveyance of either property to an affiliate of the borrower (in either
case, the "Park La Brea Severed Property Borrower") and (ii) the assumption by
the Park La Brea Severed Property Borrower of a portion of the loan allocated to
such released property pursuant to the terms of the Park La Brea Apartments loan
documents and such loan documents as shall be required to reflect the terms of
the severed loan; provided that, among other things, (A) after giving effect to
the severance of the Park La Brea Apartments Whole Loan, (a) the underwritten
debt service coverage ratio of each loan shall not be less than 1.85x and (b)
the loan to value ratio of each loan shall not be more than 50%; provided,
however, that if either of the foregoing financial conditions is not satisfied,
the borrower may effect a partial defeasance of the Park La Brea Apartments
Whole Loan or make a prepayment of principal in order to satisfy such financial
conditions and (B) after giving effect to the severance of the Park La Brea
Apartments Whole Loan, the aggregate outstanding principal balance of the loans
is not less than 17% of the outstanding principal balance of the Park La Brea
Apartments Whole Loan immediately prior to the severance of the Park La Brea
Apartments Whole Loan.

The borrower is also allowed to obtain a release of the East Hauser Property by
(i) partially defeasing the Park La Brea Apartments Whole Loan in an amount
equal to $162,000,000 or (ii) making a partial prepayment of the Park La Brea
Apartments Whole Loan in an amount equal to $162,000,000; provided that, among
other things, after giving effect to such release, the underwritten debt service
coverage ratio being not less than the greater of (a) the underwritten debt
service coverage ratio on the closing date of the Park La Brea Apartments Whole
Loan and (b) the underwritten debt service coverage ratio immediately preceding
such release.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       20



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

BEACON OFFICE PORTFOLIO


                                 [PHOTO OMITTED]


--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                           2
Location (City/State)                                               Chicago, IL
Property Type                                                            Office
Size (Square Feet)                                                    1,367,594
Percentage Physical Occupancy as of September 1, 2006                     87.6%
Year Built                                                                 1965
Year Renovated                                                      1984 & 1999
Appraisal Value                                                    $290,000,000
# of Tenant Leases                                                          127
Average Rent Per Square Foot                                             $15.52
Underwritten Economic Occupancy                                           92.5%
Underwritten Revenues                                               $35,885,948
Underwritten Total Expenses                                         $17,575,771
Underwritten Net Operating Income (NOI)                             $18,310,177
Underwritten Net Cash Flow (NCF)                                    $16,710,628

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


                                 [PHOTO OMITTED]


--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                       MLML
Loan Group                                                                    1
Origination Date                                                October 3, 2006
Cut-off Date Principal Balance                                     $225,000,000
Cut-off Date Loan Balance Per SF                                           $165
Percentage of Initial Mortgage Pool Balance                                5.0%
Number of Mortgage Loans                                                      1
Type of Security (Fee/Leasehold)                                  Fee/Leasehold
Mortgage Rate                                                           6.0500%
Amortization Type                                                 Interest Only
IO Period (Months)                                                           60
Original Term to Maturity/ARD (Months)                                       60
Original Amortization Term (Months)                                         NAP
Original Call Protection                                  GRTR1% or YM(56),0(4)
Lockbox                                                                    Hard
Cut-off Date LTV Ratio                                                    77.6%
LTV Ratio at Maturity or ARD                                              77.6%
Underwritten DSCR on NOI                                                  1.33x
Underwritten DSCR on NCF                                                  1.21x
--------------------------------------------------------------------------------


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       21



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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------


                                  [MAP OMITTED]


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       22



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Beacon Office Portfolio Loan") is evidenced by
two promissory notes secured by two cross-collateralized and cross-defaulted
first priority mortgage liens encumbering two Class B office buildings
(collectively, the "Beacon Office Portfolio Properties") located in Chicago,
Illinois. One of the promissory notes evidencing the Beacon Office Portfolio
Loan (the "Beacon Office Portfolio A-Note") has an initial balance of
$200,000,000 and the other promissory note evidencing the Beacon Office
Portfolio Loan (the "Beacon Office Portfolio B-Note") has an initial principal
balance of $25,000,000. The Beacon Office Portfolio Loan represents
approximately 5.0% of the initial mortgage pool balance and approximately 6.0%
of the initial loan group 1 balance.

The Beacon Office Portfolio Loan was originated on October 3, 2006, and has a
principal balance as of the cut-off date of $225,000,000. The Beacon Office
Portfolio Loan has a remaining term of 59 months and a scheduled maturity date
of November 1, 2011. The Beacon Office Portfolio Loan is prepayable subject to a
prepayment penalty (except in the case of casualty or condemnation) equal to the
greater of 1% of the then outstanding principal balance of the Beacon Office
Portfolio Loan and yield maintenance (calculated using a discount rate equal to
the applicable U.S. Treasury Rate plus 25 basis points). Voluntary prepayment of
the Beacon Office Portfolio Loan is permitted on or after August 1, 2011 without
penalty.

THE PROPERTIES. The Beacon Office Portfolio Loan is secured by the fee and
leasehold interests in two 21-story urban office buildings totaling
approximately 1,367,594 net rentable square feet. The buildings are located on
full block parcels providing superior light and views and feature a landscaped
plaza and riverfront promenade. The floorplates feature column-free spans
allowing flexible space planning. The Beacon Office Portfolio Properties are
located directly between Union Station and the Ogilvie Transportation
Center/Northwestern Station and a short distance from the Chicago Transit
Authority elevated trains, offering commuter access within approximately two
blocks. The Beacon Office Portfolio Properties also offer interstate access via
Madison and Monroe streets. The Beacon Office Portfolio Properties are described
more thoroughly as follows:

10 South Riverside -- Developed in 1965 and renovated in 1999, 10 South
Riverside contains approximately 684,443 square feet of net rentable area
currently 80.6% leased and occupied. Zurich American signed leases totaling
112,174 square feet scheduled to commence May 1, 2007. Trizec Properties Inc.
("Trizec"), the former owner of the property, currently leases approximately 10%
of the space with a 30-day cancellation clause. The Beacon Office Portfolio Loan
features a $4 million ($59 psf of Trizec space) cash reserve to address any
future leasing expenses at the 10 South Riverside property.

The following table presents certain information relating to the major tenants
at the 10 South Riverside property:



------------------------------------------------------------------------------------------------------------------------------
                                                 MAJOR TENANT INFORMATION

                                                               CREDIT RATINGS     SQUARE        %         BASE        LEASE
 TENANT NAME                             PARENT COMPANY        (MOODY'S/S&P)(1)    FEET       OF GLA     RENT PSF    EXPIRATION
------------------------------------------------------------------------------------------------------------------------------

Zurich American(2)                 Zurich Financial Services       NR/A+          112,174(2)   16.4%    $16.89(2)    4/30/2017
Trizec Properties Inc.                                               NR            67,054       9.8%    $13.46      12/31/2014
Blackman Kallick Bartelstein                                         NR            56,983       8.0%    $16.27       1/31/2016
------------------------------------------------------------------------------------------------------------------------------


____________________________
(1)   Ratings provided are for the entity identified in the "Parent Company"
      column whether or not the Parent Company guarantees the lease.

(2)   Signed leases scheduled to commence May 1, 2007.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       23



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

120 South Riverside -- Developed in 1965 in conjunction with the construction
of 10 South Riverside, 120 South Riverside consists of 683,151 square feet of
net rentable area currently 94.5% leased and occupied. CDW Corporation ("CDW")
is the property's largest tenant leasing 26% of the space. Given CDW's
significant presence, the building is also known as the CDW Plaza. CDW signed
leases totaling 35,992 sf of expansion space scheduled to commence January 1,
2007. CDW has an option to lease an additional floor (approximately 5% of the
building's net rentable area) that is currently being occupied by State of
Illinois and World Ability Federation.

The following table presents certain information relating to the major tenants
at the 120 South Riverside property:



---------------------------------------------------------------------------------------------------------------------------
                                                 MAJOR TENANT INFORMATION

                                        PARENT       CREDIT RATINGS                                BASE RENT       LEASE
 TENANT NAME                           COMPANY      (MOODY'S/S&P)(1)    SQUARE FEET    % OF GLA       PSF       EXPIRATION
---------------------------------------------------------------------------------------------------------------------------

CDW(2)                                                     NR            179,960(2)     26.3%       $13.25       5/31/2021
Arnstein & Lehr                                            NR             94,170        13.8%       $10.00       3/31/2018
Hewitt Associates LLC                                      NR             73,301        10.7%       $19.10       4/30/2010
---------------------------------------------------------------------------------------------------------------------------


The following table presents certain information relating to the lease rollover
schedule for the Beacon Properties.



---------------------------------------------------------------------------------------------------------------------------
                                                LEASE ROLLOVER SCHEDULE(3)

                                                                                                                 CUMULATIVE
            NUMBER OF     SQUARE                                % OF                   CUMULATIVE   CUMULATIVE      % OF
              LEASES       FEET      % OF GLA    BASE RENT   BASE RENT   CUMULATIVE       % OF       BASE RENT   BASE RENT
YEAR         EXPIRING    EXPIRING    EXPIRING   EXPIRING(5)   EXPIRING   SF EXPIRING  GLA EXPIRING   EXPIRING     EXPIRING
---------------------------------------------------------------------------------------------------------------------------

Vacant(4)                170,034      12.4%          --         0.0%       170,034       12.4%          --          0.0%
MTM             5         2,009        0.1         72,919       0.4        172,043       12.6%        72,919        0.4%
2007            19        50,511       3.7        872,588       4.7        222,557       16.3%        945,507       5.1%
2008            8         12,588       0.9        206,693       1.1        235,145       17.2%       1,152,200      6.2%
2009            7         14,313       1.0        178,584       1.0        249,458       18.2%       1,330,784      7.2%
2010            11       104,493       7.6       1,940,409      10.4       353,951       25.9%       3,271,192     17.6%
2011            13       112,765       8.2       2,102,230      11.3       466,716       34.1%       5,373,422     28.9%
2012            8         65,537       4.8       1,235,655      6.6        532,253       38.9%       6,609,077     35.6%
2013            7         58,886       4.3       1,190,159      6.4        591,139       43.2%       7,799,236     42.0%
2014            15       166,531       12.2      2,789,829      15.0       757,670       55.4%      10,589,065     57.0%
Thereafter      34       609,927       44.6      8,001,531      43.0      1,367,597      100.0%     18,590,596     100.0%
---------------------------------------------------------------------------------------------------------------------------
TOTAL          127      1,367,594     100.0%    $18,590,596    100.0%
---------------------------------------------------------------------------------------------------------------------------


____________________________
(1)   Ratings provided are for the entity identified in the "Parent Company"
      column whether or not the Parent Company guarantees the lease.

(2)   Includes two signed leases totaling 41,432 sf of expansion space scheduled
      to commence January 1, 2007.

(3)   Information obtained from Beacon Office Portfolio Borrower's rent roll
      dated September 1, 2006.

(4)   Includes executed leases totaling 112,174 sf to Zurich American scheduled
      to commence May 1, 2007. Also includes executed leases totaling 35,992 sf
      to CDW scheduled to commence January 1, 2007.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       24



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

THE MARKET.(1) The Beacon Office Portfolio Properties are located in the West
Loop submarket of the Chicago Central Business District ("CBD"). The Chicago CBD
features 191.9 million square feet of office with Class A and Class B
compositions totaling 44.7% and 37.9%, respectively. Per CoStar, the Class B
market has experienced six consecutive quarters of positive net absorption
totaling 4.4 million sf and ended the third quarter 2006 with a vacancy 15.0%
and average rent of $20.30 psf. The city's five primary submarkets are the
Central Loop, East Loop, North Michigan Avenue, River North and West Loop.

The West Loop is bounded by Franklin Street to the east, Halsted Street to the
west, the Chicago River to the north and Roosevelt Road to the south. The
submarket benefits from access to commuter trains, expressway arteries and the
Chicago "L" rail system. The 40.5 million square foot inventory comprises 33.8%
of the CBD's entire inventory. The West Loop, the most recently developed of
downtown's five submarkets, ended the second quarter 2006 with an overall
vacancy rate of 18.3% and direct vacancy of 15.1%. Class B direct vacancy in the
West Loop is 14.3% with rent comparables ranging from $9-$23 psf. The appraiser
concluded an average market rent of $17 psf. The West Loop continues to garner a
greater share of the CBD leasing activity (nearly 57% of year-to-date net
absorption).

THE BORROWER. The Borrowers are 10/120 South Riverside Fee LLC (the "Fee
Borrower") and 10/120 South Riverside Property LLC (the "Leasehold Borrower"),
each a single purpose bankruptcy-remote entity controlled directly or indirectly
by Beacon Capital Strategic Partners IV L.P. ("Beacon Fund IV"). Beacon Fund IV
is one of five funds sponsored by Beacon Capital Partners, LLC ("Beacon") a
privately-held real estate investment firm headquartered in Boston with offices
in Los Angeles, New York City, Paris and London. Formed in January 1998, Beacon
and its predecessor companies have been actively involved in the real estate
business for 60 years, with an established reputation as a high-quality property
owner, operator and developer of urban office and mixed-use projects across the
U.S. Under the leadership of CEO Alan Leventhal, a team of over thirty
professionals implements the firm's investment strategy and manages its assets.

Since its establishment, Beacon has sponsored five investment vehicles
representing over $4.5 billion of aggregate equity capital from various
endowments, foundations and pension funds. The company's most recent fund,
Beacon Fund IV, is the largest office-focused private equity fund in the U.S.
with $2.0 billion of committed equity capital. The fund's investment strategy
focuses on office properties located in a select number of primarily urban,
knowledge-based target markets including Boston, Washington, D.C., New York, Los
Angeles, San Francisco, Denver, Seattle, Chicago, London and Paris. As of June
30, 2006, the Beacon Fund IV consisted of 11 investments and 6 pending
investments, representing 12.6 million square feet with a projected total cost
of $6.1 billion, of which the fund's share was $4.7 billion. As of June 30,
2006, equity allocated to the Beacon Office Portfolio Properties represented 77%
of the total equity in the Beacon Fund IV.

PROPERTY MANAGEMENT. The Beacon Office Portfolio Properties will be managed by
10/120 South Riverside Illinois Property Manager LLC, which is an affiliate of
the Borrower and controlled by Beacon.

LOCKBOX. Hard lockbox, with springing cash management triggered upon an event of
default under the loan documents ("Trigger Event") and ending if and when such
event of default is cured at which time any applicable reserves will be returned
to Borrower.

ESCROWS. The following escrow/reserve accounts have been established with
respect to the Beacon Office Portfolio Loan:

--------------------------------------------------------------------------------
                                ESCROWS/RESERVES

TYPE:                                       INITIAL              MONTHLY(2)
--------------------------------------------------------------------------------
Taxes                                              $0      1/12 of annual taxes
Insurance                                          $0   1/12 of annual premiums
Immediate Repairs                                  $0                        $0
Capital Expenditures                               $0                   $29,167
Unfunded Tenant Allowance (see below)     $16,690,498                        $0
Rollover Reserve (see below)               $4,000,000                        $0
--------------------------------------------------------------------------------

____________________________
(1)   Certain information in this section was obtained from a third party
      appraisal. The appraisal relies on many assumptions, and no representation
      is made as to the accuracy of the assumptions underlying the appraisal.

(2)   Monthly reserves shall be collected only upon the occurance and during the
      continuation of a Trigger Event.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       25



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

UNFUNDED TENANT ALLOWANCE. The Beacon Office Portfolio Borrower has deposited
$16.7 million into a reserve account (the "Unfunded Tenant Allowance Account"),
which may be used to cover the cost of tenant improvements related to certain
leases including Zurich American ($7.7 million) and CDW ($4.7 million). At such
time as the Beacon Office Portfolio Borrower satisfies conditions set forth in
the loan documents including (i) no event of default exists, and (ii) the
satisfaction of corresponding tenant lease conditions, all amounts in the
Unfunded Tenant Allowance Account shall be returned to borrower.

ROLLOVER RESERVE. The Beacon Office Portfolio Borrower has deposited $4.4
million into a reserve account (the "Rollover Account"), which may be used to
cover the cost of tenant improvements, leasing commissions and other leasing
costs (including any free rent) incurred in connection with new leases or lease
renewals. At such time as the Beacon Office Portfolio Borrower satisfies
conditions set forth in the loan documents including (i) no event of default
exists, and (ii) the achievement of a 1.30x DSCR for two consecutive calendar
quarters, excluding revenue attributable to any lease which may be terminated
without cause by tenant upon less than six months notice (including, without
limitation, the Trizec lease).

ADDITIONAL DEBT. None.

PERMITTED MEZZANINE DEBT. On or after January 1, 2007 provided no Trigger Event
has occurred and is then continuing, the Beacon Office Portfolio Borrower may
incur mezzanine debt not to exceed $10 million secured by pledges of equity
interests in the Beacon Office Portfolio Borrower (the "Permitted Mezzanine
Debt") subject to satisfaction of certain conditions, which include (i) a
minimum combined underwritten debt service coverage ratio of the Beacon Office
Portfolio Loan and the Permitted Mezzanine Debt of at least 1.25x; (ii) the
combined loan-to-value ratio with respect to the Beacon Office Portfolio Loan
and any Permitted Mezzanine Debt is no greater than 80%; (iii) the lender under
the Permitted Mezzanine Loan (the "Permitted Mezzanine Lender") is reasonably
acceptable to lender and to the rating agencies; (iv) lender and the Permitted
Mezzanine Lender enter into an intercreditor agreement in form and substance
reasonably acceptable to lender and to the rating agencies, and the mezzanine
loan documents are in form and substance reasonably acceptable to lender and to
the rating agencies; and (v) lender has received confirmation from each of the
applicable rating agencies that the Permitted Mezzanine Debt will not, by
itself, result in a downgrade, withdrawal or qualification of the then current
ratings assigned to any certificates.

RELEASE PROVISIONS. None.

SUBSTITUTION PROVISIONS. None.

AIR RIGHTS LEASE. The Beacon Office Portfolio Properties are subject to two air
rights leases, however, no lease payments are required for the term of the
leases. Under the air rights leases, Fee Borrower is the lessor and Leasehold
Borrower is the lessee. The leases have a term which extends not less than
twenty (20) years beyond the maturity date of the Beacon Office Portfolio Loan.
The two leases are referred to as air rights leases since ownership of the
underground portion of the properties was retained by a railroad company in
order to build, maintain and operate railroad tracks. That underground portion
is owned by Chicago Union Station Co., a wholly owned subsidiary of Amtrak
("CUSCO"). The previous owner of the two properties, Trizec Hahn Corporation,
(i) acquired via one subsidiary the lessee interest in the air rights leases,
and (ii) acquired via a separate subsidiary the lessor interest in the air
rights leases and the fee owner interest in the buildings and related
underground columns and support structures. Fee ownership of the underground
railroad tracks and related structures remains with CUSCO. Mutual easement
rights and maintenance obligations are ensured by a Reciprocal Easement and
Operating Agreement ("REOA") for each of the two properties. Beacon acquired the
Trizec lessee interests in the air rights leases, the Trizec lessor/fee owner
interests, and the related rights under the REOA's. Beacon pledged both
interests in the two properties, and the rights under the REOA's, as security
for the Beacon Office Portfolio Loan.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       26



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

YPI TRANSWESTERN PORTFOLIO LOAN


                                 [PHOTO OMITTED]


--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                            7
Location (City/State)                                                        (1)
Property Type                                                             Office
Size (Square Feet)                                                     2,083,585
Percentage Physical Occupancy as of
     July-August 2006(2)                                                   83.7%
Year Built                                                                   (1)
Year Renovated                                                               (1)
Appraisal Value(3)                                                  $292,900,000
# of Tenants                                                                 203
Average Rent Per Square Foot                                              $16.55
Underwritten Economic Occupancy                                           86.90%
Underwritten Revenues                                                $39,996,535
Underwritten Total Expenses                                          $19,699,263
Underwritten Net Operating Income (NOI)                              $20,297,272
Underwritten Net Cash Flow (NCF)                                     $17,823,249

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


                                 [PHOTO OMITTED]


--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                         CRF
Loan Group                                                                     1
Origination Date                                                November 8, 2006
Cut-off Date Principal Balance                                      $224,400,000
Cut-off Date Loan Balance Per Square Foot                                   $108
Percentage of Initial Mortgage Pool Balance                                 5.0%
Number of Mortgage Loans                                                       6
Type of Security (Fee/Leasehold)                                             Fee
Mortgage Rate                                                            5.8300%
Amortization Type                                                  Interest Only
IO Period (Months)                                                            60
Original Term to Maturity/ARD (Months)                                        60
Original Amortization Term (Months)                                          NAP
Original Call Protection                                     LO(26),DEF(32),O(2)
Lockbox                                                                     Hard
Cut-off Date LTV Ratio                                                     76.6%
LTV Ratio at Maturity or ARD                                               76.6%
Underwritten DSCR on NOI                                                    1.53
Underwritten DSCR on NCF                                                    1.34
--------------------------------------------------------------------------------

(1)   See the table titled "YPI Transwestern Portfolio Properties" under "The
      Properties" to follow.

(2)   Occupancy date range based on applicable rent roll per property.

(3)   Based on the stabilized appraised values for the 1600 Corporate Center
      property and the Kensington Corporate Center property. The Cut-off Date
      LTV Ratio and LTV Ratio at Maturity are both 78.43% based on an "as is"
      appraised value of $286,100,000 for the whole portfolio.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       27



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------


                                  [MAP OMITTED]


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       28



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "YPI Transwestern Portfolio Loan") is a
cross-collateralized and cross-defaulted loan evidenced by six promissory notes
secured by first mortgages and deeds of trust encumbering four Class A office
buildings and three Class B+ office buildings (collectively, the "YPI
Transwestern Portfolio Properties") located in Chicago, Illinois (4 properties)
and Dallas, Texas (3 properties). The YPI Transwestern Portfolio Loan represents
approximately 5.0% of the initial mortgage pool balance and approximately 6.0%
of the initial loan group 1 balance.

The YPI Transwestern Portfolio Loan was originated on November 8, 2006, and has
a principal balance as of the cut-off date of $224,400,000. The YPI Transwestern
Portfolio Loan has a remaining term of 58 months and a scheduled maturity date
of October 8, 2011. The YPI Transwestern Portfolio Loan permits defeasance of
the entire loan or partial defeasance (on a property-by-property basis) with
United States Treasury obligations or other non-callable government securities
(and in the case of a partial defeasance, in the amount set forth under "Release
Provisions" below) beginning two years after the creation of the securitization
trust. Voluntary prepayment of the YPI Transwestern Portfolio Loan is permitted
on or after September 8, 2011, without penalty.

THE PROPERTIES. The YPI Transwestern Portfolio Properties consist of seven
office buildings, four located in Chicago, Illinois and three located in Dallas,
Texas, covering four different submarkets. The YPI Transwestern Portfolio
Properties consist, in the aggregate, of approximately 2,083,585 square feet of
which 83.7% is leased to 203 tenants. Across the Portfolio, only one tenant,
Countrywide Financial Corporation, represents 5% or greater of the total
occupied square footage.

The four Chicago properties are comprised of the following:

200 North LaSalle. The property is a 629,040 square foot, thirty-story, Class A
office building built in 1984 and situated on a 0.747-acre site in the Central
Loop of the Chicago central business district ("CBD"). The newly remodeled
building has a technical infrastructure served by three electrical substations
and includes state-of-the art telecommunication capabilities, upgraded
electrical service, abundant riser space and a sophisticated HVAC system with 26
zones per floor. The recent renovation included a redesigned front entrance,
main lobby, tenant corridors and signage, and the building is unique in that
rather than having a traditional four corner configuration, one side of the
building has a saw-tooth floor plate design which provides multiple corner
offices for each floor. The property has average floor plates of 22,800 square
feet, and tenant space ranges from 36 square feet (storage space) to 97,116
square feet. The property does not have on-site parking, but there are several
parking garages within close proximity to the property. Currently, the building
is 91.0% occupied by 47 tenants, the largest of which is Travelers Indemnity
Company, representing 15.4% of the building. The Travelers Indemnity Company's
lease expires in April 2011.

1600 Corporate Center. The property is a 254,448 square foot, twelve-story,
Class A- office building built in 1986 and situated on a 6.0-acre site in
Rolling Meadows, within Chicago's Northwest Suburban Office submarket. Surface
parking provides 760 spaces (2.99 per 1,000 square feet). The property has
average floor plates of 20,900 square feet, and tenant space ranges from 1,052
square feet to 106,527 square feet. The building is 71.5% occupied by 15
tenants, the largest of which is Countrywide Financial Corporation, representing
41.8% of the building. A majority of the space leased by Countrywide Financial
Corporation expires in July 2013 (however, 13,556 square feet expires in
November and December 2008). The building enjoys excellent local access provided
by five major interchanges and Pace bus routes and is located only 15 minutes
from O'Hare International Airport and 30 minutes from Chicago's downtown CBD.

Bannockburn Corporate Center. The property is a 205,402 square foot,
three-story, Class A office building built in 2000 and situated on a 15.517-acre
site in Bannockburn, within Chicago's Northwest Suburban Office submarket. The
building features an interior lobby consisting of a three-story, open-air atrium
with a full glass curtain wall, skylight, decorative wood paneling, and granite
and terrazzo flooring. Additional amenities include a pool, exercise room,
tennis courts, playground, controlled access gates and paved surface and below
grade parking offering 786 spaces (3.83 per 1,000 square feet). The property has
average floor plates of 70,000 square feet, and tenant space ranges from 500
square feet to 41,123 square feet. The building is 87.5% occupied by 12 tenants,
the largest of which is GE Capital, representing 20% of the building. The GE
Capital lease expires in November 2010. Located immediately east of Interstate
294 and immediately north of Illinois Route 22, the property is in close
proximity to the affluent North Shore suburbs of Chicago.

Kensington Corporate Center. The property is an 86,107 square foot, four-story,
Class B+ office building built in 1986 and situated on a 8.870-acre site in
Mount Prospect, within Chicago's Northwest Suburban Office submarket. The
building features a two-story atrium lobby and has a parking ratio of 5.27
spaces per 1,000 square feet with 454 surface and covered spaces. The property
has average floor plates of 23,000 square feet. The building is 100% occupied by
Metropolitan Life Insurance Company ("MetLife") and is located in the Kensington
Center Business Park. The property has good access to I-294 and is served by
Pace bus routes and a nearby Metro Station. MetLife has been a tenant of
Kensington Corporate Center since its completion, under an initial lease for
71,000 square feet. In 1997, the tenant expanded into the entire building. The
tenant is fully utilizing the property. The MetLife lease expires in July 2008.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       29



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

The Dallas Properties are located adjacent to one another in the Energy Square
development in the North Central Expressway submarket of Dallas. The three
Dallas properties are comprised of the following:

6688 North Central Expressway. The property (the "Central Property") is a
296,624 square foot, sixteen-story Class A office building built in 1985 and
situated on a 2.5-acre site approximately 5 miles north of the Dallas CBD.
Additional improvements include a 6-level sub-grade parking garage with 982
spaces (3.31 per 1,000 square feet). Since 2003 the property has undergone
approximately $1,462,296 in capital improvements, covering $488,000 in exterior
renovations, $391,542 in interior remodeling and $582,754 in systems upgrades.
The property has average floor plates of 18,200 square feet, and tenant space
ranges from 1,606 square feet to 38,714 square feet. Currently, the building is
82.3% occupied by 21 tenants, the largest of which is DAVACO, Inc. ("DAVACO"),
representing 13.1% of the building. The DAVACO lease expires in December 2011.

Energy Square I. The property is a 254,338 square foot, fourteen-story Class B+
office building built in 1974 and situated on a 6.4-acre site approximately 5
miles north of the Dallas CBD. Additional improvements include a 2-level parking
structure which provides 468 parking spaces and a grade-level parking lot with
372 parking spaces, totaling 840 parking spaces (3.3 per 1,000 square feet). In
addition, since 2003, the property has undergone $935,191 in capital
improvements and in 2004, all corridors and common area floors were upgraded
with new carpet, wall covering and elevator lobby lights. The property has
average floor plates of 22,400 square feet, and tenant space ranges from 226
square feet to 25,948 square feet. Currently, the building is 76.6% occupied by
74 tenants, the largest of which is National Energy Group, representing 10.2% of
the building. The National Energy Group's lease expires in December 2007.

Energy Square II. The property is a 357,626 square foot, sixteen-story Class B+
office building built in 1980 and situated on a 3.25-acre site approximately 5
miles north of the Dallas CBD. Additional improvements include 306 surface
parking spaces (shared with the Energy Square I building) and 1,211 garage
parking spaces. Since 2004, the property has undergone $1,430,269 in capital
improvements. The property has average floor plates of 18,540 square feet, and
tenant space ranges from 367 square feet to 84,598 square feet. Currently, the
building is 79.4% occupied by 32 tenants, the largest of which is Sears, Roebuck
and Co., representing 23.7% of the building. The Sears' lease expires in
November 2011.

The following tables present certain information regarding the YPI Transwestern
Portfolio Loan Properties.



-------------------------------------------------------------------------------------------------
                               YPI TRANSWESTERN PORTFOLIO PROPERTIES

                                       ALLOCATED          YEAR                      % OF TOTAL
PROPERTY               LOCATION       LOAN AMOUNT    BUILT/RENOVATED  SQUARE FEET  SQUARE FEET
-------------------------------------------------------------------------------------------------

200 North LaSalle      Chicago,      $ 92,000,000         1984          629,040       30.2%
                       Illinois


Energy Square II     Dallas, Texas  $27,947,894 (1)    1980 / 1981      357,626        17.2


Bannockburn          Bannockburn,    $ 28,800,000         2000          205,402        9.9
     Corporate         Illinois
     Center

6688 North Central   Dallas, Texas   $ 28,000,000         1985          296,624        14.2

Energy Square I      Dallas, Texas  $19,952,106 (1)       1974          254,338        12.2


1600 Corporate          Rolling      $ 18,900,000         1986          254,448        12.2
     Center            Meadows,
                       Illinois

Kensington               Mount       $  8,800,000         1986          86,107         4.1
     Corporate         Prospect,
     Center            Illinois
-------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED                       $224,400,000                      2,083,585      100.0%
     AVERAGE
-------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------
                                                             APPRAISED
PROPERTY              OCCUPANCY      LARGEST TENANT             VALUE
--------------------------------------------------------------------------

200 North LaSalle       91.0%      Travelers Indemnity      $116,000,000
                                         Company


Energy Square II        79.4       Sears, Roebuck and        37,400,000
                                           Co.

Bannockburn             87.5           GE Capital            36,000,000
     Corporate
     Center

6688 North Central      82.3             DAVACO              35,400,000

Energy Square I         76.6         National Energy         26,700,000
                                          Group

1600 Corporate          71.5           Countrywide         $29,300,000 (2)
     Center                             Financial
                                       Coporation

Kensington              100.0       MetLife Insurance      $12,100,000 (3)
     Corporate
     Center
--------------------------------------------------------------------------
TOTAL/WEIGHTED          83.7%            Company            $292,900,000
     AVERAGE
--------------------------------------------------------------------------


(1)   Energy Square I and II secure one note totaling $47,900,000. The amounts
      shown here were determined using the appraised values of both properties.

(2)   1600 Corporate Center has an "as is" appraised value of $23,500,000.

(3)   Kensington Corporate Center has an "as is" appraised value of $11,100,000.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       30



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------



------------------------------------------------------------------------------------------------------------------------------------
                                                    MAJOR TENANT INFORMATION(1)

                                                            CREDIT RATING
                                                             (MOODY'S /      SQUARE   % OF   BASE RENT   % OF TOTAL       LEASE
TENANT NAME                         PARENT COMPANY            S&P)(2)         FEET     GLA      PSF      BASE RENT     EXPIRATION
------------------------------------------------------------------------------------------------------------------------------------

Countrywide Financial                                          A3 / A       106,527    5.1%   $ 9.53        3.52%       7/14/2013(3)
  Coporation
Travelers Indemnity Company       St. Paul Travelers          Aa3 / AA-      97,116    4.7     15.70        5.29        4/30/2011
                                Insurance Company Ltd.
Focal Communications             Broadwing Corporation           NR          95,103    4.6     17.25        5.69        6/30/2008
  Corporation(4)
MetLife Insurance Company            MetLife Inc.              A2 / A        85,487    4.1     11.26        3.34        7/31/2008
Sears, Roebuck and Co.           Sears Holdings Corp.         Ba1 / BB+      84,598    4.1     19.54        5.73       11/30/2011
New York Life                 New York Life Insurance Co.     Aa2 / AA+      57,532    2.8     16.46        3.28        9/30/2010
AMA Services                                                     NR          51,030    2.4     15.16        2.68       10/31/2007
GE Capital                       General Electric Co.         Aaa / AAA      41,123    2.0     15.59        2.22       11/16/2010
DAVACO                                                           NR          38,714    1.9     17.50        2.35       12/30/2011
Hartline Dacus Dreyer                                            NR          38,509    1.8     19.97        2.67        5/31/2008
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                                                      695,739   33.4%                36.77%
------------------------------------------------------------------------------------------------------------------------------------


(1)   Based on information obtained from the YPI Transwestern Portfolio
      Borrowers' rent rolls dated from July 11, 2006 to August 8, 2006.

(2)   Credit Ratings are of the parent company whether or not the parent
      guarantees the lease.

(3)   Countrywide Financial Corporation leases 92,971 square feet that expire in
      July 2013 and 13,556 square feet that expire in November and December
      2008.

(4)   Careerbuilder subleases 48,668 square feet from Focal Communications
      Corporation.



------------------------------------------------------------------------------------------------------------------------------------
                                                    LEASE ROLLOVER SCHEDULE(1,2)

                                                                                                                         CUMULATIVE
              NUMBER OF                                            % OF      CUMULATIVE                      CUMULATIVE     % OF
               TENANTS    SQUARE FEET   % OF GLA    BASE RENT    BASE RENT   SQUARE FEET   CUMULATIVE % OF    BASE RENT   BASE RENT
YEAR          EXPIRING     EXPIRING     EXPIRING    EXPIRING     EXPIRING     EXPIRING      GLA EXPIRING      EXPIRING    EXPIRING
------------------------------------------------------------------------------------------------------------------------------------

Vacant                      340,666       16.3%            --        0.0%      340,666           16.3%               --        0.0%
MTM              14          12,556       0.60    $   257,476        0.9       353,222          16.95       $   257,476        0.9
2006              3           4,010       0.19         78,106       0.27       357,232          17.15           335,582       1.16
2007             48         194,393       9.33      3,310,196      11.48       551,625          26.47         3,645,778      12.64
2008             41         357,347      17.15      5,686,317      19.72       908,972          43.63         9,332,095      32.36
2009             23         119,995       5.76      2,085,741       7.23     1,028,967          49.38        11,417,836      39.59
2010             19         218,387      10.48      3,745,768      12.99     1,247,354          59.87        15,163,604      52.58
2011             21         333,475      16.00      5,797,863      20.10     1,580,829          75.87        20,961,467      72.68
2012             12         114,316       5.49      2,071,342       7.18     1,695,145          81.36        23,032,809      79.86
2013              6         159,554       7.66      2,045,131       7.09     1,854,699          89.01        25,077,940      86.95
2014              6          94,823       4.55      1,570,134       5.44     1,949,522          93.57        26,648,074      92.39
2015              7          97,340       4.67      1,500,040       5.20     2,046,862          98.24        28,148,114      97.60
Thereafter        3          36,723       1.76        693,474       2.40     2,083,585         100.00        28,841,588     100.00
------------------------------------------------------------------------------------------------------------------------------------
TOTAL           203       2,083,585      100.0%   $28,841,588      100.0%
------------------------------------------------------------------------------------------------------------------------------------


(1)   Based on information obtained from the YPI Transwestern Portfolio
      Borrowers' rent rolls dated from July 11, 2006 to August 8, 2006.

(2)   The numbers in this chart are based on the assumption that no tenant
      exercises an early termination option.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       31



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

THE MARKET.(1) The YPI Transwestern Portfolio Properties consists of office
buildings are located in Chicago, Illinois and in Dallas, Texas, covering four
different submarkets.

The Chicago Market. The Chicago properties in the YPI Transwestern Portfolio are
located in Chicago, Illinois and its surrounding submarkets. With a population
of 8,585,217 the Chicago-Naperville-Joliet, IL-IN-WI Metropolitan Statistical
Area ("Chicago MSA") is the 3rd largest in the United States. According to CB
Richard Ellis, the Chicago MSA office market consists of myriad downtown and
suburban submarkets that total 218.8 million square feet of net rentable area.
The Chicago CBD accounts for 119.97 million square feet (or 54.8% of the total
inventory) while the suburban office markets combine to account for 98.8 million
sf (or 45.2% of the total inventory). The overall vacancy in the Chicago MSA as
of the second quarter 2006 was 18.1%. The YPI-Transwestern Portfolio properties
are located within three of the Chicago MSA submarkets as follows: 200 North
LaSalle, Chicago Downtown CBD; 1600 Corporate Center and Kensington Corporate
Center, Northwest Suburban submarket; and Bannockburn Corporate Center, North
Suburban submarket.

The Chicago CBD office market comprises five submarkets, and 200 North LaSalle
is located in the Central Loop submarket, the second largest, representing
41,805,134 square feet, or 34.84% of the total CBD inventory. As of the second
quarter of 2006, while the Chicago CBD reported an overall vacancy of 16.8%, the
Central Loop had a vacancy of 15%, a decrease of 0.7% during this quarter. The
Central Loop submarket has generally outperformed the overall market. There are
four major Class A office buildings recently completed in the Chicago CBD; all
are over 75% pre-leased. Located within the heart of the CBD in one of the most
prestigious and tightest CBD sectors, LaSalle Street is in close proximity to
Chicago's major government buildings and largest commuter railroad stations.
According to CoStar's Mid-Year Report, the LaSalle Street CBD submarket has a
total office inventory of approximately 8.3 million rentable square feet, a
vacancy of 12.2% and an average quoted rate of $26.77 per square foot.

The Northwest Suburban submarket provides great access and is situated at the
crossroads of the Illinois highway system and the western edge of the O'Hare
International Airport submarket. The Northwest suburban office market consists
of 25,285,916 square feet (11.6% of the total Chicago MSA and 25.6% of the total
suburban inventory) and is currently 21.1% vacant. However, second quarter 2006
net absorption was 160,286 square feet, and there does not appear to be any new
supply that is currently coming on-line. Kensington Corporate Center and 1600
Corporate Center are Class A properties within the submarket located in the
cities of Mount Prospect and Rolling Meadows, respectively. Class A properties
in the Northwest Suburbs total 12.1 million square feet (or 48% of total
submarket inventory) and have a direct vacancy of 17.7% with asking rental rates
ranging between $12.00 to $16.50 per square foot.

The North Suburban Office Market includes 5,651,782 square feet (2.6% of the
total Chicago MSA and 5.7% of the total suburban inventory), and as of the
second quarter 2006, overall vacancy was 17.0% (the second tightest suburban
submarket) with net absorption of 32,038 square feet and average rental rates
ranging between $7.00 to $18.50 per square foot. Average occupancy in the North
Suburbs submarket is 2.5% higher than that of the overall Suburban submarket and
1.0% higher than that of the overall Chicago MSA. Bannockburn Corporate Center
is a Class A office building located in this submarket, and according to the
second quarter 2006 CBRE survey, the submarket is comprised of six Class A
properties (18.5% of the submarket's building inventory), exhibiting the lowest
vacancy rate with 2.3%.

The Dallas Market. The Dallas/Fort Worth office market consists of 17 submarkets
that total 276 million square feet of office space in 5,316 buildings. The total
vacant square footage consists of 48.5 million square feet or 17.6%, the lowest
overall vacancy rate since the second quarter of 1999. Experiencing positive net
absorption consistently since 2004, the market had net absorption of 1,571,666
square feet during the most recent second quarter of 2006 and reported an
average asking lease rate of $18.46 per square foot.

The Dallas properties are located in the Central Expressway submarket, which is
located along U.S. 75 and is accessible to every major market in Dallas.
Demographically, the three-mile area surrounding the properties is one of the
most densely populated and affluent areas in the State of Texas. The Central
Expressway corridor is considered to be the geographical spine of the Dallas
area and benefits from its proximity to the downtown area, the primary
employment center in North Texas with more than 134,000 workers and 2,500
businesses, including three Fortune 500 companies, accounting firms, and
financial institutions. The buildings benefit from being three of only a handful
of suburban office properties located directly on a DART light rail stop.

According to the Appraiser, the Dallas buildings compete directly with eight
Class A and B office buildings that were built between 1966 and 1988, contain an
aggregate of 3,745,222 square feet, and range from 9 to 42 stories in height.
The comparable properties have an average vacancy of 15.66% (ranging from 6.25%
to 29.97%); however, excluding the two outliers, six of the properties have an
average vacancy of 11.2%. Quoted rental rates range from $14.50 per square foot
to $24.00 per square foot, with most of the properties quoting rents in the
range of $16.50 per square foot to $23.00 per square foot.

THE BORROWERS. There are six individual borrowers (collectively, the "YPI
Transwestern Portfolio Borrowers"), each of which is a single purpose entity
that is a Delaware limited liability company. The sole member of each borrower
is YPI CD Mezz Borrower, LLC. The ultimate indirect controlling parent of the
YPI Transwestern Portfolio Borrowers is Younan Properties, Inc. ("YPI").

(1)   Certain information in this section was obtained from a third party
      appraisal. The appraisal relies on many assumptions, and no
      representation is made as to the accuracy of the assumptions underlying
      the appraisal.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       32



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

YPI specializes in acquiring and turning around non-stabilized office properties
throughout the U.S. YPI was founded 5 years ago by Zaya Younan, the current CEO
of YPI. Mr. Younan, the non-recourse carve out guarantor of the YPI Transwestern
Portfolio Loan, has over 10 years of experience in commercial real estate and
building operation management. He has assembled a senior management team that
possesses a vast amount of experience across many areas within commercial real
estate including acquisition and dispositions, building operation, finance,
leasing, asset management, and development. The 9 person management team
specializes in office, retail, multi-family, and hotel properties. In less than
3 years after YPI's inception, the company purchased over 30 office buildings
totaling 5 million square feet and 2 full-service hotels with 780 rooms. In the
past 2 years YPI has also sold 10 office buildings totaling 1 million square
feet. YPI currently owns 5 office buildings totaling just over 800,000 square
feet in the Dallas market.

PROPERTY MANAGEMENT. The property manager for the YPI Transwestern Portfolio
Properties is Younan Investment Properties, L.P., an affiliate of YPI.

LOCKBOX. The YPI Transwestern Portfolio Loan requires a hard lockbox and
springing cash management. The loan documents require the YPI Transwestern
Portfolio Borrowers to direct tenants to pay their rent directly to a lockbox
account. Prior to a Cash Sweep Event, all rents are swept from the lockbox
account to an account designated by the YPI Transaction Portfolio Borrowers.
Following the occurrence of a Cash Sweep Event and until the occurrence of a
Cash Sweep Termination Event, all rents are swept from the lockbox account to an
account controlled by the lender.

A "Cash Sweep Event" means (a) the occurrence of an event of default under the
loan documents or (b) the aggregate debt service coverage ratio (including the
mezzanine loan described below) as of the last day of any calendar quarter is
less than 1.00x.

A "Cash Sweep Termination Event" means when an event of default no longer exists
or with respect to the matter described in clause (b) above, the aggregate debt
service coverage ratio has been at least 1.05x for three consecutive calendar
months.

ESCROWS/RESERVES. The following escrow/reserve accounts have been established
with respect to the YPI Transwestern Portfolio Loan.

--------------------------------------------------------------------------------
                                ESCROWS/RESERVES

TYPE:                                              INITIAL         MONTHLY
--------------------------------------------------------------------------------
Taxes ...............................            $2,276,324        $679,555
Insurance ...........................             $168,322         $ 15,114
TI/LC Reserve(1) ....................             $727,023         $138,864
Additional Rollover Reserve .........            $2,000,000           $0
Capital Expenditure Reserve(2) ......                $0            $34,716
Dionex Free Rent Reserve(3) .........             $645,000            $0
AMA Reserve(4) ......................             $470,000         $63,000
Free Rent Reserve(5) ................            $1,658,208           $0
Landlord TI/LC Reserve(6) ...........            $5,411,391           $0

(1)   Capped at $2,250,000. Additionally beginning August 2007 and continuing
      until July 2008, the YPI Transwestern Portfolio Borrowers are also
      required to deposit $83,333 monthly, until the reserve contains
      $1,000,000; if MetLife gives notice of its intention to vacate the
      premises, amounts in the reserve may be used to fund tenant improvement
      and leasing commission costs related to retenanting the building.

(2)   Reserve capped at $625,000.

(3)   Structured to cover rent under the lease. This reserve may be released to
      the YPI Transwestern Portfolio Borrowers upon the receipt of an executed
      estoppel demonstrating that DIONEX is currently occupying its space, open
      for business and paying full rent under the lease.

(4)   To be used for tenant improvement and leasing commissions related to the
      renewal of the AMA lease. Additionally, the YPI Transwestern Portfolio
      Borrowers are also required to fund an additional $63,000 per month for
      the first 10 months of the term of the YPI Transwestern Portfolio Loan.

(5)   Funded at closing for rent abatements provided to certain tenants. This
      reserve may be released to the YPI Transwestern Portfolio Borrowers
      according to a schedule set forth in the YPI Transwestern Portfolio Loan
      documents.

(6)   Structured to cover outstanding obligations pursuant to several leases.
      This reserve may be released to the YPI Transwestern Portfolio Borrowers
      upon the satisfaction of the obligations under the YPI Transwestern
      Portfolio Loan documents and delivery of executed estoppels.

CASHFLOW SWEEP. Commencing on the occurrence of a Cash Sweep Event (as defined
above) and until the occurrence of a Cash Sweep Termination Event, any funds
remaining in the cash collateral account after the funding of debt service,
reserves, operating expenses, extra-ordinary expenses and, provided no event of
default exists, after payment of scheduled monthly principal and interest then
due and payable under the mezzanine loan (excluding any principal payable in
the event the mezzanine loan has matured or been accelerated) will be swept
into the Cash Sweep Reserve Account and held as additional collateral.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       33



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

MEZZANINE DEBT. YPI CD Mezz Borrower, LLC (the "Mezzanine Borrower"), the sole
member of each of the YPI Transwestern Portfolio Borrowers, has incurred
mezzanine debt in the aggregate amount of $36,500,000 secured by its equity
interests in the YPI Transwestern Portfolio Borrowers. The mezzanine debt is
scheduled to mature on October 8, 2011. The mezzanine debt is currently held by
Countrywide Commercial Real Estate Finance, Inc. Until the date on which the
mezzanine loan is defeased or repaid in full, the Mezzanine Borrower will be
required to pay to the mezzanine lender a certain participation interest, as
described in the mezzanine loan documents.

OPTION TO CONVERT MEZZANINE LOAN TO PREFERRED EQUITY. At mezzanine lender's
discretion, the mezzanine loan or any portion thereof may be converted to a
preferred equity interest in the Mezzanine Borrower; any portion of the
mezzanine loan converted to preferred equity will be required to have
substantially the same terms as the mezzanine loan.

PARTIAL ASSUMPTION AND RELEASE FROM CROSS COLLATERALIZATION. The loan documents
permit the assumption of portions of the YPI-Transwestern Portfolio Loan and the
release of the related individual property from the cross collateralization,
subject to a variety of conditions including maximum leverage requirements,
underwriting tests, tenant-specific extension requirements and payment of a
transfer fee. In addition, additional TI/LC reserves may be required to the
extent that there are rollover concentrations.

RELEASE PROVISIONS. Individual YPI Transwestern Portfolio Properties may be
released from the lien of the related mortgage upon defeasance by the YPI
Transwestern Portfolio Borrowers of a principal amount equal to the highest of
the following amounts (i) (x) 100% of the allocated loan amount for the
applicable release property (other than the Central Property) and (y) 105% of
the allocated loan amount for the central Property; provided, however, if the
Central Property is the last remaining individual property then subject to the
lien of the loan documents, then 100% of the allocated loan amount for the
Central Property; or (ii) the amount that, after giving effect to the partial
release, would result in a minimum aggregate debt service coverage ratio
(including the mezzanine loan) for a going forward twelve month period of
1.07x. In connection with any release as provided above, the Mezzanine Borrower
will be required to simultaneously partially defease the mezzanine loan pro
rata in accordance with the terms of the mezzanine loan documents.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       34



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

FIRST COLONY MALL


                                 [PHOTO OMITTED]


--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                            1
Location (City/State)                                             Sugar Land, TX
Property Type                                                             Retail
Size (Square Feet)                                                       416,081
Percentage Physical Occupancy as of October 3, 2006                        79.5%
Year Built                                                                  1996
Year Renovated                                                              2006
Appraisal Value                                                     $280,000,000
# of Tenant Leases                                                            98
Average Rent Per Square Foot                                              $25.96
Underwritten Economic Occupancy                                            92.2%
Underwritten Revenues                                                $22,808,433
Underwritten Total Expenses                                           $6,499,438
Underwritten Net Operating Income (NOI)                              $16,308,995
Underwritten Net Cash Flow (NCF)                                     $15,627,655

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


                                 [PHOTO OMITTED]


--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                        MLML
Loan Group                                                                     1
Origination Date                                              September 11, 2006
Cut-off Date Principal Balance                                      $194,612,784
Cut-off Date Loan Balance Per SF                                            $468
Percentage of Initial Mortgage Pool Balance                                 4.3%
Number of Mortgage Loans                                                       1
Type of Security (Fee/Leasehold)                                             Fee
Mortgage Rate                                                            5.6260%
Amortization Type                                                        Balloon
IO Period (Months)                                                             0
Original Term to Maturity/ARD (Months)                                        60
Original Amortization Term (Months)                                          360
Original Call Protection                                    LO(26),DEF(24),O(10)
Lockbox                                                                     Hard
Cut-off Date LTV Ratio                                                     69.5%
LTV Ratio at Maturity or ARD                                               64.8%
Underwritten DSCR on NOI                                                   1.21x
Underwritten DSCR on NCF                                                   1.16x
--------------------------------------------------------------------------------


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       35



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------


                                  [MAP OMITTED]


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       36



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "First Colony Mall Loan") is evidenced by a
single promissory note secured by a first mortgage encumbering a 416,081 square
foot portion of a single-story, Class-A, enclosed regional mall (the "First
Colony Mall Property") located in Sugar Land, Texas. The First Colony Mall Loan
represents approximately 4.3% of the initial mortgage pool balance and
approximately 5.2% of the initial loan group 1 balance.

The First Colony Mall Loan was originated on September 11, 2006, and has a
principal balance as of the cut-off date of $194,612,784. The First Colony Mall
Loan has a remaining term of 58 months and a scheduled maturity date of October
1, 2011. The First Colony Mall Loan permits defeasance of the entire loan with
United States Treasury obligations or other non-callable government securities
beginning two years after the creation of the securitization trust. Voluntary
prepayment of the First Colony Mall Loan is permitted on or after January 1,
2011 without penalty.

THE PROPERTY. The First Colony Mall Property is a single-story 1.1 million sf,
Class-A, enclosed regional mall and recently constructed expansion. The First
Colony Mall Property is anchored by Dillard's (210,000 sf), Foley's (200,000
sf), JC Penney (125,000 sf), Dillard's Men/Home (84,048 sf), and a 24 screen AMC
Theatres (89,290 sf). The collateral for the First Colony Mall Loan includes the
AMC Theatres (Pad), in-line shops, and Phases I and II of the lifestyle
expansion. None of the anchor stores are part of the collateral securing the
First Colony Mall Loan. Major tenants include Forever 21, The Cheesecake
Factory, Anthropologie, Pottery Barn and Barnes & Nobles.

The property is located at 16535 Southwest Freeway in the heart of the master
planned community known as First Colony located in Sugar Land, Texas, a
southwestern suburb of Houston, Texas.

Situated on 62.6 acres, the First Colony Mall Property was constructed in 1996.
The property is currently undergoing a two phase 122,279 square foot expansion.
Phase I, featuring The Cheesecake Factory and Kona Grill, opened in March and
August 2005. Phase II consists of an 80,000 square foot lifestyle addition that
was completed in October 2006.

The following table presents certain information relating to the major tenants
at the First Colony Mall Property:



------------------------------------------------------------------------------------------------------------------------------
                                                   MAJOR TENANT INFORMATION

                                                               CREDIT RATINGS      SQUARE     % OF     BASE RENT      LEASE
TENANT NAME                         PARENT COMPANY            (MOODY'S/S&P)(1)      FEET       GLA       PSF(3)     EXPIRATION
------------------------------------------------------------------------------------------------------------------------------

AMC Theatres (Ground lease)         AMC Entertainment, Inc.         NR/B           89,290     17.7%      $ 5.62    12/31/2017
Barnes & Noble                                                       NR            29,996      5.9%      $18.34     11/1/2027
Pottery Barn                                                         NR            15,177      3.0%      $31.00     1/31/2018
The Cheesecake Factory                                               NR            10,597      2.1%      $30.00     1/31/2026
Forever 21                                                           NR            10,022      2.0%      $17.00     1/31/2017
------------------------------------------------------------------------------------------------------------------------------
TOTAL WEIGHTED AVERAGE                                                            155,082     30.7%      $12.97
------------------------------------------------------------------------------------------------------------------------------


The following table presents certain information relating to the lease rollover
schedule at the First Colony Mall Property:



------------------------------------------------------------------------------------------------------------------------------
                                                 LEASE ROLLOVER SCHEDULE(2,3)

                                                                                                                    CUMULATIVE
              NUMBER      SQUARE                                % OF                     CUMULATIVE   CUMULATIVE       % OF
             OF LEASES     FEET      % OF GLA    BASE RENT    BASE RENT   CUMULATIVE      % OF GLA    BASE RENT     BASE RENT
YEAR         EXPIRING    EXPIRING    EXPIRING    EXPIRING     EXPIRING    SF EXPIRING     EXPIRING     EXPIRING      EXPIRING
------------------------------------------------------------------------------------------------------------------------------

Vacant                   103,753       20.5%             --       0.0%      103,753          20.5%            --         0.0%
MTM              6        15,257        3.0         363,492       3.5       119,010          23.5        363,492         3.5
2007             8        15,905        3.1         390,012       3.7       134,915          26.7        753,504         7.2
2008            10        41,604        8.2       1,140,780      10.9       176,519          34.9      1,894,284        18.2
2009             7        15,070        3.0         478,500       4.6       191,589          37.9      2,372,784        22.8
2010             3        10,502        2.1         234,156       2.2       202,091          40.0      2,606,940        25.0
2011             3         5,421        1.1         238,280       2.3       207,512          41.1      2,845,220        27.3
2012             7        13,927        2.8         553,056       5.3       221,439          43.8      3,398,276        32.6
2013             6         8,657        1.7         549,384       5.3       230,096          45.5      3,947,660        37.9
2014             5        15,209        3.0         346,488       3.3       245,305          48.5      4,294,148        41.2
Thereafter      43       260,066       51.5       6,131,090      58.8       505,371         100.0     10,425,239       100.0
------------------------------------------------------------------------------------------------------------------------------
TOTAL           98       505,371      100.0%    $10,425,239
------------------------------------------------------------------------------------------------------------------------------


___________________________
(1)   Ratings provided are for the entity identified in the "Parent Company"
      column whether or not the Parent Company guarantees the lease.

(2)   Information obtained from the First Colony Mall Borrower's rent roll dated
      October 3, 2006.

(3)   Includes ground lease tenants if any.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       37



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

THE MARKET(1). The First Colony Mall Property is a dominant retail draw within a
primary trade area of 10 miles and benefits from superior accessibility via the
regional Interstate network and local arterials that provide linkages throughout
the Houston MSA. Population within the primary trade area exceeded 748,000
people consisting of approximately 249,000 households in 2005, an approximately
2.7% compound annual growth rate since 2000, above the state average of
approximately 1.7%. Average 2005 annual household income for the primary trade
area was $69,041 with 20% earning $100,000 or more. Financial demographics
within a 5-mile radius are stronger with an average 2005 household income of
$103,231 with 39% earning $100,000 or more.

The Houston metro area is a comparatively young market with median age of 32.8
years, younger than that of both the Top 100 major markets and the U.S. overall,
at 35.9 and 36.2 years, respectively. Approximately 20.1% of Houston households
have annual incomes of $100,000 or greater.

THE BORROWER. GGP-Sugar Land Mall, L.P., a Delaware limited partnership and
special purpose entity (the "First Colony Mall Borrower"), holds the fee
interest in the First Colony Mall Property. The First Colony Mall Borrower is
controlled by GGP/Homart II LLC (the "First Colony Indemnitor"), which is a
50/50 joint venture between General Growth Properties, Inc. ("GGP") and the New
York State Common Retirement Fund ("NYSCRF").

GGP (NYSE:GGP) is the second largest U.S.-based publicly traded real estate
investment trust based upon market capitalization. As of March 30, 2006, GGP had
an ownership interest in or management responsibility for a portfolio of 200
regional shopping malls in 44 states, as well as ownership in master planned
community developments and commercial office buildings; and had a portfolio
which totaled approximately 200 million square feet of retail space and includes
over 24,000 retail stores nationwide.

NYSCRF is a pension and retirement fund. As of March 31, 2005, the fund reported
assets of $128 billion, of which 3.7% was invested in real estate.

PROPERTY MANAGEMENT. The property is managed by General Growth Management, Inc.,
an affiliate of GGP and the First Colony Mall Borrower.

LOCKBOX. The First Colony Mall Loan documents are structured with a hard lockbox
(in place at closing) and springing cash management. The loan documents require
the First Colony Mall Borrower to direct the tenants to pay rent directly to the
lockbox account. Prior to either (i) debt service coverage ratio falling below
1.10x or (ii) the occurrence of an event of default under the loan documents,
(either condition a "Trigger Event") all funds on deposit in the lockbox account
are required to be swept to an account controlled by the First Colony Mall
Borrower. Following the occurrence and continuance of a Trigger Event, all funds
on deposit in the lockbox account are required to be swept into an account
controlled by the lender.

ESCROWS. The following escrow/reserve accounts have been established with
respect to First Colony Mall Loan:

--------------------------------------------------------------------------------
                               ESCROWS / RESERVES

TYPE:                                 INITIAL               MONTHLY(2)
--------------------------------------------------------------------------------
Taxes                                   $0             1/12 of annual taxes
Insurance                               $0           1/12 of annual premiums
Rollover Reserve                        $0         $32,298 (capped at $387,571)
Capital Expenditures                    $0          $8,074 (capped at $96,893)
--------------------------------------------------------------------------------

ADDITIONAL DEBT. None.

PERMITTED MEZZANINE DEBT. If no Trigger Event is then continuing under the First
Colony Mall Loan, mezzanine debt is permitted provided that certain conditions
contained in the loan documents are satisfied. Such conditions include, but are
not limited to: (i) lender's receipt of a rating agency confirmation letter;
(ii) the new mezzanine lender enters into an intercreditor agreement with lender
that is acceptable to the rating agencies and reasonably acceptable to lender;
(iii) the aggregate debt service coverage ratio based upon the aggregate
principal balance of the First Colony Mall Loan and the new mezzanine loan shall
be no less than 1.15x; and (iv) the combined loan-to-value ratio based upon the
aggregate principal balance of the First Colony Mall Loan and the new mezzanine
loan is not greater than 70%.

___________________________
(1)   Certain information in this section was obtained from a third party
      appraisal. The appraisal relies on many assumptions, and no representation
      is made as to the accuracy of the assumptions underlying the appraisal.

(2)   Monthly reserves shall be collected only upon the occurrence or during the
      continuation of a Trigger Event as described above.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       38



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

PERMITTED ANCHOR PARCELS. The First Colony Mall Borrower is entitled from time
to time to acquire one or more additional parcels of real property (each, an
"Acquired Anchor Parcel"), which Acquired Anchor Parcels may be improved and
income-producing, provided that certain conditions are satisfied, including, but
not limited to: (i) no event of default has occurred and is continuing under the
First Colony Mall Loan on the acquisition date; (ii) the loan documents are
amended to spread the lien of lender's mortgage to the Acquired Anchor Parcels;
and (iii) payment of lender's reasonable out-of-pocket expenses incurred with
respect to any such acquisitions. Furthermore, the First Colony Mall Borrower
has the right to obtain a release of such Acquired Anchor Parcels from the lien
of the mortgage subject to the satisfaction of certain conditions, which
include: (i) no event of default and has occurred and is continuing, (ii) the
Acquired Anchor Parcel is a separate tax lot, and (iii) the First Colony Mall
Borrower delivers to lender any other information that would be required by a
prudent lender acting reasonably relating to the release.

INDEMNITIES. The First Colony Mall Indemnitor entered into an indemnity
agreement whereby the First Colony Mall Indemnitor agreed to indemnify the
lender against the failure by the First Colony Mall Borrower to pay for unfunded
tenant allowances, which equal $7,494,932 as of the loan origination. The First
Colony Mall Indemnitor's obligations under this indemnity will terminate upon
the earlier of (i) payment in full of the First Colony Mall Loan, (ii)
defeasance of the First Colony Mall Loan or (iii) the date that the First Colony
Mall Indemnitor's obligations under this indemnity are, in the aggregate, equal
to or less than $1 million. The First Colony Mall Indemnitor also entered into
another indemnity whereby the First Colony Mall Indemnitor agreed to indemnify
the lender against the failure by the First Colony Borrower to pay the amounts
it is required to pay under certain provisions of that certain lease agreement
dated February 10, 2006 between Barnes & Noble Booksellers (Texas), L.P., as
tenant, and the First Colony Mall Borrower, as landlord.

RELEASE PROVISIONS. The First Colony Mall Borrower has the right to release one
or more unimproved, non-income producing parcels of the First Colony Mall
Property from the lien of the mortgage without prepayment or defeasance of the
First Colony Mall Loan subject to the satisfaction of certain conditions in the
loan documents, which include, but are not limited to (i) lender's receipt of
rating agency confirmation; (ii) opinion of counsel stating that the release
would not adversely impact the REMIC status of the securitization trust and
(iii) no event of default is then continuing.

SUBSTITUTION PROVISIONS. The First Colony Mall Borrower, at its option and at
its sole cost and expense, may obtain a release of one or more portions of the
First Colony Mall Property (each such portion, an "Exchange Parcel") provided
certain conditions are satisfied, which include but are not limited to: (i) no
event of default is then continuing; (ii) the Exchange Parcel shall either be
vacant, non-income producing, unimproved land or improved only by landscaping,
utility facilities that are readily relocatable or surface parking areas; (iii)
the First Colony Mall Borrower shall substitute the Exchange Parcel with a
parcel reasonably equivalent in use, value and condition to the Exchange Parcel
("Acquired Parcel"); (iv) the First Colony Mall Borrower will provide lender
with an environmental report and engineering report (if applicable) with respect
to the Acquired Parcel, which reports satisfy certain conditions contained in
the loan documents; and (v) the First Colony Mall Borrower shall obtain title
insurance or a title endorsement for the Acquired Parcel.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       39



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------


                      [THIS PAGE INTENTIONALLY LEFT BLANK.]


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       40



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

PINNACLE HILLS PROMENADE


                                 [PHOTO OMITTED]


--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                            1
Location (City/State)                                                 Rogers, AR
Property Type                                                             Retail
Size (Square Feet)                                                       425,965
Percentage Physical Occupancy as of October 25, 2006                       79.2%
Year Built                                                                  2006
Year Renovated                                                               NAP
Appraisal Value                                                     $177,500,000
# of Tenant Leases                                                            83
Average Rent Per Square Foot                                              $13.28
Underwritten Economic Occupancy                                            93.0%
Underwritten Revenues                                                $15,795,534
Underwritten Total Expenses                                           $4,266,603
Underwritten Net Operating Income (NOI)                              $11,528,930
Underwritten Net Cash Flow (NCF)                                     $10,916,318

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


                                 [PHOTO OMITTED]


--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                        MLML
Loan Group                                                                     1
Origination Date                                               November 17, 2006
Cut-off Date Principal Balance                                      $140,000,000
Cut-off Date Loan Balance Per SF                                            $329
Percentage of Initial Mortgage Pool Balance                                 3.1%
Number of Mortgage Loans                                                       1
Type of Security (Fee/Leasehold)                                             Fee
Mortgage Rate                                                            5.5700%
Amortization Type                                                  Interest Only
IO Period (Months)                                                            60
Original Term to Maturity/ARD (Months)                                        60
Original Amortization Term (Months)                                          NAP
Original Call Protection                                    LO(24),DEF(26),O(10)
Lockbox                                                                     Hard
Cut-off Date LTV Ratio                                                     78.9%
LTV Ratio at Maturity or ARD                                               78.9%
Underwritten DSCR on NOI                                                   1.46x
Underwritten DSCR on NCF                                                   1.38x
--------------------------------------------------------------------------------


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       41



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------


                                  [MAP OMITTED]


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       42



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Pinnacle Hills Promenade Loan") is evidenced
by a single promissory note secured by a first mortgage encumbering a 425,965
square foot portion of an open air lifestyle center (the "Pinnacle Hills
Promenade Property") located in Rogers, Arkansas. The Pinnacle Hills Promenade
Loan represents approximately 3.1% of the initial mortgage pool balance and
approximately 3.8% of the initial loan group 1 balance.

The Pinnacle Hills Promenade Loan was originated on November 17, 2006, and has a
principal balance as of the cut-off date of $140,000,000. The Pinnacle Hills
Promenade Loan has a remaining term of 60 months and a scheduled maturity date
of December 8, 2011. The Pinnacle Hills Promenade Loan permits defeasance of the
entire loan with United States Treasury obligations or other non-callable
government securities beginning two years after the creation of the
securitization trust. Voluntary prepayment of the Pinnacle Hills Promenade Loan
is permitted on or after March 8, 2011 without penalty.

THE PROPERTY. The Pinnacle Hills Promenade Property is a 738,525 square foot
open-air lifestyle center that was recently constructed and opened in October
2006. The Pinnacle Hills Promenade Property is anchored by Dillard's (155,000
sf) and JCPenney (98,000 sf). The Dillard's store is not part of the collateral
securing the Pinnacle Hills Promenade Loan. The collateral for the Pinnacle
Hills Promenade Loan consists of a 260,535 square foot lifestyle center, the
theatre and JCPenney pads, 79,000 square feet of second level office space, and
three freestanding outparcels. Major tenants include Best Buy, Borders Books &
Music, Hollister &Co., Lane Bryant and Forever 21. According to the appraiser,
the recently completed property serves as the retail/commercial anchor of the
Rogers, AR market.

The property is located at 2203 Promenade Boulevard in the heart of the master
planned community known as Pinnacle Hills located in Rogers, Arkansas, which is
in the northwest corner of the State of Arkansas.

The following table presents certain information relating to the major tenants
at the Pinnacle Hills Promenade Property:



------------------------------------------------------------------------------------------------------------------------------
                                                   MAJOR TENANT INFORMATION

                                                             CREDIT RATINGS     SQUARE      %          BASE          LEASE
TENANT NAME                                PARENT COMPANY   (MOODY'S/S&P)(1)     FEET     OF GLA    RENT PSF(3)    EXPIRATION
------------------------------------------------------------------------------------------------------------------------------

J C Penney (Ground Lease)                                     Baa3/BBB--        98,000     13.3%           NAP      9/30/2026
Malco Theatre (Ground Lease)                                      NR            42,860      5.8%        $ 4.67      1/31/2022
Best Buy                                                        NR/BBB          30,399      4.1%        $16.50      1/31/2017
Border's Books & Music                                            NR            22,000      3.0%        $12.27      1/31/2017
Sullivan's Steakhouse (Ground Lease)                              NR            10,000      1.4%        $10.00     12/31/2016
------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVG.                                                            203,259     27.5%        $10.18
------------------------------------------------------------------------------------------------------------------------------


The following table presents certain information relating to the lease rollover
schedule at the Pinnacle Hills Promenade Property:(3)



------------------------------------------------------------------------------------------------------------------------------------
                                                    LEASE ROLLOVER SCHEDULE(2,3)

              NUMBER                                           % OF BASE                 CUMULATIVE    CUMULATIVE     CUMULATIVE
             OF LEASES   SQUARE FEET   % OF GLA    BASE RENT     RENT      CUMULATIVE     % OF GLA     BASE RENT    % OF BASE RENT
YEAR         EXPIRING     EXPIRING     EXPIRING    EXPIRING    EXPIRING    SF EXPIRING    EXPIRING      EXPIRING       EXPIRING
------------------------------------------------------------------------------------------------------------------------------------

Vacant                     153,467       20.8%           --       0.0%       153,467        20.8%             --            0.0%
MTM              0              --        0.0            --       0.0        153,467         20.8             --            0.0
2006             0              --        0.0            --       0.0        153,467         20.8             --            0.0
2007             1           3,031        0.4        78,804       1.0        156,498         21.2         78,804            1.0
2008             0              --        0.0            --       0.0        156,498         21.2         78,804            1.0
2009             4             240        0.0        71,016       0.9        156,738         21.2        149,820            1.9
2010             0              --        0.0            --       0.0        156,738         21.2        149,820            1.9
2011             3          12,441        1.7       379,676       4.9        169,179         22.9        529,496            6.8
2012             1           6,490        0.9       214,176       2.8        175,669         23.8        743,672            9.6
2013             2           2,869        0.4       168,108       2.2        178,538         24.2        911,780           11.7
2014             2           5,054        0.7       123,080       1.6        183,592         24.9      1,034,860           13.3
Thereafter      70         554,933       75.1     6,733,505      86.7        738,525        100.0      7,636,364          100.0
------------------------------------------------------------------------------------------------------------------------------------
TOTAL           83         738,525      100.0%    7,768,364
------------------------------------------------------------------------------------------------------------------------------------


___________________________
(1)   Ratings provided are for the entity identified in the "Parent Company"
      column whether or not the Parent Company guarantees the lease.

(2)   Information obtained from borrower's rent roll dated October 25, 2006.

(3)   Includes ground lease tenants if any.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       43



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

THE MARKET(1). The Pinnacle Hills Promenade Property is located in Rogers,
Arkansas which is in the northwest corner of the State of Arkansas. The
estimated 2005 population within the Pinnacle Hills Promenade Property's 10-mile
primary trade area was 156,361. The property's extended trade area extends to
the greater Ft. Smith-Fayetteville area and beyond featuring approximately
711,000 people. The average household income within the Pinnacle Hills Promenade
Property's 10-mile trade area was approximately $59,574 as of 2005 and
approximately $62,874 within seven miles of the Pinnacle Hills Promenade
Property, higher than the metro and state averages. Additionally, approximately
25% of the population within the seven-mile ring earns $75,000 or more.

Five Fortune 500 companies are headquartered in Arkansas: Wal-Mart, Alltel,
Dillard's, Murphy Oil, and Tyson Foods. The Milken Institute ranks the
Fayetteville/Springdale/Rogers MSA among the nation's top performers for job
growth. Key business sectors represented in the market area are Retail
(Wal-Mart, headquartered approximately five miles north in Bentonville),
Logistics (J.B. Hunt, PAM Transportation, Cannon Express), Food and Kindred
Product (Tyson Foods, Peterson Farms, Simmons Foods, McKee Foods, George's
Processing, Cargill, Pinnacle Foods), Medical Services (St. Mary's Hospital,
Quality Health Care, Washington Regional Medical Center, Northwest Health
Systems, Veteran's Administration Hospital), Education (University of Arkansas,
Northwest Arkansas Community College, Northwest Technical Institute) and
Miscellaneous Manufacturing (Superior Industries, Kawneer Company, Easco Hand
Tools).

According to the appraiser, a total of 2.3 million square feet of primary
competitive retail is situated within 15 miles of the property. Two of the three
properties report in-line vacancy of approximately 2.2%. Secondary competition
consists of six centers totaling 1.8 million square feet located within 16
miles. Four of the six centers report in-line vacancy of between 0.0% and 14.7%
averaging 4.3%, with one (Frisco Station Mall) at approximately 30% vacant.

THE BORROWER. Pinnacle Hills, LLC a Delaware limited liability company and
special purpose entity (the "Pinnacle Hills Promenade Borrower"), holds the fee
interest in the Pinnacle Hills Promenade Property. The Pinnacle Hills Promenade
Borrower is a 50/50 joint venture between GGP-Rogers Retail, LLC, an entity
wholly owned by General Growth Properties ("GGP") and Hunt Graham VI, LLC, an
entity affiliated with The Pinnacle Group.

GGP (NYSE:GGP) is the second largest U.S.-based publicly traded real estate
investment trust based upon market capitalization. As of March 30, 2006, GGP had
an ownership interest in or management responsibility for a portfolio of 200
regional shopping malls in 44 states, as well as ownership in master planned
community developments and commercial office buildings; and had a portfolio
which totaled approximately 200 million square feet of retail space and includes
over 24,000 retail stores nationwide.

PROPERTY MANAGEMENT. The property is managed by General Growth Management, Inc.,
an affiliate of GGP and the Pinnacle Hills Promenade Borrower.

LOCKBOX. The Pinnacle Hills Promenade loan documents are structured with a hard
lockbox (in place at closing) and springing cash management. The loan documents
require the Pinnacle Hills Promenade Borrower to direct the tenants to pay rent
directly to the lockbox account. Prior to either (i) debt service coverage ratio
falling below 1.10x or (ii) the occurrence of an event of default under the loan
documents, (either condition defined as a "Trigger Event") all funds on deposit
in the lockbox account are required to be swept to an account controlled by the
Pinnacle Hills Promenade Borrower. Following the occurrence and continuance of a
Trigger Event, all funds on deposit in the lockbox account are required to be
swept into an account controlled by the lender.

ESCROWS. The following escrow/reserve accounts have been established with
respect to Pinnacle Hills Promenade Loan:

--------------------------------------------------------------------------------
                                ESCROWS/RESERVES

TYPE:                             INITIAL                MONTHLY(2)
--------------------------------------------------------------------------------
Taxes                                  $0           1/12 of annual taxes
Insurance                              $0         1/12 of annual premiums
Rollover Reserve                       $0       $22,378 (Capped at $268,535)
Capital Expenditures                   $0        $5,594 (Capped at $67,134)
--------------------------------------------------------------------------------

ADDITIONAL DEBT. None.
___________________________
(1)   Certain information in this section was obtained from a third party
      appraisal. The appraisal relies on many assumptions, and no representation
      is made as to the accuracy of the assumptions underlying the appraisal.

(2)   Monthly reserves shall be collected only upon the occurrence or during the
      continuation of a Trigger Event as described above.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       44



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

PERMITTED MEZZANINE DEBT. If no Trigger Event is then continuing under the
Pinnacle Hills Promenade Loan, mezzanine debt is permitted provided that certain
conditions contained in the loan documents are satisfied. Such conditions
include, but are not limited to: (i) lender's receipt of a rating agency
confirmation letter; (ii) the new mezzanine lender enters into an intercreditor
agreement with lender that is acceptable to the rating agencies and reasonably
acceptable to lender; (iii) the aggregate debt service coverage ratio based upon
the aggregate principal balance of the Pinnacle Hills Promenade Loan and the new
mezzanine loan shall be no less than 1.15x; and (iv) the combined loan-to-value
ratio based upon the aggregate principal balance of The Pinnacle Hills Promenade
Loan and the new mezzanine loan is not greater than 70%.

PERMITTED ANCHOR PARCELS. The Pinnacle Hills Promenade Borrower is entitled from
time to time to acquire one or more additional parcels of real property (each,
an "Acquired Anchor Parcel"), which Acquired Anchor Parcels may be improved and
income-producing, provided that certain conditions are satisfied, including, but
not limited to: (i) no event of default has occurred and is continuing under the
Pinnacle Hills Promenade Loan on the acquisition date; (ii) the loan documents
are amended to spread the lien of lender's mortgage to the Acquired Anchor
Parcels; and (iii) payment of lender's reasonable out-of-pocket expenses
incurred with respect to any such acquisitions or Acquired Anchor Parcels.

RELEASE PROVISIONS. The Pinnacle Hills Promenade Borrower has the right to
release one or more unimproved, non-income producing parcels of the Pinnacle
Hills Promenade Property from the lien of the mortgage without prepayment or
defeasance of the Pinnacle Hills Promenade Loan subject to the satisfaction of
certain conditions in the loan documents, which include, but are not limited to
(i) lender's receipt of rating agency confirmation; (ii) opinion of counsel
stating that the release would not adversely impact the REMIC status of the
securitization trust and (iii) no event of default is then continuing.

SUBSTITUTION PROVISIONS. The Pinnacle Hills Promenade Borrower, at its option
and at its sole cost and expense, may obtain a release of one or more portions
of the Pinnacle Hills Promenade Property (each such portion, an "Exchange
Parcel") provided that certain conditions are satisfied, which include but are
not limited to: (i) no event of default is then continuing; (ii) the Exchange
Parcel shall either be vacant, non-income producing, unimproved land or improved
only by landscaping, utility facilities that are readily relocatable or surface
parking areas; (iii) the Pinnacle Hills Promenade Borrower shall substitute the
Exchange Parcel with a parcel reasonably equivalent in use, value and condition
to the Exchange Parcel ("Acquired Parcel"); (iv) the Pinnacle Hills Promenade
Borrower will provide lender with an environmental report and engineering report
(if applicable) with respect to the Acquired Parcel, which reports satisfy
certain conditions contained in the loan documents; and (v) the Pinnacle Hills
Promenade Borrower shall obtain title insurance or a title endorsement for the
Acquired Parcel.

ETHAN ALLEN PARCEL RELEASE. The Pinnacle Hills Promenade Borrower may obtain a
release of a portion of the Pinnacle Hills Property from the lien of the
mortgage without the obligation to defease a portion of the loan or make a
partial prepayment, conditions which include: (i) no event of default has
occurred and is continuing and (ii) the Pinnacle Hills Promenade Borrower
delivers to lender any other information, approvals and documents that would be
required by a prudent lender acting reasonably related to the release.

MASTER LEASE. The Pinnacle Hills Promenade Borrower and GGP Limited Partnership
("GGPLP") entered into a Master Lease of all the vacant office space located on
the second floor of the Pinnacle Hills Promenade Property until the earliest of
(i) the date the Pinnacle Hills Promenade Loan has been paid in full, (ii)
December 8, 2011, (iii) the date the Pinnacle Hills Promenade Loan is defeased
or (iv) the date the net operating income for the Pinnacle Hills Promenade
Property equals or exceeds $11,156,194. The rent payable under the Master lease
is $2,000,000 per year; provided, however, the rent will be reduced by the
amount the net operating income for the Pinnacle Hills Promenade Property
exceeds $9,156,194 (which amount excludes rent under the Master Lease). Once the
rent is reduced, it will not be increased even if there is a subsequent decrease
in the net operating income. Rent does not become due or payable until a Trigger
Event occurs.

INDEMNITIES. GGPLP agreed to indemnify the lender against the failure of the
Pinnacle Hills Promenade Borrower to pay for unfunded tenant allowances which
amount equaled $10,359,974 as of the loan origination ("TA Guaranteed
Obligations"); provided, however, such amount included tenant allowances for
three prospective leases that were anticipated to be executed. In the event such
leases were not executed, the TA Guaranteed Obligations will be reduced by as
much as $1,575,400. GGPLP's TA Guaranteed Obligations will terminate upon the
earliest of the (i) the payment in full of the Pinnacle Hills Promenade Loan,
(ii) the date the Pinnacle Hills Promenade Loan is defeased, or (iii) the date
that the unfunded tenant allowances equal or are less than $2,000,000.

GGPLP also agreed to indemnify the lender against the failure by the Pinnacle
Hills Promenade Borrower to timely and fully pay those costs and expenses
incurred by the Pinnacle Hills Promenade Borrower in connection with any and
all work necessary to achieve the final completion of the new shopping center
at the Pinnacle Hills Promenade Property (as determined by the project
architect) in excess of $14,000,000 (the "Alteration Threshold Amount"),
including, without limitation, the completion of the "punch list" items, the
total cost of which Pinnacle Hills Promenade Borrower estimated to be
$34,125,606 ($20,125,606 of which is in excess of the Alteration Threshold
Amount).


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       45



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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------


                      [THIS PAGE INTENTIONALLY LEFT BLANK.]


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       46



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

CENTRAL PARK SHOPPING CENTER


                                 [PHOTO OMITTED]


--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                            1
Location (City/State)                                         Fredericksburg, VA
Property Type                                                             Retail
Size (Square Feet)                                                       665,487
Percentage Physical Occupancy as of October 3, 2006                        89.1%
Year Built                                                                  1993
Year Renovated                                                              2004
Appraisal Value                                                     $159,000,000
# of Tenant Leases                                                           119
Average Rent Per Square Foot                                              $17.78
Underwritten Economic Occupancy                                            90.9%
Underwritten Revenues                                                $12,928,927
Underwritten Total Expenses                                           $2,685,842
Underwritten Net Operating Income (NOI)                              $10,243,085
Underwritten Net Cash Flow (NCF)                                      $9,711,896

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


                                 [PHOTO OMITTED]


--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                               IXIS Real Estate Capital Inc.
Loan Group                                                                     1
Origination Date                                                November 1, 2006
Cut-off Date Principal Balance                                      $125,000,000
Cut-off Date Loan Balance Per SF                                            $188
Percentage of Initial Mortgage Pool Balance                                 2.8%
Number of Mortgage Loans                                                       1
Type of Security (Fee/Leasehold)                                             Fee
Mortgage Rate                                                            5.8250%
Amortization Type                                                  Interest Only
IO Period (Months)                                                           120
Original Term to Maturity/ARD (Months)                                       120
Original Amortization Term (Months)                                          NAP
Call Protection                                              LO(25),DEF(91),O(4)
Lockbox                                                                     Hard
Cut-off Date LTV Ratio                                                     78.6%
LTV Ratio at Maturity or ARD                                               78.6%
Underwritten DSCR on NOI                                                   1.39x
Underwritten DSCR on NCF                                                   1.32x
--------------------------------------------------------------------------------


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       47



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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------


                                  [MAP OMITTED]


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       48



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Central Park Shopping Center Loan") is
evidenced by a single promissory note and is secured by a first mortgage
encumbering the 665,487 square foot anchored retail power centers (the "Central
Park Shopping Center Property") located in Fredericksburg, Virginia.

The Central Park Shopping Center Loan has a principal balance of $125,000,000 as
of the cut-off date and represents approximately 2.8% of the initial mortgage
pool balance and approximately 3.3% of the initial loan group 1 balance.

The Central Park Shopping Center Loan was originated on November 1, 2006 by IXIS
Real Estate Capital Inc. and has a remaining term of 119 months to its maturity
date on November 5, 2016. The Central Park Shopping Center Loan may be
voluntarily prepaid without payment of a prepayment premium on or after August
5, 2016 and permits defeasance with United States government obligations
beginning 2 years after securitization.

THE PROPERTIES. The Central Park Shopping Center Property is comprised of 36
retail and office buildings at the Central Park center and the Waverly Village
center with a total gross rentable area of 665,487 square feet. The Central Park
center has a total rentable area of 620,187 square feet and the Waverly Village
center has a total rentable area of 45,300 square feet. The Central Park
Shopping Center Property was built in 1993 and renovated in 2004. The Central
Park center is one of the largest super-regional power centers on the East
Coast. The Central Park center includes over 1 million square feet of anchor
tenancy and over 1.4 million square feet of in line and pad space, a portion of
which comprises the collateral for the Central Park Shopping Center Loan. Shadow
anchors that are not part of the collateral for the Central Park Shopping Center
Loan include Super Wal-Mart (230,000 square feet); Lowe's (185,000 square feet);
Target (117,000 square feet); Kohl's (86,000 square feet); Shopper's Food Club
(77,000 square feet); Regal Cinemas (51,000 square feet); Best Buy (46,000
square feet); Sports Authority (43,000 square feet); Circuit City (33,179 square
feet); Bassett Furniture (32,000 square feet); Toys 'R' Us (30,000 square feet);
PetsMart (26,000 square feet); and Border's (25,000 square feet). The Central
Park center also includes an outdoor amusement park and a Holiday Inn hotel,
neither of which is part of the collateral for the Central Park Shopping Center
Loan. The collateral for the Central Park Shopping Center Loan includes 136
tenant spaces in 29 buildings at the Central Park center on 67 acres of land.
There are currently 119 tenants in occupancy at the Central Park center,
including Linens `N Things (35,656 square feet), Office Depot (30,000 square
feet) and Old Navy (15,002 square feet). A five-building, 192,830 square foot
portion of the Central Park center comprises the multi-story Town Center office
and retail complex. The Town Center complex houses 40 in line retail and office
tenants and recently underwent a $3,500,000 interior renovation. The Town Center
complex includes 109,923 square feet of office space (17% of portfolio rentable
area), which are part of the collateral for the Central Park Shopping Center
Loan. The Waverly Village center is a 45,300 square feet convenience center
located one half mile south of the Central Park center on Route 3 in
Fredericksburg. The Waverly Village center has eight tenant spaces in 7
buildings, which are part of the collateral for the Central Park Shopping Center
Loan. The tenant spaces at the Waverly Village center are anchored by an 18,700
square feet La-Z-Boy and are 95% leased.

The following table presents certain information relating to the major tenants
at the Central Park Shopping Center Property:



------------------------------------------------------------------------------------------------------------
                                             TENANT INFORMATION

                                      PARENT     CREDIT RATINGS    SQUARE     % OF   BASE RENT      LEASE
TENANT NAME                          COMPANY    (MOODY'S/S&P)(1)    FEET      GLA       PSF      EXPIRATION
------------------------------------------------------------------------------------------------------------

Linen's N' Things                                     B3/B         35,656     5.4%     $12.91     1/31/2015
Office Depot                                           NR          30,000     4.5%      12.36    12/31/2017
Fitness Equation                                       NR          29,000     4.4%      12.66    12/31/2010
Paragon Gymnastics                                     NR          20,930     3.1%       7.60     1/31/2025
Uncle Sam's                                            NR          20,585     3.1%      13.99    12/31/2027
La-Z-Boy                                               NR          18,700     2.8%      15.36     2/28/2015
Executive Suites of CP                                 NR          16,000     2.4%       5.00    10/31/2011
The GAP Inc.                                       Baa3/BBB-       15,002     2.3%      14.00     1/31/2009
Amscan Inc.                                           B2/B         12,000     1.8%      17.92     7/31/2009
Mattress Discounters 1                                 NR          11,700     1.8%      17.60     1/31/2013
New England Audio Co. Inc.                             NR          11,000     1.7%      18.64     1/31/2023
------------------------------------------------------------------------------------------------------------


___________________________
(1)   Ratings provided are for the entity identified in the "Parent Company"
      column whether or not the Parent Company guarantees the lease.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       49



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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

The following table presents certain information relating to the lease rollover
schedule at the Central Park Shopping Center Property:



------------------------------------------------------------------------------------------------------------------------------
                                                 LEASE ROLLOVER SCHEDULE(1)

                                                                                                                   CUMULATIVE
               NUMBER                                          % OF BASE   CUMULATIVE    CUMULATIVE   CUMULATIVE      % OF
             OF LEASES   SQUARE FEET   % OF GLA    BASE RENT     RENT      SQUARE FEET    % OF GLA    BASE RENT    BASE RENT
YEAR          EXPIRING    EXPIRING     EXPIRING    EXPIRING     EXPIRING    EXPIRING      EXPIRING     EXPIRING     EXPIRING
------------------------------------------------------------------------------------------------------------------------------

Vacant                      54,148        8.1%            --        0.0%      54,148          8.1%            --        0.0%
2007              8         22,121        3.3        430,608        4.0       76,269         11.6        430,608        4.0
2008             10         39,460        5.9        695,564        6.4      115,729         17.4      1,126,172       10.4
2009             25         94,860       14.3      1,835,094       16.9      210,589         31.6      2,961,266       27.2
2010             10         70,616       10.6      1,146,975       10.5      281,205         42.3      4,108,241       37.8
2011              6         32,681        4.9        418,612        3.9      313,886         47.2      4,526,853       41.6
2012             14         52,577        7.9      1,145,172       10.5      366,463         55.1      5,672,025       52.1
2013              8         38,494        5.8        806,300        7.4      404,957         60.9      6,478,325       59.6
2014             11         40,885        6.1        879,745        8.1      445,842         67.0      7,358,070       67.6
2015              7         77,564       11.7      1,288,200       11.8      523,406         78.7      8,646,270       79.5
2016              7         36,377        5.5        656,179        6.0      559,783         84.1      9,302,449       85.5
Thereafter       14        105,704       15.9      1,575,057       14.5      665,487        100.0     10,877,506      100.0
------------------------------------------------------------------------------------------------------------------------------
TOTAL           140        665,487      100.0%    10,877,506      100.0%
------------------------------------------------------------------------------------------------------------------------------


___________________________
(1)   Information obtained from the borrower's rent roll as of October 3, 2006
      and involves 5 tenants with signed LOI's for a total of 12,013 square
      feet.

THE MARKET(3). The Central Park Shopping Center Property is located within the
Fredericksburg submarket, part of the Northern Virginia Market, which includes
Arlington/Alexandria, Suburban Fairfax County, Prince William County, Loudoun
County and Southeast Fairfax County. The employment character of the submarket
indicates a predominantly middle- to upper-income employment profile, with an
average household income within a five-mile radius of the Central Park Shopping
Center Property of $74,879 and the majority of the population holding
government, business services and retail related jobs. Approximately 660,000
people live within a 30-mile radius of the Central Park Shopping Center
Property. As of the end of the second quarter 2006, the total market inventory
consisted of 37.2 million SF of retail space.

The Northern Virginia retail market has experienced positive net absorption in
each of the last nine years, as the total net absorption of 5.8 million SF has
outpaced new construction of 4.62 million SF during the period. Accordingly,
vacancy has declined significantly from a high of 5.6% at year-end 1998 to a
current rate of 2.9%, as of second quarter 2006. In addition, the average
effective rental rate increased by about 41% during the same time period, with
rates increasing from $17.57 to $24.71 per square foot.

Carl Silver Parkway, which winds its way through the Central Park center, has
been extended to provide access to a new planned development dubbed "Celebrate
Virginia.". "Celebrate Virginia" will encompass 2,400 acres adjacent to the
Central Park center and will feature the following: The United States National
Slavery Museum scheduled to open in 2007; the 105,000 square feet Fredericksburg
Expo & Conference Center, a multi purpose facility capable of hosting trade
shows, consumer shows, exhibits, receptions, banquets, wedding, meetings and
full conventions; an "Eco-Adventure Resort", offering small conference-hosting
capabilities, canoeing, kayaking, rafting, rock climbing, scuba, tubing,
mountain biking, nature education courses, safety course, nature exploration
trails and a fly fishing school along the Rappahannock River; four hotels (Hyatt
Place; Hilton Garden Inn; Homewood Suites; and Hampton Inn) and 1,500
residences; the Cannon Ridge Golf Resort (which will be one of the largest
contiguous golf complexes on the East Coast north of Pinehurst, North Carolina);
the "Celebrate Virginia" corporate campus, offering 3,000,000 square feet of
world-class office space. The conference center and three of four hotels have
been completed. Roadway and infrastructure expansions and improvements in the
vicinity of the Central Park center are currently underway. The primary access
highway to the "Celebrate Virginia" developments, Carl Silver Parkway, passes
through the heart of the Central Park center. Traffic count estimates suggest
volumes in excess of 100,000 cars per day at major intersections providing
access to the Central Park center. These counts are expected to increase when
the "Celebrate Virginia" development is completed.

THE BORROWER. The borrower is Fredericksburg 35, LLC, a Delaware limited
liability company and a special purpose entity. The borrower is 100% owned by
the The Rappaport Companies. The Rappaport Companies was founded in 1984 and has
62 full-time employees. The Rappaport Companies currently provides brokerage,
management and development services for more than 8.5 million square feet of
commercial real estate, and plans 2 million square feet of development within
the next two years. The portfolio owned by The Rappaport Companies includes 44
shopping centers and ground-floor retail locations in 55 mixed-use residential
and office properties, located primarily throughout the mid-Atlantic region.
Since 1985, affiliated companies of The Rappaport Companies have successfully
developed and renovated more than a dozen shopping centers.

Gary D. Rappaport is the founder, President, Chief Executive Officer and sole
owner of The Rappaport Companies. Mr. Rappaport has over 30 years experience in
ownership, operation, leasing and management of commercial real estate.

PROPERTY MANAGEMENT. Rappaport Management Company, an affiliate of the borrower.

LOCKBOX. The Central Park Shopping Center Loan requires a hard lockbox and
springing cash management. At origination, the borrower was required to
establish a lockbox account. The loan documents require the borrower to direct
tenants to pay their rents directly to the lockbox account. Other than


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       50



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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

during a cash management period, all funds in the lockbox account are
transferred to an account designated by the borrower. During a cash management
period, all amounts are transferred to a lender controlled account and will be
applied in accordance with the loan documents. A cash management period will
commence upon the occurrence of (i) a default or an event of default specified
in the related mortgage loan documents, (ii) the failure of the related borrower
to deposit at least 95% of the rents into the lockbox account for any calendar
month or (iii) the failure of the related borrower after the end of a calendar
quarter to maintain a DSCR of at least 1.05x; and will end if (1) the Central
Park Shopping Center Loan, and all other obligations under the related mortgage
loan documents have been repaid in full or there has been a full defeasance of
the Central Park Shopping Center Loan or (2) for twelve (12) consecutive months
since the commencement of the existing cash management period, (A) no default or
event of default under the related mortgage loan documents has occurred, (B) no
event that would trigger another cash management period has occurred and (C) the
debt service coverage ratio is at least equal to 1:10x.

ESCROWS. The following escrow/reserve accounts have been established with
respect to the Central Park Shopping Center Loan:

--------------------------------------------------------------------------------
                                ESCROWS/RESERVES

TYPE:                                              INITIAL         MONTHLY
--------------------------------------------------------------------------------
Taxes                                             $204,716         $87,653
Insurance                                         $156,163         $14,197
Immediate Repairs                                  $34,375           $0
Capital Expenditures                             $2,000,000        $11,646
Rollover Reserve                                 $2,202,334        $30,000
Free Rent Reserve                                  $80,328           $0
--------------------------------------------------------------------------------

ADDITIONAL DEBT. None

RELEASE PROVISIONS. The Paragon Gymnastics parcel can be released provided that,
among other things, the remaining collateral has a minimum DSCR of 1.28x and an
LTV of no more than 80%.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       51



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------


                      [THIS PAGE INTENTIONALLY LEFT BLANK.]


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       52



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

GEORGETOWN RENAISSANCE PORTFOLIO


                                 [PHOTO OMITTED]


--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                           18
Location (City/State)                                                        (1)
Property Type                                                                (1)
Size (Square Feet)                                                       303,059
Percentage Physical Occupancy as of October 1, 2006                        74.5%
Year Built                                                                   (1)
Year Renovated                                                               (1)
Appraisal Value                                                     $196,266,000
# of Tenant Leases                                                            57
Average Rent Per Square Foot                                              $39.42
Underwritten Economic Occupancy                                            85.6%
Underwritten Revenues                                                $11,850,230
Underwritten Total Expenses                                           $3,576,077
Underwritten Net Operating Income (NOI)                               $8,274,153
Underwritten Net Cash Flow (NCF)                                      $7,859,216

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

(1)   See "Georgetown Renaissance Portfolio Properties" table on page 55.


                                 [PHOTO OMITTED]


--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                        MLML
Loan Group                                                                     1
Origination Date                                                 August 31, 2006
Cut-off Date Principal Balance                                      $100,000,000
Cut-off Date Loan Balance Per SF                                            $330
Percentage of Initial Mortgage Pool Balance                                 2.2%
Number of Mortgage Loans                                                       1
Type of Security (Fee/Leasehold)                                             Fee
Mortgage Rate                                                            5.8990%
Amortization Type                                                  Interest Only
IO Period (Months)                                                           120
Original Term to Maturity/ARD (Months)                                       120
Original Amortization Term (Months)                                          NAP
Original Call Protection                                     LO(27),DEF(90),O(3)
Lockbox                                                                     Hard
Cut-off Date LTV Ratio                                                     51.0%
LTV Ratio at Maturity or ARD                                               51.0%
Underwritten DSCR on NOI                                                   1.38x
Underwritten DSCR on NCF                                                   1.31x
--------------------------------------------------------------------------------


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       53



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------


                                  [MAP OMITTED]


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       54



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Georgetown Renaissance Portfolio Loan") is
evidenced by a single promissory note secured by 16 first mortgages encumbering
18 mixed-use properties (the "Georgetown Renaissance Portfolio Properties")
located in Washington D.C. and Alexandria, Virginia. The Georgetown Renaissance
Portfolio Loan represents approximately 2.2% of the initial pool balance and
2.7% of the initial loan group 1 balance.

The Georgetown Renaissance Portfolio Loan was originated on August 31, 2006 and
has a principal balance as of the cut-off date of $100,000,000. The Georgetown
Renaissance Portfolio Loan has a remaining term of 117 months and a scheduled
maturity date of September 1, 2016. The Georgetown Renaissance Portfolio Loan
permits partial defeasance of the loan with United States Treasury obligations
or other non-callable government securities beginning two years after the
creation of the securitization trust. Voluntary prepayment of the Georgetown
Renaissance Portfolio Loan is permitted on or after July 1, 2016 without
penalty.

THE PROPERTIES. The Georgetown Renaissance Portfolio Properties consist of 18
mixed-use buildings containing a mix of retail, office, residential and storage
space totaling 303,059 square feet. Most of the properties were originally built
in the 1800s and have been fully renovated in the past decade. The extensive
renovations include full exterior restorations, upgrades and replacements of all
electrical, plumbing, mechanical, and life safety systems. The Georgetown
Renaissance Portfolio has an in-place occupancy of 74.5% with fifteen of the
properties occupied by an upscale retail tenant. Several buildings in the
portfolio together comprise Cady's Alley, a development that received the AIA
Institute Honor Award for Regional and Urban Design in 2005. Cady's Alley is a
120,000 square foot historic redevelopment, blending turn-of-the century
townhouses and warehouses with modern interiors.

The following table presents certain information relating to the space
composition of the Georgetown Renaissance Portfolio Properties:



--------------------------------------------------------------------------------------------------
                                       PORTFOLIO COMPOSITION
                                                                                           BASE
SPACE TYPE        SQUARE FEET       % OF GLA       % OF TOTAL RENT       OCCUPANCY %     RENT PSF
--------------------------------------------------------------------------------------------------

Retail              197,257            65.1%             74.0%              82.1%(1)     $ 40.67
Office               60,918            20.1               9.0               37.5(2)        34.94
Residential          42,352            14.0              11.1               92.8           25.24
Storage               2,532             0.8               0.4               70.6           24.09
Parking                   0             0.0               5.5                NA              NA
--------------------------------------------------------------------------------------------------
TOTAL               303,059           100.0%            100.0%              74.5%        $ 39.42
--------------------------------------------------------------------------------------------------


The following table presents certain information relating to the major tenants
at the Georgetown Renaissance Portfolio Properties:



----------------------------------------------------------------------------------------------------------------------------
                                                  MAJOR TENANT INFORMATION

                                                         CREDIT RATINGS     SQUARE      % OF      BASE RENT        LEASE
TENANT NAME                         PARENT COMPANY      (MOODY'S/S&P)(3)     FEET       GLA          PSF         EXPIRATION
----------------------------------------------------------------------------------------------------------------------------

Baker Furniture                                               NR            22,702      7.5%      $ 21.85         3/31/2009
Artifacto (Georgetown Design)                                 NR            17,634      5.8         22.71         1/31/2016
Pottery Barn                                                  NR            13,960      4.6         35.38         1/31/2011
Ann Taylor Loft                                             Ba1/NR          12,095      4.0         44.79         1/31/2012
Lehman-Smith & McLeish, PPLC                                  NR            11,774      3.9         41.64        11/30/2014
----------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVG.                                                         78,165     25.8%      $ 30.99
----------------------------------------------------------------------------------------------------------------------------


(1)   Does not include the following executed retail lease: Rafik Hair Salon
      (1,300 sf at $50.00 psf, February 2007)

(2)   Does not include the following executed office leases: Georgetown
      University (13,715 sf at $32.50 psf, February 2007), Byer, Blinder, Belle
      Architect (9,610 sf at $36.00 psf, January 2007), Eastbanc (8,825 sf at
      $35.00 psf, January 2007)

(3)   Ratings provided are for the entity identified in the "Parent Company"
      column whether or not the Parent Company guarantees the lease.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       55



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

The following table presents certain information relating to the lease rollover
schedule at the Georgetown Renaissance Portfolio Properties:



-----------------------------------------------------------------------------------------------------------------------------------
                                                      LEASE ROLLOVER SCHEDULE(1)

                NUMBER                                         % OF BASE                  CUMULATIVE    CUMULATIVE   CUMULATIVE %
               OF LEASES   SQUARE FEET  % OF GLA   BASE RENT     RENT      CUMULATIVE      % OF GLA     BASE RENT       OF BASE
YEAR           EXPIRING     EXPIRING    EXPIRING   EXPIRING    EXPIRING    SF EXPIRING     EXPIRING      EXPIRING    RENT EXPIRING
-----------------------------------------------------------------------------------------------------------------------------------

Vacant(5)                    77,284       25.5%           --       0.0%       77,284         25.5%             --          0.0%
MTM               10         13,037        4.3       320,676       3.6        90,321         29.8         320,676          3.6
2007               7         13,854        4.6       537,956       6.0       104,175         34.4         858,632          9.6
2008               5         12,818        4.2       349,827       3.9       116,993         38.6       1,208,459         13.6
2009               4         39,902       13.2     1,263,604      14.2       156,895         51.8       2,472,063         27.8
2010               7         26,402        8.7     1,643,422      18.5       183,297         60.5       4,115,485         46.2
2011               5         26,080        8.6       986,977      11.1       209,377         69.1       5,102,462         57.3
2012               6         27,690        9.1     1,186,981      13.3       237,067         78.2       6,289,443         70.7
2013               2          4,689        1.5       240,023       2.7       241,756         79.8       6,529,466         73.4
2014               3         15,629        5.2       592,526       6.7       257,385         84.9       7,121,992         80.0
Thereafter         8         45,674       15.1     1,777,983      20.0       303,059        100.0       8,899,975        100.0
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL             57        303,059      100.0%    8,899,975     100.0%
-----------------------------------------------------------------------------------------------------------------------------------


The following table presents certain information relating to the Georgetown
Renaissance Portfolio Properties:



-----------------------------------------------------------------------------------------
                      GEORGETOWN RENAISSANCE PORTFOLIO PROPERTIES

                                                YEAR
                                               BUILT/       SQUARE    % OF        PROPERTY
     PROPERTY ADDRESS          LOCATION       RENOVATED      FEET     TOTAL         TYPE
-------------------------------------------------------------------------------------------

See footnote (3) below      Washington DC       2001        33,634     11.1        Retail
3307 M Street, NW           Washington DC       1990        58,544     19.3        Retail
3345 M Street, NW           Washington DC       2005        28,851      9.5       Mixed Use
See footnote (4) below      Washington DC       2001        25,485      8.4       Mixed Use
3077 M Street, NW           Washington DC     1800/1999     21,731      7.2        Retail
3330 M Street               Washington DC     1930/1999     22,702      7.5        Retail
3336-3340 M Street          Washington DC       2001        15,668      5.2        Retail
3265-3269 M Street, NW      Washington DC     1850/2000     12,095      4.0        Retail
3235 M Street, NW           Washington DC     1850/1998      9,757      3.2       Mixed Use
1237 Wisconsin Ave, NW      Washington DC     1888/2004     11,032      3.6%       Retail
3065 M Street, NW           Washington DC     1887/1999     11,787      3.9        Retail
3263 M Street, NW           Washington DC     1850/2005      6,500      2.1        Retail
3312, 3316 & 3320 Cady's
  Alley                     Washington DC       2001        13,371      4.4        Retail
3210 M Street, NW           Washington DC     1796/1997      6,600      2.2        Retail
3334, 3336 & 3340 Cady's
  Alley                     Washington DC       2001         9,730      3.2       Mixed Use
326 King Street             Alexandria VA       1962         9,165      3.0        Retail
3033 M Street, NW(2)        Washington DC     1850/2006      5,157      1.7        Retail
3067 M Street, NW           Washington DC     1800/1996      1,250      0.4        Retail
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                                     303,059    100.0%
-------------------------------------------------------------------------------------------


-------------------------------------------------------------------------------------------
                                                                                   AS-IS
                                                                                 APPRAISED
     PROPERTY ADDRESS         OCCUPANCY %           PRIMARY TENANT                 VALUE
-------------------------------------------------------------------------------------------

See footnote (3) below           64.1       Waterworks Collections             $ 24,755,000
3307 M Street, NW                27.4       East Banc 300                        24,263,000
3345 M Street, NW                98.1       Artifacto (Georgetown Design)        18,734,000
See footnote (4) below           74.1       Linge Roset                          15,697,000
3077 M Street, NW               100.0       Pottery Barn                         15,132,000
3330 M Street                   100.0       Baker Furniture                      12,842,000
3336-3340 M Street               72.2       Gore Dean Antiquest & Collection     11,000,000
3265-3269 M Street, NW          100.0       Ann Taylor Loft                      10,976,000
3235 M Street, NW               100.0       Club Monaco                          10,535,000
1237 Wisconsin Ave, NW          100.0       Puma                                  9,065,000
3065 M Street, NW                93.7       Sephora                               8,250,000
3263 M Street, NW               100.0       Levis Store, LLC                      8,240,000
3312, 3316 & 3320 Cady's
  Alley                         100.0       Relish-Elo, LLC                       8,076,000
3210 M Street, NW               100.0       B.C.B.G.                              5,285,000
3334, 3336 & 3340 Cady's
  Alley                          78.5       M2L                                   5,063,000
326 King Street                  65.1       CVS Pharmacy                          3,723,000
3033 M Street, NW(2)               --       NAP                                   2,320,000
3067 M Street, NW               100.0       MAC Cosmetics                         2,310,000
-------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE           74.5                                          $196,266,000
-------------------------------------------------------------------------------------------


(1)   Information obtained from Georgetown Renaissance Portfolio Borrower's rent
      roll dated October 1, 2006.

(2)   Property currently vacant while undergoing expansion to 9,664 square feet.

(3)   3314-3316, 3320, 3324-3326, 3328 M Street; 3315 & 3323 Cady's Alley

(4)   3300, 3304 & 3306 M Street; 3301 & 3303 Cady's Alley

(5)   Includes executed leases totaling 33,450 sf scheduled to commence in
      January and February 2007.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       56



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

THE MARKET(1). Georgetown is an affluent neighborhood located in northwest
Washington, DC. The area is serviced by Reagan National Airport, an extensive
Metro system and is home to several universities, including Georgetown and
George Washington Universities with a combined student population of
approximately 17,000. The subject properties are located along a retail corridor
occupied by luxury-oriented retail stores.

According to Claritas, average household income within a one mile radius of the
subject, is $104,528 compared with the Washington DC Metropolitan Statistical
Area (MSA) at $89,026 and the national average of $63,207. Local figures may be
stronger, as they include the large number of students from Georgetown
University who live in the area. Employment rates in the Washington, DC MSA have
historically been more stable than other comparable US cities with the number of
jobs in the Washington, DC MSA growing by 2.8%, higher than the national average
of 1.6%.

According to CoStar as of August 2006, the Georgetown retail submarket had a
vacancy rate of 4.9% with average rents of $64.89 psf, versus the Washington
D.C. retail market at 9.1% vacant with average rents of $37.31 psf.

THE BORROWER. The borrowers are 16 single purpose entities that are Delaware
limited partnerships (collectively the "Georgetown Renaissance Portfolio
Borrower"). The Georgetown Renaissance Portfolio Borrower is controlled by
Anthony M. Lanier and related family entities. Mr. Lanier is the head of
EastBanc, Inc. ("EastBanc").

EastBanc specializes in the acquisition, redevelopment and management of
commercial real estate assets currently concentrated within the West End and
Georgetown neighborhoods of Washington D.C. EastBanc's expertise in luxury
mixed-use development is evident in both its large and small projects ranging
from the 1.2 million square foot Ritz-Carlton Hotel and Residences
co-development in the West End of Washington, DC, to individual retail
storefront properties in the heart of Georgetown. Their investment strategy
emphasizes long-term value creation and sensible urban design. Since 1987,
EastBanc and its partners have acquired nearly three million square feet of
office, retail and residential properties. In addition to investment for its own
account, EastBanc serves as an advisor and management agent for institutional
and high-net worth individuals. EastBanc maintains strategic alliances with TMW
Real Estate Group/TMW Immobilien AG (now Prudential Real Estate Investors),
Millennium Partners, The Mark Winkler Company, ING Real Estate, Jonathan Rose
Companies LLC, and Moll KG.

PROPERTY MANAGEMENT. The Georgetown Renaissance Portfolio Properties are
self-managed by EastBanc.

LOCKBOX. The Georgetown Renaissance Portfolio Borrower is required to instruct
all non-residential tenants to make their monthly rental payments directly into
a bank account acceptable to lender (the "Cash Management Account"). Residential
tenants shall make monthly rental payments to a property manager affiliated with
the Georgetown Renaissance Portfolio Borrower, which property manager shall
deposit such payments into the Cash Management Account within one business day
of receipt. Lender will control the Cash Management Account and monies in the
account shall be applied by lender with the following priority: (i) monthly
interest payment and any required reserve account deposits due to lender
pursuant to the loan documents, (ii) other amounts, if any, due Lender under the
loan documents, and (iii) at any time other than during the continuance of a
loan default, the balance to be paid to the Georgetown Renaissance Portfolio
Borrower. Lender will receive a first priority pledge of the Cash Management
Account as additional security for the Georgetown Renaissance Portfolio Loan.

ESCROWS. The following escrow/reserve accounts have been established with
respect to the Georgetown Renaissance Portfolio Loan:

--------------------------------------------------------------------------------
                                ESCROWS/RESERVES

TYPE:                                                INITIAL        MONTHLY
--------------------------------------------------------------------------------
Taxes                                                 $534,301      $97,922
Insurance                                             $379,167      $29,167
Interest Reserve (see below)                        $3,000,000           $0
Capital Expenditures Reserve (see below)            $3,000,000           $0
Rollover Reserve (see below)                        $4,236,901      $25,255
--------------------------------------------------------------------------------

INTEREST RESERVE. Borrower has deposited $3 million into an interest reserve
account, of which up to $2 million shall be available to cover interest
shortfalls. At such time as a debt service coverage ratio ("DSCR") of 1.15x
assuming a 30-year amortization schedule is exceeded and no event of default
exists, all amounts in the Interest Reserve shall be returned to the Georgetown
Renaissance Portfolio Borrower.

_____________________________
(1)   Certain information in this section was obtained from a third party
      appraisal. The appraisal relies on many assumptions, and no representation
      is made as to the accuracy of the assumptions underlying the appraisal.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       57



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

CAPITAL EXPENDITURES RESERVE. The Georgetown Renaissance Portfolio Borrower has
deposited $3 million into a reserve account (the "Capex Reserve Account"), which
may be drawn upon by the Georgetown Renaissance Portfolio Borrower to cover the
cost of certain capital improvements. At such time as DSCR exceeds 1.30x and no
event of default exists, all amounts in the Capex Reserve Account shall be
returned to the Georgetown Renaissance Portfolio Borrower.

ROLLOVER RESERVE. The Georgetown Renaissance Portfolio Borrower deposited
$4,236,901 into a reserve account (the "Rollover Reserve Account") for costs and
expenses actually incurred in connection with replacing tenants, including,
without limitation, costs for tenant improvements and/or leasing commissions. In
addition, the Georgetown Renaissance Portfolio Borrower is required to make
monthly deposits totaling $1 per square foot per annum, provided that in no
event shall the amount in such reserve be required to exceed a cap equal to (i)
the sum of (a) $4 million and (b) $2 per square foot (ii) less the lesser of (x)
amounts previously distributed to the Georgetown Renaissance Portfolio Borrower
from the Rollover Reserve Account and (y) $4 million. At such time as a DSCR
exceeds 1.30x and no event of default exists, an amount equal to $4 million less
all amounts previously disbursed to the Georgetown Renaissance Portfolio
Borrower from the Rollover Reserve Account shall be returned to the Georgetown
Renaissance Portfolio Borrower.

ADDITIONAL DEBT: None.

PERMITTED MEZZANINE DEBT. Provided that the DSCR on the Georgetown Renaissance
Portfolio Loan is greater than 1.20x and the loan-to-value ratio ("LTV") on the
Georgetown Renaissance Portfolio Loan based on new appraisals is not more than
55%, then the owner of the Georgetown Renaissance Portfolio Borrower may incur
mezzanine indebtedness such that the LTV of total indebtedness (i.e., Georgetown
Renaissance Portfolio Loan plus mezzanine loan) does not exceed 85% and a
minimum aggregate DSCR of 1.05x, subject to receipt of rating agency
confirmation.

RELEASE PROVISIONS. Permitted after the second anniversary of the
securitization, one or more of the Georgetown Renaissance Portfolio Properties
may be released from the lien of the mortgage via partial defeasance subject to
certain conditions including a payment of an amount equal to the greater of: (i)
125% of the allocated loan amount, or (ii) an amount which results in a DSCR
equal to or greater than the DSCR on the closing date or immediately prior to
the release.

SUBSTITUTION PROVISIONS. None.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       58



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

KONOVER HOTEL PORTFOLIO


                                 [PHOTO OMITTED]


--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Properties                                                15
Location (City/State)                                                        (1)
Property Type                                                        Hospitality
Size (Rooms)                                                               1,103
Percentage Physical Occupancy as of July 31, 2006                          52.7%
Year Built                                                                   (1)
Year Renovated                                                               (1)
Appraisal Value                                                      $90,000,000
Underwritten Economic Occupancy                                            55.1%
Underwritten Revenues                                                $20,948,529
Underwritten Total Expenses                                          $13,071,481
Underwritten Net Operating Income (NOI)                               $7,877,049
Underwritten Net Cash Flow (NCF)                                      $7,039,108

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


                                 [PHOTO OMITTED]


--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                        MLML
Loan Group                                                                     1
Origination Date                                                November 1, 2006
Cut-off Date Principal Balance                                       $67,000,000
Cut-off Date Loan Balance Per Room                                       $60,743
Percentage of Initial Mortgage Pool Balance                                 1.5%
Number of Mortgage Loans                                                       1
Type of Security (Fee/Leasehold)                                             Fee
Mortgage Rate                                                            6.2500%
Amortization Type                                                     IO-Balloon
IO Period (Months)                                                            12
Original Term to Maturity/ARD (Months)                                       120
Original Amortization Term (Months)                                          360
Original Call Protection                                     LO(24),DEF(92),O(4)
Lockbox                                                         Soft at Closing,
                                                                  Springing Hard
Cut-off Date LTV Ratio(2)                                                  74.4%
LTV Ratio at Maturity or ARD                                               65.0%
Underwritten DSCR on NOI                                                   1.59x
Underwritten DSCR on NCF(3)                                                1.42x
--------------------------------------------------------------------------------

(1)   See "Konover Hotel Portfolio Properties" table on page 60.

(2)   78.9% and 81.1% when calculated including the Konover Hotel Portfolio B
      Note and Konover Hotel Portfolio Mezzanine Note, respectively.

(3)   1.30x and 1.25x when calculated including the Konover Hotel Portfolio B
      Note and Konover Hotel Portfolio Mezzanine Note, respectively.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       59



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------


                                  [MAP OMITTED]


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       60



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Konover Hotel Portfolio Loan") is evidenced by
a promissory note secured by a first mortgage encumbering 15 limited-service
hotel properties totaling 1,103 rooms located in three states (each, a
"Property" and collectively the "Konover Hotel Portfolio Properties"). The
Konover Hotel Portfolio Loan represents approximately 1.5 % of the initial
mortgage pool balance and approximately 1.8% of the initial loan group 1
balance.

The Konover Hotel Portfolio Loan was originated on November 1, 2006 and has a
principal balance as of the cut-off date of $67,000,000. The Konover Hotel
Portfolio Loan has a remaining term of 120 months and a scheduled maturity date
of December 1, 2016. The Konover Hotel Portfolio Loan permits defeasance with
United States Treasury obligations or other non-callable government securities
beginning two years after the creation of the securitization trust. Voluntary
prepayment of the Konover Hotel Portfolio Loan is permitted on or after
September 1, 2016 without penalty.

A second promissory note, with a principal balance of $4,000,000 (the "Konover
Hotel Portfolio B Note"), is also secured by the first mortgage encumbering the
Konover Hotel Portfolio Properties. It is subordinate in right of payment and
certain other respects to the Konover Hotel Portfolio Loan and will be held
outside the Series 2006-4 trust.

A third promissory note, with a principal balance of $2,000,000 (the "Konover
Hotel Portfolio Mezzanine Note"), is secured by 100% of the partnership
interests in the Konover Hotel Portfolio Borrowers (defined below). It is
subordinate in right of payment and certain other respects to the Konover Hotel
Portfolio Loan and will be held outside the Series 2006-4 trust.

THE PROPERTIES. All of the Konover Hotel Portfolio Properties are limited
service hotels located along major interstates/thoroughfares with generally good
visibility. The majority of the assets are affiliated with market-leading brands
and feature a competitive physical product. All of the properties are interior
corridor and all but two have indoor swimming pools.

The following tables present certain information relating to the Konover Hotel
Portfolio Properties:



---------------------------------------------------------------------------------------------------------------------------------
                                              KONOVER HOTEL PORTFOLIO PROPERTIES

                                                                         CUT-OFF DATE
                                                                          ALLOCATED     YEAR BUILT/    APPRAISAL
PROPERTY NAME                               PROPERTY LOCATION    ROOMS     BALANCE       RENOVATED       VALUE         U/W NCF
---------------------------------------------------------------------------------------------------------------------------------

Holiday Inn Express Kansas City .........   Kansas City, KS        96    $  8,797,500      2005       $11,500,000    $   845,235
Holiday Inn Express Portage .............   Portage, IN            76       6,720,000      1999         8,400,000        717,573
Hampton Inn Kansas City .................   Kansas City, KS        76       6,480,000      2003         8,100,000        700,515
Holiday Inn Express Fremont .............   Fremont, IN            93       6,240,000    1994/2005      7,800,000        745,990
Holiday Inn Express Mishawaka ...........   Mishawaka, IN          80       5,760,000    1998/2005      8,000,000        569,652
Holiday Inn Express & Suites Warsaw .....   Warsaw, IN             76       5,360,000      1998         6,700,000        525,708
Holiday Inn Express Adrian ..............   Adrian, MI             60       4,290,000      1999         6,600,000        482,754
Carlton Lodge Adrian ....................   Adrian, MI             98       3,693,000    1987/1999      6,600,000        399,757
Holiday Inn Express La Porte ............   La Porte, IN           65       3,172,500      1997         4,500,000        305,794
Holiday Inn Express Chelsea .............   Chelsea, MI            65       3,168,000      1999         4,400,000        305,395
Hampton Inn Marshall ....................   Marshall, MI           73       3,014,000      2004         4,400,000        288,955
Holiday Inn Express Howe ................   Howe, IN               66       2,945,000      1998         3,800,000        282,245
Country Inn & Suites Mishawaka ..........   Mishawaka, IN          62       2,880,000      1995         3,600,000        370,667
Holiday Inn Express Marshall ............   Marshall, MI           66       2,720,000      2000         3,400,000        282,802
Super 8 .................................   Adrian, MI             51       1,760,000      1994         2,200,000        216,068
---------------------------------------------------------------------------------------------------------------------------------
TOTAL ...................................                        1,103   $ 67,000,000                 $90,000,000    $ 7,039,108
---------------------------------------------------------------------------------------------------------------------------------



This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       61



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------



--------------------------------------------------------------------------------------------
                                                  OPERATIONAL STATISTICS(1)

                                           2004                             2005
                               ----------------------------      ---------------------------
PROPERTY NAME                    ADR    OCCUPANCY    REVPAR      ADR     OCCUPANCY    REVPAR
--------------------------------------------------------------------------------------------

Holiday Inn Express
  Kansas City ..............                                    $96.38     39.3%      $37.90
Holiday Inn Express
  Portage ..................   $83.78     66.3%      $55.57     $85.02     69.0%      $58.70
Hampton Inn Kansas City.....   $88.46     62.9%      $55.64     $99.92     67.1%      $67.05
Holiday Inn Express
  Fremont ..................   $87.10     60.0%      $52.23     $90.09     49.5%      $44.62
Holiday Inn Express
  Mishawaka ................   $80.09     46.6%      $37.36     $88.45     50.7%      $44.86
Holiday Inn Express &
  Suites Warsaw ............   $79.63     57.3%      $45.59     $86.33     59.4%      $51.26
Holiday Inn Express
  Adrian ...................   $87.26     58.9%      $51.37     $90.04     61.9%      $55.75
Carlton Lodge Adrian .......   $88.83     40.0%      $35.54     $92.73     36.2%      $33.61
Holiday Inn Express La
  Porte ....................   $82.89     59.9%      $49.69     $87.62     58.5%      $51.29
Holiday Inn Express
  Chelsea ..................   $83.44     55.7%      $46.51     $89.24     51.2%      $45.70
Hampton Inn Marshall .......   $85.82     66.5%      $57.06     $89.03     55.1%      $49.08
Holiday Inn Express
  Howe .....................   $81.90     46.4%      $38.00     $87.08     45.4%      $39.50
Country Inn & Suites
  Mishawaka ................   $88.87     69.7%      $61.91     $93.94     46.4%      $43.63
Holiday Inn Express
  Marshall .................   $85.82     66.5%      $57.06     $89.03     55.1%      $49.08
Super 8 ....................   $63.05     49.8%      $31.41     $66.18     49.7%      $32.89
--------------------------------------------------------------------------------------------
WEIGHTED AVERAGE ...........   $84.07     55.4%      $46.59     $88.99     52.5%      $46.75
--------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------------------
                                    TRAILING 12-MONTH
                                        JULY 2006                    MLML UNDERWRITING
                               ----------------------------     ----------------------------
PROPERTY NAME                    ADR    OCCUPANCY    REVPAR       ADR    OCCUPANCY    REVPAR
--------------------------------------------------------------------------------------------

Holiday Inn Express
  Kansas City ..............   $ 97.04    50.1%      $48.61     $104.00    61.0%      $63.44
Holiday Inn Express
  Portage ..................   $ 86.25    73.9%      $63.75     $ 86.25    73.9%      $63.75
Hampton Inn Kansas City.....   $103.58    70.1%      $72.63     $103.58    70.1%      $72.63
Holiday Inn Express
  Fremont ..................   $ 90.36    48.0%      $43.38     $ 95.00    53.0%      $50.35
Holiday Inn Express
  Mishawaka ................   $ 92.98    58.1%      $54.04     $ 92.98    58.1%      $54.04
Holiday Inn Express &
  Suites Warsaw ............   $ 88.38    59.5%      $52.54     $ 88.38    59.5%      $52.54
Holiday Inn Express
  Adrian ...................   $ 95.09    58.3%      $55.47     $ 95.09    58.3%      $55.47
Carlton Lodge Adrian .......   $ 92.89    33.8%      $31.36     $ 92.89    33.8%      $31.36
Holiday Inn Express La
  Porte ....................   $ 88.90    57.8%      $51.35     $ 88.90    57.8%      $51.35
Holiday Inn Express
  Chelsea ..................   $ 94.63    52.1%      $49.30     $ 94.63    52.1%      $49.30
Hampton Inn Marshall .......   $ 91.13    53.8%      $49.06     $ 91.13    53.8%      $49.06
Holiday Inn Express
  Howe .....................   $ 90.78    45.2%      $41.07     $ 90.78    45.2%      $41.07
Country Inn & Suites
  Mishawaka ................   $ 99.09    32.1%      $31.77     $101.00    50.0%      $50.50
Holiday Inn Express
  Marshall .................   $ 91.13    53.8%      $49.06     $ 91.13    53.8%      $49.06
Super 8 ....................   $ 66.92    51.5%      $34.49     $ 66.92    51.5%      $34.49
--------------------------------------------------------------------------------------------
WEIGHTED AVERAGE ...........   $ 91.63    52.7%      $48.33     $ 92.99    55.1%      $51.26
--------------------------------------------------------------------------------------------




------------------------------------------------------------------------------------------------------------------------------------
                                                          HISTORICAL PERFORMANCE(2)
                                                                                                                 TRAILING 12-MONTHS
                                                   2003                   2004                      2005              JULY 2006
                                           ---------------------  ---------------------  ---------------------  --------------------
                                                      AVAILABLE              AVAILABLE              AVAILABLE              AVAILABLE
                                           HISTORICAL   ROOM     HISTORICAL    ROOM     HISTORICAL    ROOM     HISTORICAL    ROOM
PROPERTY NAME                              OCCUPANCY   NIGHTS     OCCUPANCY   NIGHTS    OCCUPANCY    NIGHTS     OCCUPANCY   NIGHTS
------------------------------------------------------------------------------------------------------------------------------------

Holiday Inn Express Kansas City .........         --         --         --          --      39.3%     16,320       50.1%     35,040
Holiday Inn Express Portage .............      62.0%     27,740       66.3%     27,816      69.0%     27,740       73.9%     27,740
Hampton Inn Kansas City .................      42.5%      7,372       62.9%     27,816      67.1%     27,740       70.1%     27,740
Holiday Inn Express Fremont .............      60.4%     22,265       60.0%     22,326      49.5%     27,033       48.0%     33,945
Holiday Inn Express Mishawaka ...........      46.8%     29,200       46.6%     29,280      50.7%     29,200       58.1%     29,200
Holiday Inn Express & Suites Warsaw .....      50.5%     27,740       57.3%     27,816      59.4%     27,740       59.5%     27,740
Holiday Inn Express Adrian ..............      62.1%     21,900       58.9%     21,960      61.9%     21,900       58.3%     21,900
Carlton Lodge Adrian ....................      38.4%     35,770       40.0%     35,868      36.2%     35,770       33.8%     35,770
Holiday Inn Express La Porte ............      54.9%     23,725       59.9%     23,790      58.5%     23,725       57.8%     23,725
Holiday Inn Express Chelsea .............      55.9%     23,725       55.7%     23,790      51.2%     23,725       52.1%     23,725
Hampton Inn Marshall ....................      69.0%     24,090       66.5%     24,156      55.1%     24,090       53.8%     24,090
Holiday Inn Express Howe ................      54.6%     24,090       46.4%     24,156      45.4%     24,090       45.2%     24,090
Country Inn & Suites Mishawaka ..........      62.3%     22,630       69.7%     22,692      46.4%     22,630       32.1%     22,630
Holiday Inn Express Marshall ............      69.0%     24,090       66.5%     24,156      55.1%     24,090       53.8%     24,090
Super 8 .................................      58.6%     18,615       49.8%     18,666      49.7%     18,615       51.5%     18,615
                                                        -------                -------               -------                -------
TOTAL                                                   332,952                354,288               374,408                400,040
------------------------------------------------------------------------------------------------------------------------------------



This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       62



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

(1)   Per information obtained from Smith Travel Research ("STR") as of July
      2006.

(2)   Information provided by the Konover Hotel Portfolio Borrower.



---------------------------------------------------------------------------------------
                                  PENETRATION INDICES(1)

PROPERTY NAME                               REVPAR INDEX    ADR INDEX   OCCUPANCY INDEX
---------------------------------------------------------------------------------------

Holiday Inn Express Kansas City(2) ......      117.5%        117.8%               99.7%
Holiday Inn Express Portage .............      105.0%         98.2%              107.0%
Hampton Inn Kansas City .................      158.6%        139.5%              113.7%
Holiday Inn Express Fremont(3) ..........      125.8%        117.1%              107.5%
Holiday Inn Express Mishawaka ...........       94.7%        100.1%               94.7%
Holiday Inn Express & Suites Warsaw .....      103.0%        108.8%               94.7%
Holiday Inn Express Adrian ..............       98.9%        110.7%               89.3%
Holiday Inn Express La Porte ............      111.9%        104.2%              107.4%
Carlton Lodge Adrian ....................       59.9%        124.9%               48.0%
Holiday Inn Express Chelsea .............       87.8%        109.5%               80.1%
Hampton Inn Marshal(l) ..................      100.6%        114.3%               88.0%
Holiday Inn Express Howe ................       96.7%        102.6%               94.3%
Country Inn & Suites Mishawaka4 .........       80.3%        103.4%               77.6%
Holiday Inn Express Marshall ............      124.6%        127.3%               97.9%
Super 8 .................................       95.7%         98.3%               97.4%
---------------------------------------------------------------------------------------
WEIGHTED AVERAGE ........................      102.4%        112.2%               91.3%
---------------------------------------------------------------------------------------


_____________________________
(1)   Data as per Appraisal from HVS through TTM July 2006 unless noted below.
      Competitive set data includes the subject property.

(2)   Holiday Inn Express Kansas City opened in July 2005 and is ramping up
      therefore the subject occupancy and ADR are based upon 2006/07 projections
      provided by HVS.

(3)   Holiday Inn Express Fremont expanded by 31 rooms in August 2005 and is
      still ramping up therefore the subject occupancy and ADR are based upon
      2006/07 projections provided by HVS.

(4)   Country Inn & Suites Mishawaka converted from a Holiday Inn Express in
      October 2005 and experienced considerable business interruption. It is
      still ramping up therefore the subject occupancy and ADR are based upon
      2006/07 projections provided by HVS.

THE BORROWER. The borrowers on the Loan are three newly formed, Delaware
special-purpose, bankruptcy-remote limited liability companies - Tri-State
Kansas Associates, LLC, Tri-State Indiana Associates, LLC and Tri-State Michigan
Associates, LLC (the "the Konover Hotel Portfolio Borrowers"). Each of the
Borrowers is owned by Tri-State Hotel Holdings, LLC, which is also a newly
formed Delaware special-purpose, bankruptcy-remote limited liability company.
The manager of the Borrowers and of Tri-State Hotel Holdings, LLC is Tri-State
Hotel Associates, LLC. Tri-State Hotel Associates, LLC is owned 50% by JCSK
Tri-State Holdings, LLC (which is owned, ultimately, by Steven Konover and Jane
Coppa) and 50% by Focus Ventures Partners II, LLC (which is owned by Jerald J.
Good, individually, and Focus Enterprises, Inc., which is wholly owned by Jerald
J. Good). Konover Properties Corporation, JCSK Tri-State Holdings, LLC, Focus
Ventures Partners II, LLC and Focus Ventures Partners LLP are all guarantors for
the Loan.

Konover Properties, founded by Simon Konover 45 years ago, is involved in the
development, acquisition, construction, management and ownership of
approximately 200 properties in 17 states across market segments throughout the
East Coast, including residential, office, hotel, retail, and mixed
use/specialty. The company currently manages 1.2 million square feet of office
space, 4,200 apartment units, five hotels, and an exposition center. In
addition, it is currently developing condominiums, mixed-use projects and a
retail center.

Focus Hospitality Services ("Focus") is a real estate development, construction
and management company specializing in the development of limited and full
service hotels. Since 1986, Focus has developed over $100 million in commercial
and residential ventures and currently manages a portfolio of 20 hotels, office
space and raw land. Focus' portfolio consists of $200 million of committed
projects to be developed over the next five years including focused service
hotels, full service hotels, convention centers, museums and indoor/outdoor
water parks. In 2004, Focus was named Developer of the Year by InterContinental
Hotels Group. Jerald J. Good, Focus' President and CEO, has been actively
involved in real estate development since 1964, including involvement in general
real estate brokerage, commercial and residential construction, land development
and property management. He is currently a member and serves on the Board of
Directors as well as the Express Committee and the Development Task Force
Committee of the International Association of Holiday Inns (IAHI), an
organization comprised of the franchise owners of InterContinental Hotels Group
hotel properties.

PROPERTY MANAGEMENT. The Properties will be managed by Konover Hotel
Corporation, which has been active in the hospitality industry for over 40
years. Since inception, the company has constructed, owned, and managed
approximately 25 properties with Hilton, Sheraton, Holiday Inn, Ramada, Quality
Inn, and Days Inn affiliations.

LOCKBOX. Lockbox held at lender selected bank. Cash sweep shall occur upon an
event of default or the date on which the debt service coverage ratio ("DSCR")
for the Konover Hotel Portfolio Loan is less than 1.15x or the DSCR of the total
indebtedness (combined Konover Hotel Portfolio Loan, Konover Hotel Portfolio B
Note, and Konover Hotel Portfolio Mezzanine Note) is less than 1.05x.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       63



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

ESCROWS.  The following  escrows/reserves  have been established with respect to
the Konover Hotel Portfolio Loan:

--------------------------------------------------------------------------------
                                ESCROWS/RESERVES

TYPE:                                        INITIAL                     MONTHLY
--------------------------------------------------------------------------------
Taxes                                         $279,659                   $80,259
Insurance                                      $83,359                   $13,893
PIP Reserve (see below)                     $4,325,000       4% of gross revenue
Immediate Repairs                             $141,125                        $0
Seasonality Reserve                           $500,000                        $0
--------------------------------------------------------------------------------

PIP RESERVE. Amounts on deposit in this reserve evidence franchisors' estimates
of the costs that will be incurred to complete the work described in property
improvement plans ("PIPs") annexed to each of the franchise agreements. The
Konover Hotel Portfolio Borrower covenanted to franchisors to complete the work
detailed in the PIPs and likewise covenanted to complete same to lender. As PIP
work is completed, The Konover Hotel Portfolio Borrower may apply for releases
of monies from the PIP escrow. Lender shall grant or deny such requests for
releases in accordance with the parameters set forth in the loan agreement, it
being understood that, at all times, at least 20% of the PIP monies on deposit
for a given property shall remain on deposit with lender until such time that
The Konover Hotel Portfolio Borrower presents a letter evidencing completion of
all PIP work from the franchisor.

ADDITIONAL DEBT. See "The Loan" description above.

RELEASE PROVISIONS. Up to five properties may be released from the mortgage lien
over the life of the loan subject to release prices of 110% of the allocated
loan amounts and the satisfaction of partial defeasance requirements and other
release conditions in the loan documents including (i) the combined DSCR of all
debt (the Konover Hotel Portfolio Loan, the Konover Hotel Portfolio B Note and
the Konover Hotel Portfolio Mezzanine Note) the for the remaining properties
shall be at least equal to the greater of (x) 1.10x and (y) the DSCR for all of
the properties (including the property to be released) immediately prior to the
release and (ii) the Konover Hotel Portfolio Loan DSCR for the remaining
properties shall be at least equal to the greater of (x) 1.15x and (y) the DSCR
for all of the properties (including the property to be released) immediately
prior to the release. Additionally, the Adrian, MI assets cannot be released
individually.

SUBSTITUTION PROVISIONS. Two years after the creation of the securitization
trust, the Konover Hotel Portfolio Borrower shall be permitted to substitute up
to five of the properties with other hotel properties of like kind and quality
provided that (i) no event of default under the loan documents exists at the
time of such substitution, (ii) the appraised value and net operating income of
the substitute property are greater than the appraised value and net operating
income of the replaced property, (iii) after the substitution, the Loan-to-Value
ratio and DSCR for the Konover Hotel Portfolio Loan are equal to or greater than
such ratios at the time of closing and immediately prior to such substitution,
(iv) the Konover Hotel Portfolio Borrower obtains a rating agency confirmation
with respect to the substitution, and (v) the Konover Hotel Portfolio Borrower
provides legal opinions acceptable to lender, including a REMIC opinion.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       64



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

ANAHEIM PLAZA


                                 [PHOTO OMITTED]


--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                            1
Location (City/State)                                                Anaheim, CA
Property Type                                                             Retail
Size (Square Feet)                                                       345,708
Percentage Physical Occupancy as of October 3, 2006                        98.6%
Year Built                                                                  1995
Year Renovated                                                               NAP
Appraisal Value                                                      $91,500,000
# of Tenant Leases                                                            31
Average Rent Per Square Foot                                              $13.19
Underwritten Economic Occupancy                                            95.0%
Underwritten Revenues                                                 $7,546,100
Underwritten Total Expenses                                           $2,493,233
Underwritten Net Operating Income (NOI)                               $5,052,867
Underwritten Net Cash Flow (NCF)                                      $4,863,520

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


                                 [PHOTO OMITTED]


--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                        MLML
Loan Group                                                                     1
Origination Date                                                November 1, 2006
Cut-off Date Principal Balance                                       $61,750,000
Cut-off Date Loan Balance Per SF                                            $179
Percentage of Initial Mortgage Pool Balance                                 1.4%
Number of Mortgage Loans                                                       1
Type of Security (Fee/Leasehold)                                             Fee
Mortgage Rate                                                            5.4455%
Amortization Type                                                  Interest Only
IO Period (Months)                                                           120
Original Term to Maturity/ARD (Months)                                       120
Original Amortization Term (Months)                                          NAP
Original Call Protection                                     LO(25),DEF(91),O(4)
Lockbox                                                         None at Closing,
                                                                  Springing Hard
Cut-off Date LTV Ratio                                                     67.5%
LTV Ratio at Maturity or ARD                                               67.5%
Underwritten DSCR on NOI                                                   1.48x
Underwritten DSCR on NCF                                                   1.43x
--------------------------------------------------------------------------------


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       65



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


                                  [MAP OMITTED]


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       66



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

THE LOAN. The mortgage loan (the "Anaheim Plaza Loan") is evidenced by a single
promissory note secured by a first mortgage encumbering a 345,708 square foot
retail center (the "Anaheim Plaza Property") located in Anaheim, California. The
Anaheim Plaza Loan represents approximately 1.4% of the initial mortgage pool
balance and approximately 1.7% of the initial loan group 1 balance.

The Anaheim Plaza Loan was originated on November 1, 2006, and has a principal
balance as of the cut-off date of $61,750,000. The Anaheim Plaza Loan has a
remaining term of 119 months and a scheduled maturity date of November 1, 2016.
The Anaheim Plaza Loan permits defeasance of the entire loan with United States
Treasury obligations or other non-callable government securities beginning two
years after the creation of the securitization trust. Voluntary prepayment of
the Anaheim Plaza Loan is permitted on or after August 1, 2016 without penalty.

THE PROPERTY. The Anaheim Plaza Property is a 345,708 square foot anchored
retail center built in 1995. The Anaheim Plaza Property is anchored by Mervyn's
(80,000 sf), Gigante (54,087 sf), and Office Max (30,000 sf). The property is
currently 98.6% occupied by 30 tenants, with the anchors as well as several of
the in-line tenants being national retailers, including Baskin Robbins,
Citibank, CompUSA, GNC, Party City, Payless Shoesource, Petco, Radio Shack, Ross
Dress For Less, Subway, Supercuts, and Wendy's. In addition, the Anaheim Plaza
Property is shadow-anchored by Wal-Mart. The property is located in an
established infill location with a dense population of approximately 656,454
persons within a five-mile radius. The improvements are located at the northeast
corner of Interstate-5 and Euclid Street approximately 23 miles southeast of the
Los Angeles CBD. Interstate-5 is the westernmost interstate highway in the
United States and links the majority of the metropolitan areas in California
(San Diego, Los Angeles, and Sacramento); Oregon (Eugene, Salem, and Portland);
and Washington (Tacoma, Seattle and Everett). The property's location is
convenient to downtown Los Angeles, its suburbs, and all local and major
arteries. Additionally, the Los Angeles International Airport is located 26
miles northwest of the subject.

The Anaheim Plaza Property is bisected by West Crescent Avenue. Of the
property's 10 buildings, three are located on the north side of West Crescent
Avenue, while the remaining seven are situated on the south side. The northern
site consists of one primary and two outparcel structures, while the southern
site consists of three primary and four outparcel structures. Tenants occupying
outparcel spaces include CitiFinancial, Wendy's, Marie Calendar's, Party City,
AAA and Petco.

The following table presents certain information relating to the major tenants
at the Anaheim Plaza Property:



--------------------------------------------------------------------------------------------------
                                     MAJOR TENANT INFORMATION

                                        CREDIT RATINGS    SQUARE    % OF    BASE RENT     LEASE
TENANT NAME           PARENT COMPANY   (MOODY'S/S&P)(1)    FEET      GLA       PSF      EXPIRATION
--------------------------------------------------------------------------------------------------

Mervyn's                                      NR           80,000   23.1%     $2.74      7/31/2012
Gigante                                     NR/BB          54,087   15.6       8.85      5/31/2023
Office Max                                  Ba3/B+         30,000    8.7      15.50     11/30/2011
Ross Dress for Less                         NR/BBB         27,314    7.9      11.95      1/31/2010
CompUSA                                       NR           26,000    7.5      12.00     11/30/2007
--------------------------------------------------------------------------------------------------
TOTAL WEIGHTED AVG.                                       217,401   62.9%     $8.29
--------------------------------------------------------------------------------------------------


(1)   Ratings provided are for the entity identified in the "Parent Company"
      column whether or not the Parent Company guarantees the lease.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       67



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

The following table presents certain information relating to the lease rollover
schedule at the Anaheim Plaza Property:



------------------------------------------------------------------------------------------------------------------------------------
                                                    LEASE ROLLOVER SCHEDULE(1,2)

                                                                                                                          CUMULATIVE
                                                                    % OF BASE                  CUMULATIVE    CUMULATIVE      % OF
            NUMBER OF LEASES   SQUARE FEET   % OF GLA   BASE RENT     RENT      CUMULATIVE        % OF       BASE RENT    BASE RENT
YEAR            EXPIRING        EXPIRING     EXPIRING   EXPIRING    EXPIRING    SF EXPIRING   GLA EXPIRING    EXPIRING     EXPIRING
------------------------------------------------------------------------------------------------------------------------------------

Vacant                             5,000        1.4%           --       0.0%         5,000           1.4%           --         0.0%
2007                2             27,260        7.9       352,370       7.8%        32,260           9.3%      352,370         7.8%
2008                3             11,251        3.3       242,828       5.4%        43,511          12.6%      595,199        13.2%
2009                4             20,524        5.9       335,381       7.5%        64,035          18.5%      930,580        20.7%
2010                7             40,321       11.7       730,657      16.3%       104,356          30.2%    1,661,237        37.0%
2011                6             68,179       19.7     1,428,130      31.8%       172,535          49.9%    3,089,367        68.7%
2012                2             85,800       24.8       317,104       7.1%       258,335          74.7%    3,406,471        75.8%
2014                2             14,786        4.3       322,091       7.2%       273,121          79.0%    3,728,562        83.0%
Thereafter          5             72,587       21.0       765,150      17.0%       345,708         100.0%    4,493,712       100.0%
------------------------------------------------------------------------------------------------------------------------------------
TOTAL              31            345,708      100.0%    4,493,712
------------------------------------------------------------------------------------------------------------------------------------


THE MARKET.(3) The Anaheim Plaza Property is located in central submarket of
Anaheim, Orange County, California. The submarket contains approximately 8.4
million square feet with an average rent of $25.66 psf and vacancy of 3.1%.
Vacancy rates have held steady over the last several years with annual average
rent increases of 3.7% from 2001 to 2005. According to REIS, there is little new
construction in the central submarket.

Orange County has a population of 2,988,000 residents, representing 22.9% of the
Los Angeles-Long Beach Santa Ana MSA. According to Claritas, the estimated 2005
population in the one-, three-, and five-mile radius of the property is 35,591,
287,064, and 656,454 residents, respectively, and has experienced steady growth
from 2000 to 2005. The estimated 2005 average household income is $54,873,
$57,479, and $62,327 for the same radii, respectively. According to the US
Bureau of Labor Statistics, Orange County had an average unemployment rate of
3.4% in 2005, significantly lower than California's rate of 5.4% and national
average of 4.6%. Supporting the economy are the manufacturing, travel, tourism,
and aerospace industries.

THE BORROWER. PK II Anaheim Plaza LP (the "Anaheim Plaza Borrower") is a joint
venture special purpose entity controlled by Prudential Real Estate Investors
("PREI") (85%) and Kimco (15%).

Kimco and PREI are sponsors of twenty-five (25) joint venture borrowers (the
"Kimco Portfolio Borrowers"). Each of the Kimco Portfolio Borrowers has incurred
a mortgage loan that will be included in the trust. All equity interests in the
Kimco Portfolio Borrowers, including the Anaheim Plaza Borrower, have been
pledged by Kimco and PREI to secure a mezzanine loan in the approximate amount
of $1,200,000,000 (the "Kimco Portfolio Mezzanine Loan") to an affiliate of the
Kimco Portfolio Borrowers on October 31, 2006 in connection with the acquisition
of Pan Pacific Retail Properties, Inc. Any foreclosure of the Kimco Portfolio
Mezzanine Loan that would result in either Kimco or PREI failing to control the
Kimco Portfolio Borrowers and owning at least 10% direct or indirect interest in
the Kimco Portfolio Borrowers is not permitted without lender's consent.

Kimco is a leading retail REIT specializing in the acquisitions, development,
and management of neighborhood and community shopping centers. Formed in 1960,
Kimco is currently the nation's largest publicly traded owner and operator of
neighborhood and community shopping centers, with more than 1,118 properties
totaling 143.6 million square feet of leaseable space in 45 states, Canada,
Mexico and Puerto Rico.

PREI has over $18.8 billion in real estate assets under management. PREI has
been managing real estate for U.S. institutional clients since 1970 and has a
domestic staff of 280 individuals. This property will be funded through
Prudential's PRISA II fund, which had net assets of approximately $4.2 billion
as of June 2006 with 77 clients and 89 investments.

PROPERTY MANAGEMENT. The property is managed by KRC Property Management I, Inc.,
an affiliate of Kimco.

LOCKBOX. Upon the occurrence and continuation of an Event of Default (as defined
in the loan documents), all rents will be deposited into a cash management
account controlled by lender..

______________________________
(1)   Information obtained from Anaheim Plaza Borrower's rent roll dated October
      3, 2006.

(2)   Includes ground lease tenants if any.

(3)   Certain information in this section was obtained from a third party
      appraisal. The appraisal relies on many assumptions, and no representation
      is made as to the accuracy of the assumptions underlying the appraisal.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       68



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

ESCROWS. The following escrow/reserve accounts have been established with
respect to Anaheim Plaza Loan:

--------------------------------------------------------------------------------
                                ESCROWS/RESERVES

TYPE:                                                 INITIAL            MONTHLY
--------------------------------------------------------------------------------
Taxes                                                      $0                 $0
Insurance                                                  $0                 $0
Immediate Repairs                                          $0                 $0
Capital Expenditures                                       $0                 $0
Rollover Reserve                                           $0                 $0
--------------------------------------------------------------------------------

ADDITIONAL DEBT. None.

RELEASE PROVISIONS. None.

SUBSTITUTION PROVISIONS. None.

ENVIRONMENTAL INSURANCE. Historical uses at certain properties include gas
stations and dry cleaners. Kimco and PREI have obtained an environmental
insurance policy from the Chubb Group of Insurance Companies with a coverage
amount of $50,000,000.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       69



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


                      [THIS PAGE INTENTIONALLY LEFT BLANK.]


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       70



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

SAHARA PAVILION NORTH


                                [PHOTO OMITTED]


--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties                                            1
Location (City/State)                                              Las Vegas, NV
Property Type                                                             Retail
Size (Square Feet)                                                       333,679
Percentage Physical Occupancy as of October 3, 2006                        91.6%
Year Built                                                                  1989
Year Renovated                                                               NAP
Appraisal Value                                                      $78,000,000
# of Tenant Leases                                                            60
Average Rent Per Square Foot                                              $15.53
Underwritten Economic Occupancy                                            88.5%
Underwritten Revenues                                                 $6,103,099
Underwritten Total Expenses                                           $1,526,683
Underwritten Net Operating Income (NOI)                               $4,576,416
Underwritten Net Cash Flow (NCF)                                      $4,346,728

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


                                 [PHOTO OMITTED]


--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller                                                        MLML
Loan Group                                                                     1
Origination Date                                                November 1, 2006
Cut-off Date Principal Balance                                       $56,250,000
Cut-off Date Loan Balance Per SF                                            $169
Percentage of Initial Mortgage Pool Balance                                 1.2%
Number of Mortgage Loans                                                       1
Type of Security (Fee/Leasehold)                                             Fee
Mortgage Rate                                                            5.4455%
Amortization Type                                                  Interest Only
IO Period (Months)                                                           120
Original Term to Maturity/ARD (Months)                                       120
Original Amortization Term (Months)                                          NAP
Original Call Protection                                     LO(25),DEF(91),O(4)
Lockbox                                                         None at Closing,
                                                                  Springing Hard
Cut-off Date LTV Ratio                                                     72.1%
LTV Ratio at Maturity or ARD                                               72.1%
Underwritten DSCR on NOI                                                   1.47x
Underwritten DSCR on NCF                                                   1.40x
--------------------------------------------------------------------------------


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       71



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------


                                  [MAP OMITTED]


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       72



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Sahara Pavilion North Loan") is evidenced by a
single promissory note secured by a first mortgage encumbering a 333,679 square
foot retail center (the "Sahara Pavilion North Property") located in Las Vegas,
Nevada. The Sahara Pavilion North Loan represents approximately 1.2% of the
initial mortgage pool balance and approximately 1.5% of the initial loan group 1
balance.

The Sahara Pavilion North Loan was originated on November 1, 2006, and has a
principal balance as of the cut-off date of $56,250,000. The Sahara Pavilion
North Loan has a remaining term of 119 months and a scheduled maturity date of
November 1, 2016. The Sahara Pavilion North Loan permits defeasance of the
entire loan with United States Treasury obligations or other non-callable
government securities beginning two years after the creation of the
securitization trust. Voluntary prepayment of the Sahara Pavilion North Loan is
permitted on or after August 1, 2016 without penalty.

THE PROPERTY. The Sahara Pavilion North Property is a 333,679 square foot
anchored retail center built in 1989 and anchored by Von's Supermarket, Carpets
N More and TJ Maxx. The property is currently 91.6% occupied by 60 tenants, with
the anchors as well as several of the in-line tenants being national retailers,
including Border's Books, FedEx Kinko's, Gold's Gym, and Jo-Ann Fabrics. The
Property occupies an established in-fill location within a stable market and is
the only power center within a three mile radius. The Sahara Pavilion North
Property consists of five single-story structures with three stand alone
buildings on the southwest corner of the site.

The Sahara Pavilion North Property is located on the northeast corner of West
Sahara Avenue and Decatur Boulevard convenient to downtown Las Vegas, its
suburbs and all local and major arteries. The site has multiple access points,
consisting of three curb cuts from West Sahara Avenue and four curb cuts from
Decatur Boulevard. West Sahara Avenue connects with Interstate 15, a major
commercial roadway for the area. The McCarran International Airport and the Las
Vegas CBD are located approximately four miles southeast and southwest of the
property, respectively. Additionally, the Las Vegas strip is approximately two
miles from the subject.

The following table presents certain information relating to the major tenants
at the Sahara Pavilion North Property:



------------------------------------------------------------------------------------------------------------------------------
                                                   MAJOR TENANT INFORMATION

                                     PARENT           CREDIT RATINGS        SQUARE         % OF       BASE RENT       LEASE
TENANT NAME                         COMPANY           (MOODY'S/S&P)(1)       FEET           GLA          PSF       EXPIRATION
------------------------------------------------------------------------------------------------------------------------------

Vons                              Safeway, Inc           Baa2/BBB-          50,661         15.2%       $ 7.00       9/10/2011
Carpets-N-More                                              NR              27,683         8.3%        $ 9.60       6/30/2015
T.J. Maxx                                                  A3/A             25,200         7.6%        $ 6.98       1/31/2010
------------------------------------------------------------------------------------------------------------------------------


The following table presents certain information relating to the lease rollover
schedule at the Sahara Pavilion North Property:



-------------------------------------------------------------------------------------------------------------------------------
                                                 LEASE ROLLOVER SCHEDULE(2,3)

                NUMBER      SQUARE                             % OF                    CUMULATIVE   CUMULATIVE     CUMULATIVE
               OF LEASES     FEET     % OF GLA   BASE RENT   BASE RENT   CUMULATIVE     % OF GLA    BASE RENT    % OF BASE RENT
YEAR           EXPIRING    EXPIRING   EXPIRING   EXPIRING    EXPIRING    SF EXPIRING    EXPIRING     EXPIRING       EXPIRING
-------------------------------------------------------------------------------------------------------------------------------

Vacant                      28,130       8.4%           --       0.0%       28,130         8.4%            --          0.0%
MTM                3         9,170       2.7%      322,633       6.8%       37,300        11.2%       322,633          6.8%
2007              13        37,597      11.3%      688,884      14.5%       74,897        22.4%     1,011,517         21.3%
2008              11        26,709       8.0%      546,030      11.5%      101,606        30.5%     1,557,546         32.8%
2009               6        18,973       5.7%      357,662       7.5%      120,579        36.1%     1,915,208         40.4%
2010              15        75,665      22.7%    1,264,943      26.7%      196,244        58.8%     3,180,151         67.0%
2011               6        64,460      19.3%      658,177      13.9%      260,704        78.1%     3,838,328         80.9%
2012               4        44,092      13.2%      611,102      12.9%      304,796        91.3%     4,449,430         93.7%
2013               1         1,200       0.4%       30,960       0.7%      305,996        91.7%     4,480,390         94.4%
Thereafter         1        27,683       8.3%      265,757       5.6%      333,679       100.0%     4,746,147        100.0%
-------------------------------------------------------------------------------------------------------------------------------
TOTAL .......     60       333,679     100.0%    4,746,147     100.0%
-------------------------------------------------------------------------------------------------------------------------------


____________________________
(1)   Ratings provided are for the entity identified in the "Parent Company"
      column whether or not the Parent Company guarantees the lease.

(2)   Information obtained from Sahara Pavilion North Borrower's rent roll dated
      October 3, 2006.

(3)   Includes ground lease tenants if any.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       73



ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
--------------------------------------------------------------------------------

THE MARKET.(1) The Sahara Pavilion North Property is located in west central
submarket of Las Vegas, Clark County, Nevada. As of the 2nd quarter 2006, the
submarket contains approximately 4.3 million square feet with an average rent of
$16.68 psf with a vacancy rate of 3.5%. Within the property's primary,
five-property competitive set, occupancies ranged from 94% to 100%, averaging
97%.

In 2005, the Las Vegas MSA had a population of 1,720,000 residents, an increase
of 5.2% annually since 1995. This MSA represents 70.9% of the state's population
of over 2.3 million residents. According to the Las Vegas Chamber of Commerce,
approximately 5,000 people move to the Las Vegas Valley each month. According to
Claritas, the estimated 2005 population in the one-, three-, and five-mile
radius of the property was 23,718, 151,587, and 462,344 residents, respectively.
The estimated 2005 average household income was $69,251, $93,449, and $95,360
for the same radii, respectively. As of 2005, the unemployment rate for the Las
Vegas MSA was 4.0%, lower than both the state and national levels of 4.2% and
4.9%, respectively.

According to the US Bureau of Labor Statistics, Las Vegas' highest employed
sectors in August 2006 were leisure and hospitality (29.8% of total employment),
trade, transportation & utilities (17.0%), professional and business services
(12.5%), and construction (12.4%). In January 2006, visitors of Las Vegas
totaled nearly 3.2 million people, an increase of 4.2% over January 2005.
Year-end 2005 numbers indicate that visitors to the area totaled 38.6 million
people while convention attendees totaled 6.2 million people, up 3.2% and 7.5%
over 2004, respectively.

THE BORROWER. PK II Sahara Pavilion North LLC (the "Sahara Pavilion North
Borrower") is a joint venture special purpose entity controlled by Prudential
Real Estate Investors ("PREI")(85%) and Kimco (15%).

Kimco and PREI are sponsors of twenty-five (25) joint venture borrowers (the
"Kimco Portfolio Borrowers"). Each of the Kimco Portfolio Borrowers has incurred
a mortgage loan that will be included in the trust. All equity interests in the
Kimco Portfolio Borrowers, including the Sahara Pavilion North Borrower, have
been pledged by Kimco and PREI to secure a mezzanine loan in the approximate
amount of $1,200,000,000 (the "Kimco Portfolio Mezzanine Loan") to an affiliate
of the Kimco Portfolio Borrowers on October 31, 2006 in connection with the
acquisition of Pan Pacific Retail Properties, Inc. Any foreclosure of the Kimco
Portfolio Mezzanine Loan that would result in either Kimco or PREI failing to
control the Kimco Portfolio Borrowers and owning at least 10% direct or indirect
interest in the Kimco Portfolio Borrowers is not permitted without lender's
consent.

Kimco is a leading retail REIT specializing in the acquisitions, development,
and management of neighborhood and community shopping centers. Formed in 1960,
Kimco is currently the nation's largest publicly traded owner and operator of
neighborhood and community shopping centers, with more than 1,118 properties
totaling 143.6 million square feet of leaseable space in 45 states, Canada,
Mexico and Puerto Rico.

PREI has over $18.8 billion in real estate assets under management. PREI has
been managing real estate for U.S. institutional clients since 1970 and has a
domestic staff of 280 individuals. This property will be funded through
Prudential's PRISA II fund, which had net assets of approximately $4.2 billion
as of June 2006 with 77 clients and 89 investments.

PROPERTY MANAGEMENT. The property is self-managed by KRC Property Management I,
Inc., an affiliate of Kimco.

LOCKBOX. Upon the occurrence and continuation of an Event of Default (as defined
in the loan documents), all rents will be deposited into a cash management
account controlled by lender.

ESCROWS. The following escrow/reserve accounts have been established with
respect to Sahara Pavilion North Loan:

--------------------------------------------------------------------------------
                                ESCROWS/RESERVES

TYPE:                                        INITIAL                 MONTHLY
--------------------------------------------------------------------------------
Taxes                                          $0                         $0
Insurance                                      $0                         $0
Immediate Repairs                              $0                         $0
Capital Expenditures                           $0                         $0
Rollover Reserve                               $0                         $0
--------------------------------------------------------------------------------

ADDITIONAL DEBT. None.

RELEASE PROVISIONS. None.

SUBSTITUTION PROVISIONS. None.

ENVIRONMENTAL INSURANCE. Historical uses at certain properties include gas
stations and dry cleaners. Kimco and PREI have obtained an environmental
insurance policy from the Chubb Group of Insurance Companies with a coverage
amount of $50,000,000.

______________________________
(1)   Certain information in this section was obtained from a third party
      appraisal. The appraisal relies on many assumptions, and no representation
      is made as to the accuracy of the assumptions underlying the appraisal.


This material is being provided by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Countrywide Securities Corporation, IXIS Securities North America
Inc., PNC Capital Markets LLC, Credit Suisse Securities (USA) LLC and Deutsche
Bank Securities Inc. (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.

                                       74

[LaSalle Bank ABN AMRO LOGO]                       ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4                 Statement Date: 12-Jan-07
                                                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:   12-Jan-07
135 S. LaSalle Street, Suite 1625                               SERIES 2006-4                              Prior Payment:        N/A
Chicago, IL 60603                                                                                          Next Payment:   12-Feb-07
USA                                                                                                        Record Date:    31-Dec-06

Administrator:                                                  ABN AMRO ACCT:                    Analyst:
Deanna Murphy 312.904.7989                           REPORTING PACKAGE TABLE OF CONTENTS          Patrick Gong 714.259.6253
deanna.murphy@abnamro.com                                                                         patrick.gong@abnamro.com




---------------------------   ----------------------------------------------------------------
                                                                                       Page(s)   -------------------------------
Issue Id:          MLCFC064   Statements to Certificateholders                         Page 2    Closing Date: 11-Dec-2006
                              Cash Reconciliation Summary                              Page 3
Monthly Data File             Bond Interest Reconciliation                             Page 4    First Payment Date: 12-Jan-2007
Name: MLCFC064_200601_3.ZIP   Bond Interest Reconciliation                             Page 5
---------------------------   Bond Principal Reconciliation                            Page 6    Rated Final Payment Date:
                              Shortfall Summary Report                                 Page 7
                              Asset-Backed Facts ~ 15 Month Loan Status Summary        Page 8    Determination Date:
                              Asset-Backed Facts ~ 15 Month Loan Payoff/Loss Summary   Page 9
                              Mortgage Loan Characteristics                            Page 10       Trust Collection Period
                              Delinquent Loan Detail                                   Page 11   -------------------------------
                              Loan Level Detail                                        Page 12
                              Realized Loss Detail                                     Page 13
                              Collateral Realized Loss                                 Page 14
                              Appraisal Reduction Detail                               Page 15
                              Material Breaches Detail                                 Page 16
                              Historical Collateral Prepayment                         Page 17
                              Specially Serviced (Part I) - Loan Detail                Page 18
                              Specially Serviced (Part II) - Servicer Comments         Page 19
                              Summary of Loan Maturity Extensions                      Page 20
                              Rating Information                                       Page 21
                              Other Related Information                                Page 22
                              ----------------------------------------------------------------


--------------------------------------------------------------------------------
                           PARTIES TO THE TRANSACTION
--------------------------------------------------------------------------------
                Depositor: Merrill Lynch Mortgage Investors, Inc.

     Master Servicer: Midland Loan Services, Inc./Wells Fargo Bank, National
                                   Association

    Rating Agency: Moody's Investors Service, Inc./Standard & Poor's Ratings
                                    Services

          Special Servicer: J.E. Robert Company, Inc/LNR Partners, Inc.

 Underwriter: Countrywide Securities Corporation/Credit Suisse Securities (USA)
  LLC/Deutsche Bank Securities Inc./IXIS Securities North America Inc./Merrill
       Lynch, Pierce, Fenner & Smith Incorporated/PNC Capital Markets LLC
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
       INFORMATION IS AVAILABLE FOR THIS ISSUE FROM THE FOLLOWING SOURCES
--------------------------------------------------------------------------------
LaSalle Web Site                                                www.etrustee.net
Servicer Web Site                                              www.midlandls.com
LaSalle Factor Line                                                 800.246.5761
--------------------------------------------------------------------------------


                                                                    PAGE 1 OF 22





[LaSalle Bank ABN AMRO LOGO]                       ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4                 Statement Date: 12-Jan-07
                                                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:   12-Jan-07
                                                                SERIES 2006-4                              Prior Payment:        N/A
                                                                                                           Next Payment:   12-Feb-07
                                                                                                           Record Date:    31-Dec-06


                                 ABN AMRO ACCT:



           ORIGINAL      OPENING   PRINCIPAL      PRINCIPAL       NEGATIVE     CLOSING     INTEREST     INTEREST    PASS-THROUGH
CLASS   FACE VALUE (1)   BALANCE    PAYMENT     ADJ. OR LOSS    AMORTIZATION   BALANCE   PAYMENT (2)   ADJUSTMENT       RATE
--------------------------------------------------------------------------------------------------------------------------------

CUSIP                                                                                                               Next Rate(3)
--------------------------------------------------------------------------------------------------------------------------------
Total
--------------------------------------------------------------------------------------------------------------------------------


                                -----------------------------------------------
                                Total P&I Payment
                                -----------------------------------------------

Notes: (1) N denotes notional balance not included in total (2) Accrued Interest
Plus/Minus Interest Adjustment Minus Deferred Interest equals Interest Payment
(3) Estimated. * Denotes Controlling Class


                                                                    PAGE 2 OF 22





[LaSalle Bank ABN AMRO LOGO]                       ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4                 Statement Date: 12-Jan-07
                                                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:   12-Jan-07
                                                                SERIES 2006-4                              Prior Payment:        N/A
                                                                                                           Next Payment:   12-Feb-07
                                                                                                           Record Date:    31-Dec-06


                                 ABN AMRO ACCT:
                           CASH RECONCILIATION SUMMARY

--------------------------------------------------------------------------------
                                INTEREST SUMMARY
--------------------------------------------------------------------------------
Current Scheduled Interest                                                  0.00
Less Deferred Interest                                                      0.00
Less PPIS Reducing Scheduled Int                                            0.00
Plus Gross Advance Interest                                                 0.00
Less ASER Interest Adv Reduction                                            0.00
Less Other Interest Not Advanced                                            0.00
Less Other Adjustment                                                       0.00
--------------------------------------------------------------------------------
Total                                                                       0.00
--------------------------------------------------------------------------------

UNSCHEDULED INTEREST:
--------------------------------------------------------------------------------
Prepayment Penalties                                                        0.00
Yield Maintenance Penalties                                                 0.00
Other Interest Proceeds                                                     0.00
--------------------------------------------------------------------------------
Total                                                                       0.00
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Less Fee Paid To Servicer                                                   0.00
Less Fee Strips Paid by Servicer                                            0.00
--------------------------------------------------------------------------------
LESS FEES & EXPENSES PAID BY/TO SERVICER
--------------------------------------------------------------------------------
Special Servicing Fees                                                      0.00
Workout Fees                                                                0.00
Liquidation Fees                                                            0.00
Interest Due Serv on Advances                                               0.00
Non Recoverable Advances                                                    0.00
Misc. Fees & Expenses                                                       0.00
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Total Unscheduled Fees & Expenses                                           0.00
--------------------------------------------------------------------------------
Total Interest Due Trust                                                    0.00
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
LESS FEES & EXPENSES PAID BY/TO TRUST
--------------------------------------------------------------------------------
Trustee Fee                                                                 0.00
Fee Strips                                                                  0.00
Misc. Fees                                                                  0.00
Interest Reserve Withholding                                                0.00
Plus Interest Reserve Deposit                                               0.00
--------------------------------------------------------------------------------
Total                                                                       0.00
--------------------------------------------------------------------------------
Total Interest Due Certs                                                    0.00
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                PRINCIPAL SUMMARY
--------------------------------------------------------------------------------
SCHEDULED PRINCIPAL:
Current Scheduled Principal                                                 0.00
Advanced Scheduled Principal                                                0.00
--------------------------------------------------------------------------------
Scheduled Principal                                                         0.00
--------------------------------------------------------------------------------
UNSCHEDULED PRINCIPAL:
Curtailments                                                                0.00
Prepayments in Full                                                         0.00
Liquidation Proceeds                                                        0.00
Repurchase Proceeds                                                         0.00
Other Principal Proceeds                                                    0.00
--------------------------------------------------------------------------------
Total Unscheduled Principal                                                 0.00
--------------------------------------------------------------------------------
Remittance Principal                                                        0.00
--------------------------------------------------------------------------------
Remittance P&I Due Trust                                                    0.00
--------------------------------------------------------------------------------
Remittance P&I Due Certs                                                    0.00
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              POOL BALANCE SUMMARY
--------------------------------------------------------------------------------
                                                                 Balance   Count
--------------------------------------------------------------------------------
Beginning Pool                                                      0.00       0
Scheduled Principal                                                 0.00       0
Unscheduled Principal                                               0.00       0
Deferred Interest                                                   0.00
Liquidations                                                        0.00       0
Repurchases                                                         0.00       0
--------------------------------------------------------------------------------
Ending Pool                                                         0.00       0
--------------------------------------------------------------------------------

                        NON-P&I SERVICING ADVANCE SUMMARY
--------------------------------------------------------------------------------
                                                                          Amount
--------------------------------------------------------------------------------
Prior Outstanding                                                           0.00
Plus Current Period                                                         0.00
Less Recovered                                                              0.00
Less Non Recovered                                                          0.00
Ending Outstanding                                                          0.00
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              SERVICING FEE SUMMARY
--------------------------------------------------------------------------------
Current Servicing Fees                                                      0.00
Plus Fees Advanced for PPIS                                                 0.00
Less Reduction for PPIS                                                     0.00
Plus Delinquent Servicing Fees                                              0.00
--------------------------------------------------------------------------------
Total Servicing Fees                                                        0.00
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                  CUMULATIVE PREPAYMENT CONSIDERATION RECEIVED
--------------------------------------------------------------------------------
Prepayment Premiums                                                         0.00
Yield Maintenance                                                           0.00
Other Interest                                                              0.00
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                  PPIS SUMMARY
--------------------------------------------------------------------------------
Gross PPIS                                                                  0.00
Reduced by PPIE                                                             0.00
Reduced by Shortfalls in Fees                                               0.00
Reduced by Other Amounts                                                    0.00
PPIS Reducing Scheduled Interest                                            0.00
PPIS Reducing Servicing Fee                                                 0.00
PPIS Due Certificate                                                        0.00
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                   ADVANCE SUMMARY (ADVANCE MADE BY SERVICER)
--------------------------------------------------------------------------------
                                                            Principal   Interest
--------------------------------------------------------------------------------
Prior Outstanding                                                0.00       0.00
Plus Current Period                                              0.00       0.00
Less Recovered                                                   0.00       0.00
Less Non Recovered                                               0.00       0.00
Ending Outstanding                                               0.00       0.00
--------------------------------------------------------------------------------


                                                                    PAGE 3 OF 22





[LaSalle Bank ABN AMRO LOGO]                       ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4                 Statement Date: 12-Jan-07
                                                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:   12-Jan-07
                                                                SERIES 2006-4                              Prior Payment:        N/A
                                                                                                           Next Payment:   12-Feb-07
                                                                                                           Record Date:    31-Dec-06


                                 ABN AMRO ACCT:

                       BOND INTEREST RECONCILIATION DETAIL




           Accrual                 Pass-      Accrued       Total        Total     Distributable
        -------------   Opening   Through   Certificate   Interest     Interest     Certificate
Class   Method   Days   Balance     Rate      Interest    Additions   Deductions      Interest
------------------------------------------------------------------------------------------------



                     Current    Remaining           Credit
        Interest     Period    Outstanding          Support
         Payment   Shortfall     Interest   ----------------------
Class    Amount     Recovery    Shorfalls   Original   Current (1)
------------------------------------------------------------------




(1)  Determined as follows: (A) the ending balance of all the classes less (B)
     the sum of (i) the ending balance of the class and (ii) the ending balance
     of all classes which are not subordinate to the class divided by (A).


                                                                    PAGE 4 OF 22





[LaSalle Bank ABN AMRO LOGO]                       ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4                 Statement Date: 12-Jan-07
                                                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:   12-Jan-07
                                                                SERIES 2006-4                              Prior Payment:        N/A
                                                                                                           Next Payment:   12-Feb-07
                                                                                                           Record Date:    31-Dec-06


                                 ABN AMRO ACCT:

                       BOND INTEREST RECONCILIATION DETAIL



                                                                Additions
                              -----------------------------------------------------------------------------
          Prior     Current                                                                        Other
        Interest   Interest   Prior Interest    Interest Accrual    Prepayment      Yield        Interest
Class   Due Date   Due Date    Shortfall Due   On Prior Shortfall    Premiums    Maintenance   Proceeds (1)
-----------------------------------------------------------------------------------------------------------



                     Deductions
        ------------------------------------
                    Deferred &                  Distributable   Interest
        Allocable    Accretion     Interest      Certificate     Payment
Class      PPIS      Interest    Loss Expense      Interest      Amount
------------------------------------------------------------------------




(1)  Other Interest Proceeds are additional interest amounts specifically
     allocated to the bond(s) and used in determining the Bondholder's
     Distributable Interest.


                                                                    PAGE 5 OF 22





[LaSalle Bank ABN AMRO LOGO]                       ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4                 Statement Date: 12-Jan-07
                                                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:   12-Jan-07
                                                                SERIES 2006-4                              Prior Payment:        N/A
                                                                                                           Next Payment:   12-Feb-07
                                                                                                           Record Date:    31-Dec-06


                                 ABN AMRO ACCT:

                          BOND PRINCIPAL RECONCILIATION



                                                                                     Accreted Principal
                                                                                 --------------------------
                           Basic         Extra      Int Shortfall      Pool         Extra         Pledged
          Beginning      Principal     Principal       Res Fund        Loss       Principal     Certificate
Class   Class Balance   Payment Amt   Payment Amt      Release      Allocation   Payment Amt   Def Interest
-----------------------------------------------------------------------------------------------------------

                                                                                                   0.00
                                                                                                   ----
                                                                                                   0.00


                                                 Interest
        Prior     Cumulative                    Accrued On     Rated        Credit Support
       Losses        Pool          Ending      Pool Losses     Final    ---------------------
Class Reimbursed     Loss      Class Balance    Cls A - M    Maturity   Original   Current(4)
---------------------------------------------------------------------------------------------






(1)  Extra Principal Amounts: the lessor of (i) the excess, if any, of the
     overcollateralization Target Amount over the Overcollateralization Amount.


                                                                    PAGE 6 OF 22





[LaSalle Bank ABN AMRO LOGO]                       ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4                 Statement Date: 12-Jan-07
                                                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:   12-Jan-07
                                                                SERIES 2006-4                              Prior Payment:        N/A
                                                                                                           Next Payment:   12-Feb-07
                                                                                                           Record Date:    31-Dec-06


                                 ABN AMRO ACCT:
                          INTEREST ADJUSTMENTS SUMMARY

SHORTFALL ALLOCATED TO THE BONDS:
---------------------------------
Net Prepayment Int. Shortfalls Allocated to the Bonds   0.00
Special Servicing Fees                                  0.00
Workout Fees                                            0.00
Liquidation Fees                                        0.00
Legal Fees                                              0.00
Misc. Fees & Expenses Paid by/to Servicer               0.00
Interest Paid to Servicer on Outstanding Advances       0.00
ASER Interest Advance Reduction                         0.00
Interest Not Advanced (Current Period)                  0.00
Recoup of Prior Advances by Servicer                    0.00
Servicing Fees Paid Servicer on Loans Not Advanced      0.00
Misc. Fees & Expenses Paid by Trust                     0.00
Shortfall Due to Rate Modification                      0.00
Other Interest Loss                                     0.00
                                                        ----
Total Shortfall Allocated to the Bonds                  0.00
                                                        ====

EXCESS ALLOCATED TO THE BONDS:
------------------------------
Other Interest Proceeds Due the Bonds                   0.00
Prepayment Interest Excess Due the Bonds                0.00
Interest Income                                         0.00
Yield Maintenance Penalties Due the Bonds               0.00
Prepayment Penalties Due the Bonds                      0.00
Recovered ASER Interest Due the Bonds                   0.00
Recovered Interest Due the Bonds                        0.00
ARD Excess Interest                                     0.00
                                                        ----
Total Excess Allocated to the Bonds                     0.00
                                                        ====

AGGREGATE INTEREST ADJUSTMENT ALLOCATED TO THE BONDS
----------------------------------------------------
Total Excess Allocated to the Bonds                     0.00
Less Total Shortfall Allocated to the Bonds             0.00
                                                        ----
Total Interest Adjustment to the Bonds                  0.00
                                                        ====


                                                                    PAGE 7 OF 22





[LaSalle Bank ABN AMRO LOGO]                       ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4                 Statement Date: 12-Jan-07
                                                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:   12-Jan-07
                                                                SERIES 2006-4                              Prior Payment:        N/A
                                                                                                           Next Payment:   12-Feb-07
                                                                                                           Record Date:    31-Dec-06


                                 ABN AMRO ACCT:
          ASSET-BACKED FACTS ~ 15 MONTH HISTORICAL LOAN STATUS SUMMARY



                                  Delinquency Aging Categories                             Special Event Categories (1)
              --------------------------------------------------------------------  -----------------------------------------
                 Delinq        Delinq        Delinq                                                  Specially
Distribution     1 Month      2 Months      3+ Months    Foreclosure       REO      Modifications    Serviced     Bankruptcy
    Date       #   Balance   #   Balance   #   Balance   #   Balance   #   Balance    #   Balance   #   Balance   #   Balance
-----------------------------------------------------------------------------------------------------------------------------




(1)  Note: Modification, Specially Serviced & Bankruptcy Totals are Included in
     the Appropriate Delinquency Aging Category


                                                                    PAGE 8 OF 22





[LaSalle Bank ABN AMRO LOGO]                       ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4                 Statement Date: 12-Jan-07
                                                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:   12-Jan-07
                                                                SERIES 2006-4                              Prior Payment:        N/A
                                                                                                           Next Payment:   12-Feb-07
                                                                                                           Record Date:    31-Dec-06


                                 ABN AMRO ACCT:
          ASSET-BACKED FACTS ~ 15 MONTH HISTORICAL PAYOFF/LOSS SUMMARY



                 Ending                                  Appraisal   Liquidations    Realized   Remaining  Curr
Distribution    Pool (1)     Payoffs (2)   Penalties    Reduct. (2)       (2)       Losses (2)     Term    Weighted Avg.
      Date       #   Balance   #   Balance   #   Amount   #   Balance   #   Balance   #   Amount  Life       Coupon  Remit
------------------------------------------------------------------------------------------------------------------------





                                                                    PAGE 9 OF 22





[LaSalle Bank ABN AMRO LOGO]                       ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4                 Statement Date: 12-Jan-07
                                                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:   12-Jan-07
                                                                SERIES 2006-4                              Prior Payment:        N/A
                                                                                                           Next Payment:   12-Feb-07
                                                                                                           Record Date:    31-Dec-06


                                 ABN AMRO ACCT:
                          MORTGAGE LOAN CHARACTERISTICS

                       DISTRIBUTION OF PRINCIPAL BALANCES

                                                     Weighted Average
Current Scheduled    # of   Scheduled     % of    ------------------------
     Balance        Loans    Balance    Balance   Term   Coupon   PFY DSCR
--------------------------------------------------------------------------
                     0         0         0.00%

Average Schedule Balance                0
Maximum Schedule Balance   (9,999,999,999)
Minimum Schedule Balance    9,999,999,999

                DISTRIBUTION OF REMAINING TERM (FULLY AMORTIZING)

                                                     Weighted Average
Fully Amortizing    # of   Scheduled     % of    ------------------------
 Mortgage Loans    Loans    Balance    Balance   Term   Coupon   PFY DSCR
-------------------------------------------------------------------------
                     0         0        0.00%

                     DISTRIBUTION OF MORTGAGE INTEREST RATES

                                                     Weighted Average
Current Mortgage    # of   Scheduled     % of    ------------------------
  Interest Rate    Loans    Balance    Balance   Term   Coupon   PFY DSCR
-------------------------------------------------------------------------
                     0         0        0.00%

Minimum Mortgage Interest Rate   __,900.000%
Maximum Mortgage Interest Rate   __,900.000%

                    DISTRIBUTION OF REMAINING TERM (BALLOON)

                                                   Weighted Average
    Balloon       # of   Scheduled     % of    ------------------------
Mortgage Loans   Loans    Balance    Balance   Term   Coupon   PFY DSCR
-----------------------------------------------------------------------
                   0         0        0.00%


                                                                   PAGE 10 OF 22





[LaSalle Bank ABN AMRO LOGO]                       ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4                 Statement Date: 12-Jan-07
                                                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:   12-Jan-07
                                                                SERIES 2006-4                              Prior Payment:        N/A
                                                                                                           Next Payment:   12-Feb-07
                                                                                                           Record Date:    31-Dec-06


                                 ABN AMRO ACCT:
                             DELINQUENT LOAN DETAIL



             Paid   Current   Outstanding   Out. Property     Loan        Special
Disclosure   Thru     P&I         P&I         Protection     Status       Servicer     Foreclosure   Bankruptcy    REO
Control #    Date   Advance    Advances**      Advances     Code (1)   Transfer Date       Date         Date      Date
----------------------------------------------------------------------------------------------------------------------


TOTAL




A. IN GRACE PERIOD                      1. DELINQ. 1 MONTH    3. DELINQUENT 3 + MONTHS        5. NON PERFORMING    9. REO
                                                                                                 MATURED BALLOON

B. LATE PAYMENT BUT < 1 MONTH DELINQ.   2. DELINQ. 2 MONTHS   4. PERFORMING MATURED BALLOON   7. FORECLOSURE


**   Outstanding P&I Advances include the current period P&I Advances and may
     include Servicer Advances.


                                                                   PAGE 11 OF 22





[LaSalle Bank ABN AMRO LOGO]                       ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4                 Statement Date: 12-Jan-07
                                                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:   12-Jan-07
                                                                SERIES 2006-4                              Prior Payment:        N/A
                                                                                                           Next Payment:   12-Feb-07
                                                                                                           Record Date:    31-Dec-06


                                 ABN AMRO ACCT:
                                LOAN LEVEL DETAIL



                                             Operating              Ending                                              Loan
Disclosure         Property  Maturity   PFY  Statement    Geo.    Principal  Note  Scheduled  Prepayment  Prepayment   Status
Control #   Group    Type      Date    DSCR     Date    Location   Balance   Rate     P&I       Amount       Date     Code (1)
------------------------------------------------------------------------------------------------------------------------------




*    NOI and DSCR, if available and reportable under the terms of the trust
     agreement, are based on information obtained from the related borrower, and
     no other party to the agreement shall be held liable for the accuracy or
     methodology used to determine such figures.



(1) Legend:  A. In Grace Period                    1. Delinquent 1 month   3. Delinquent       5. Non Performing  9. REO
                                                                              3+ months           Matured Ballon

             B. Late Payment but < 1 month delinq  2. Delinquent 2 months  4. Performing       7. Foreclosure
                                                                              Matured Balloon



                                                                   PAGE 12 OF 22





[LaSalle Bank ABN AMRO LOGO]                       ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4                 Statement Date: 12-Jan-07
                                                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:   12-Jan-07
                                                                SERIES 2006-4                              Prior Payment:        N/A
                                                                                                           Next Payment:   12-Feb-07
                                                                                                           Record Date:    31-Dec-06


                                 ABN AMRO ACCT:
                              REALIZED LOSS DETAIL



                                          Beginning            Gross Proceeds   Aggregate       Net       Net Proceeds
        Disclosure  Appraisal  Appraisal  Scheduled    Gross      as a % of    Liquidation  Liquidation     as a % of    Realized
Period   Control #     Date      Value     Balance   Proceeds  Sched. Balance   Expenses *    Proceeds   Sched. Balance    Loss
---------------------------------------------------------------------------------------------------------------------------------


---------------------------------------------------------------------------------------------------------------------------------
CURRENT TOTAL

CUMULATIVE
---------------------------------------------------------------------------------------------------------------------------------


*    Aggregate liquidation expenses also include outstanding P&I advances and
     unpaid servicing fees, unpaid trustee fees, etc..


                                                                   PAGE 13 OF 22





[LaSalle Bank ABN AMRO LOGO]                       ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4                 Statement Date: 12-Jan-07
                                                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:   12-Jan-07
                                                                SERIES 2006-4                              Prior Payment:        N/A
                                                                                                           Next Payment:   12-Feb-07
                                                                                                           Record Date:    31-Dec-06


                                 ABN AMRO ACCT:
                  BOND/COLLATERAL REALIZED LOSS RECONCILIATION



                                                                                   Interest                    Additional
                                                Prior                            (Shortages)/  Modification  (Recoveries)/
                     Beginning                Realized                             Excesses    Adjustments/     Expenses
                      Balance    Aggregate  Loss Applied    Amounts Covered by      applied      Appraisal     applied to
                       of the     Realized       to       Overcollateralization   to Realized    Reduction      Realized
Prospectus            Loan at       Loss    Certificates     and other Credit       Losses      Adjustment       Losses
    ID      Period  Liquidation   on Loans        A                 B                  C             D             E
--------------------------------------------------------------------------------------------------------------------------

CUMULATIVE


                                        (Recoveries)/
               Current      Recoveries     Realized
               Realized         of           Loss
                 Loss        Realized     Applied to
Prospectus    Applied to   Losses paid   Certificate
    ID      Certificates*    as Cash       Interest
-----------------------------------------------------

CUMULATIVE


*    In the Initial Period the Current Realized Loss Applied to Certificates
     will equal Aggregate Realized Loss on Loans - B - C - D + E instead of
     A - C - D + E

Description
 of Fields
-----------
    A         Prior Realized Loss Applied to Certificates

    B         Reduction to Realized Loss applied to bonds (could represent OC,
              insurance policies, reserve accounts, etc)

    C         Amounts classified by the Master as interest adjustments from
              general collections on a loan with a Realized Loss

    D         Adjustments that are based on principal haircut or future interest
              foregone due to modification

    E         Realized Loss Adjustments, Supplemental Recoveries or Expenses on
              a previously liquidated loan


                                                                   PAGE 14 OF 22





[LaSalle Bank ABN AMRO LOGO]                              ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4          Statement Date: 12-Jan-07
                                                       COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES       Payment Date:   12-Jan-07
                                                                       SERIES 2006-4                       Prior Payment:        N/A
                                                                                                           Next Payment:   12-Feb-07
                                                                                                           Record Date:    31-Dec-06


                                 ABN AMRO ACCT:
                           APPRAISAL REDUCTION DETAIL



                                                                              Remaining
                                          Current                               Term                                  Appraisal
Disclosure  Appraisal  Scheduled    AR      P&I              Note  Maturity  ----------  Property  Geographic        -----------
 Control#   Red. Date   Balance   Amount  Advance   ASER     Rate    Date    Life          Type     Location   DSCR  Value  Date
--------------------------------------------------------------------------------------------------------------------------------


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



                                                                   PAGE 15 OF 22





[LaSalle Bank ABN AMRO LOGO]                       ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4                 Statement Date: 12-Jan-07
                                                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:   12-Jan-07
                                                                SERIES 2006-4                              Prior Payment:        N/A
                                                                                                           Next Payment:   12-Feb-07
                                                                                                           Record Date:    31-Dec-06


                                 ABN AMRO ACCT:
              MATERIAL BREACHES AND MATERIAL DOCUMENT DEFECT DETAIL



               Ending    Material
Disclosure   Principal    Breach             Material Breach and
 Control #    Balance      Date     Material Document Defect Description
------------------------------------------------------------------------




   Material breaches of pool asset representation or warranties or transaction
                                   covenants.


                                                                   PAGE 16 OF 22





[LaSalle Bank ABN AMRO LOGO]                       ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4                 Statement Date: 12-Jan-07
                                                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:   12-Jan-07
                                                                SERIES 2006-4                              Prior Payment:        N/A
                                                                                                           Next Payment:   12-Feb-07
                                                                                                           Record Date:    31-Dec-06


                                 ABN AMRO ACCT:
                  HISTORICAL COLLATERAL LEVEL PREPAYMENT REPORT



Disclosure   Payoff   Initial                Payoff   Penalty   Prepayment   Maturity   Property   Geographic
 Control #   Period   Balance   Type         Amount    Amount      Date        Date       Type      Location
-------------------------------------------------------------------------------------------------------------


                                             ----------------
                                CURRENT
                                CUMULATIVE
                                             ----------------



                                                                   PAGE 17 OF 22





[LaSalle Bank ABN AMRO LOGO]                       ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4                 Statement Date: 12-Jan-07
                                                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:   12-Jan-07
                                                                SERIES 2006-4                              Prior Payment:        N/A
                                                                                                           Next Payment:   12-Feb-07
                                                                                                           Record Date:    31-Dec-06


                                 ABN AMRO ACCT:
            SPECIALLY SERVICED (PART I) ~ LOAN DETAIL (END OF PERIOD)



                         Loan        Balance                      Remaining
Disclosure  Servicing   Status  ----------------  Note  Maturity  ---------  Property    Geo.                             NOI
 Control #  Xfer Date  Code(1)  Schedule  Actual  Rate    Date    Life         Type    Location     NOI        DSCR       Date
--------------------------------------------------------------------------------------------------------------------------------

                                                                                                 Not Avail  Not Avail  Not Avail

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

            =========           ================


(1) Legend:

A. P&I Adv - in Grace Period

B. P&I Adv - < one month delinq

1. P&I Adv - delinquent 1 month

2. P&I Adv - delinquent 2 months

3. P&I Adv - delinquent 3+ months

4. Mat. Balloon/Assumed P&I

5. Non Performing Mat. Balloon

7. Foreclosure

9. REO


                                                                   PAGE 18 OF 22





[LaSalle Bank ABN AMRO LOGO]                       ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4                 Statement Date: 12-Jan-07
                                                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:   12-Jan-07
                                                                SERIES 2006-4                              Prior Payment:        N/A
                                                                                                           Next Payment:   12-Feb-07
                                                                                                           Record Date:    31-Dec-06


                                 ABN AMRO ACCT:

  SPECIALLY SERVICED LOAN DETAIL (PART II) ~ SERVICER COMMENTS (END OF PERIOD)



Disclosure   Resolution
 Control #    Strategy    Comments
----------------------------------





                                                                   PAGE 19 OF 22





[LaSalle Bank ABN AMRO LOGO]                       ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4                 Statement Date: 12-Jan-07
                                                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:   12-Jan-07
                                                                SERIES 2006-4                              Prior Payment:        N/A
                                                                                                           Next Payment:   12-Feb-07
                                                                                                           Record Date:    31-Dec-06


                                 ABN AMRO ACCT:

                           MATURITY EXTENSION SUMMARY

LOANS WHICH HAVE HAD THEIR MATURITY DATES EXTENDED
   Number of Loans:                                                       0
   Stated Principal Balance outstanding:                               0.00
   Weighted Average Extension Period:                                     0

LOANS IN THE PROCESS OF HAVING THEIR MATURITY DATES EXTENDED
   Number of Loans:                                                       0
   Stated Principal Balance outstanding:                               0.00
   Weighted Average Extension Period:                                     0

LOANS IN THE PROCESS OF HAVING THEIR MATURITY DATES FURTHER EXTENDED
   Number of Loans:                                                       0
   Cutoff Principal Balance:                                           0.00
   Weighted Average Extension Period:                                     0

LOANS PAID-OFF THAT DID EXPERIENCE MATURITY DATE EXTENSIONS
   Number of Loans:                                                       0
   Cutoff Principal Balance:                                           0.00
   Weighted Average Extension Period:                                     0

LOANS PAID-OFF THAT DID NOT EXPERIENCE MATURITY DATE EXTENSIONS
   Number of Loans:                                                       0
   Cutoff Principal Balance:                                           0.00


                                                                   PAGE 20 OF 22





[LaSalle Bank ABN AMRO LOGO]                       ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4                 Statement Date: 12-Jan-07
                                                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:   12-Jan-07
                                                                SERIES 2006-4                              Prior Payment:        N/A
                                                                                                           Next Payment:   12-Feb-07
                                                                                                           Record Date:    31-Dec-06


                                 ABN AMRO ACCT:

                               RATING INFORMATION

                                                RATING
                   ORIGINAL RATINGS     CHANGE/CHANGE DATE(1)
                ---------------------   ---------------------
CLASS   CUSIP   FITCH   MOODY'S   S&P   FITCH   MOODY'S   S&P
-------------------------------------------------------------

NR   - Designates that the class was not rated by the rating agency.

(1)  Changed ratings provided on this report are based on information provided
     by the applicable rating agency via electronic transmission. It shall be
     understood that this transmission will generally have been provided to
     LaSalle within 30 days of the payment date listed on this statement.
     Because ratings may have changed during the 30 day window, or may not be
     being provided by the rating agency in an electronic format and therefore
     not being updated on this report, LaSalle recommends that investors obtain
     current rating information directly from the rating agency.


                                                                   PAGE 21 OF 22





[LaSalle Bank ABN AMRO LOGO]                       ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4                 Statement Date: 12-Jan-07
                                                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Payment Date:   12-Jan-07
                                                                SERIES 2006-4                              Prior Payment:        N/A
                                                                                                           Next Payment:   12-Feb-07
                                                                                                           Record Date:    31-Dec-06


                                 ABN AMRO ACCT:

                                     LEGEND

Until this statement/report is filed with the Commission with respect to the
Trust pursuant to Section 15(d) of the Securities Exchange Act of 1934, as
amended, the recipient hereof shall be deemed to keep the information contained
herein confidential and such information will not, without the prior consent of
the Master Servicer or the Trustee, be disclosed by such recipient or by its
officers, directors, partners, employees, agents or representatives in any
manner whatsoever, in whole or in part.


                                                                   PAGE 22 OF 22

ANNEX E

CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE

Date			Principal Balance ($)
12/12/2006			$119,014,000.00
1/12/2007			$119,014,000.00
2/12/2007			$119,014,000.00
3/12/2007			$119,014,000.00
4/12/2007			$119,014,000.00
5/12/2007			$119,014,000.00
6/12/2007			$119,014,000.00
7/12/2007			$119,014,000.00
8/12/2007			$119,014,000.00
9/12/2007			$119,014,000.00
10/12/2007			$119,014,000.00
11/12/2007			$119,014,000.00
12/12/2007			$119,014,000.00
1/12/2008			$119,014,000.00
2/12/2008			$119,014,000.00
3/12/2008			$119,014,000.00
4/12/2008			$119,014,000.00
5/12/2008			$119,014,000.00
6/12/2008			$119,014,000.00
7/12/2008			$119,014,000.00
8/12/2008			$119,014,000.00
9/12/2008			$119,014,000.00
10/12/2008			$119,014,000.00
11/12/2008			$119,014,000.00
12/12/2008			$119,014,000.00
1/12/2009			$119,014,000.00
2/12/2009			$119,014,000.00
3/12/2009			$119,014,000.00
4/12/2009			$119,014,000.00
5/12/2009			$119,014,000.00
6/12/2009			$119,014,000.00
7/12/2009			$119,014,000.00
8/12/2009			$119,014,000.00
9/12/2009			$119,014,000.00
10/12/2009			$119,014,000.00
11/12/2009			$119,014,000.00
12/12/2009			$119,014,000.00
1/12/2010			$119,014,000.00
2/12/2010			$119,014,000.00
3/12/2010			$119,014,000.00
4/12/2010			$119,014,000.00
5/12/2010			$119,014,000.00
6/12/2010			$119,014,000.00
7/12/2010			$119,014,000.00
8/12/2010			$119,014,000.00
9/12/2010			$119,014,000.00
10/12/2010			$119,014,000.00
11/12/2010			$119,014,000.00
12/12/2010			$119,014,000.00
1/12/2011			$119,014,000.00
2/12/2011			$119,014,000.00
3/12/2011			$119,014,000.00
4/12/2011			$119,014,000.00
5/12/2011			$119,014,000.00
6/12/2011			$119,014,000.00
7/12/2011			$119,014,000.00
8/12/2011			$119,014,000.00
9/12/2011			$119,014,000.00
10/12/2011			$119,014,000.00
11/12/2011			$119,014,000.00
12/12/2011			$119,013,410.06
1/12/2012			$115,730,346.05
2/12/2012			$113,876,021.29
3/12/2012			$111,449,611.16
4/12/2012			$109,573,092.95
5/12/2012			$107,406,330.04
6/12/2012			$105,475,119.68
7/12/2012			$103,248,820.26
8/12/2012			$101,296,059.18
9/12/2012			$ 99,333,176.14
10/12/2012			$ 97,076,066.54
11/12/2012			$ 95,091,308.26
12/12/2012			$ 92,812,919.11
1/12/2013			$ 90,806,061.41
2/12/2013			$ 88,788,800.78
3/12/2013			$ 85,914,216.75
4/12/2013			$ 83,871,595.28
5/12/2013			$ 81,536,918.62
6/12/2013			$ 79,471,604.78
7/12/2013			$ 77,114,853.70
8/12/2013			$ 75,026,614.96
9/12/2013			$ 72,927,550.53
10/12/2013			$ 70,537,967.91
11/12/2013			$ 65,969,128.13
12/12/2013			$ 63,560,439.44
1/12/2014			$ 61,417,780.84
2/12/2014			$ 59,264,013.84
3/12/2014			$ 56,266,890.22
4/12/2014			$ 54,086,416.67
5/12/2014			$ 51,618,107.41
6/12/2014			$ 49,413,531.14
7/12/2014			$ 46,921,775.50
8/12/2014			$ 44,692,849.50
9/12/2014			$ 42,452,366.91
10/12/2014			$ 39,925,682.67
11/12/2014			$ 37,660,482.32
12/12/2014			$ 35,109,753.40
1/12/2015			$ 32,819,581.95
2/12/2015			$ 30,517,535.71
3/12/2015			$ 27,385,786.64
4/12/2015			$ 25,055,564.04
5/12/2015			$ 22,441,583.42
6/12/2015			$ 20,085,723.25
7/12/2015			$ 17,446,803.14
8/12/2015			$ 8,099,620.11
9/12/2015			$ 5,729,094.49
10/12/2015			$ 3,077,690.80
11/12/2015			$ 681,095.28
12/12/2015			$ —

1

                                     ANNEX F

          GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

      Except in limited circumstances, the globally offered ML-CFC Commercial
Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series
2006-4, class A-1, class A-2, class A-2FL, class A-3, class A-3FL, class A-SB,
class A-1A, class AM, class AM-FL, class AJ, class AJ-FL, class B, class C and
class D, will be available only in book-entry form.

      The book-entry certificates will be tradable as home market instruments in
both the European and U.S. domestic markets. Initial settlement and all
secondary trades will settle in same-day funds.

      Secondary market trading between investors holding book-entry certificates
through Clearstream and Euroclear will be conducted in the ordinary way in
accordance with their normal rules and operating procedures and in accordance
with conventional Eurobond practice, which is seven calendar days' settlement.

      Secondary market trading between investors holding book-entry certificates
through DTC will be conducted according to the rules and procedures applicable
to U.S. corporate debt obligations.

      Secondary cross-market trading between member organizations of Clearstream
or Euroclear and DTC participants holding book-entry certificates will be
accomplished on a delivery against payment basis through the respective
depositaries of Clearstream and Euroclear, in that capacity, as DTC
participants.

      As described under "U.S. Federal Income Tax Documentation Requirements"
below, non-U.S. holders of book-entry certificates will be subject to U.S.
withholding taxes unless those holders meet specific requirements and deliver
appropriate U.S. tax documents to the securities clearing organizations of their
participants.

INITIAL SETTLEMENT

      All certificates of each class of offered certificates will be held in
registered form by DTC in the name of Cede & Co. as nominee of DTC. Investors'
interests in the book-entry certificates will be represented through financial
institutions acting on their behalf as direct and indirect DTC participants. As
a result, Clearstream and Euroclear will hold positions on behalf of their
member organizations through their respective depositaries, which in turn will
hold positions in accounts as DTC participants.

      Investors' securities custody accounts will be credited with their
holdings against payment in same-day funds on the settlement date.

      Investors electing to hold their book-entry certificates through
Clearstream or Euroclear accounts will follow the settlement procedures
applicable to conventional Eurobonds, except that there will be no temporary
global security and no "lock up" or restricted period. Global securities will be
credited to the securities custody accounts on the settlement date against
payment in same-day funds.

SECONDARY MARKET TRADING

      Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired value
date.

      Trading between DTC Participants. Secondary market trading between DTC
participants will be settled in same-day funds.


                                       F-1



      Trading between Clearstream and/or Euroclear Participants. Secondary
market trading between member organizations of Clearstream or Euroclear will be
settled using the procedures applicable to conventional Eurobonds in same-day
funds.

      Trading between DTC Seller and Clearstream or Euroclear Purchaser. When
book-entry certificates are to be transferred from the account of a DTC
participant to the account of a member organization of Clearstream or Euroclear,
the purchaser will send instructions to Clearstream or Euroclear through that
member organization at least one business day prior to settlement. Clearstream
or Euroclear, as the case may be, will instruct the respective depositary to
receive the book-entry certificates against payment. Payment will include
interest accrued on the book-entry certificates from and including the 1st day
of the interest accrual period coinciding with or commencing in, as applicable,
the calendar month in which the last coupon payment date occurs (or, if no
coupon payment date has occurred, from and including the first day of the
initial interest accrual period) to and excluding the settlement date. Payment
will then be made by the respective depositary to the DTC participant's account
against delivery of the book-entry certificates. After settlement has been
completed, the book-entry certificates will be credited to the respective
clearing system and by the clearing system, in accordance with its usual
procedures, to the account of the member organization of Clearstream or
Euroclear, as the case may be. The securities credit will appear the next day,
European time, and the cash debit will be back-valued to, and the interest on
the book-entry certificates will accrue from, the value date, which would be the
preceding day when settlement occurred in New York. If settlement is not
completed on the intended value date, which means the trade fails, the
Clearstream or Euroclear cash debit will be valued instead as of the actual
settlement date.

      Member organizations of Clearstream and Euroclear will need to make
available to the respective clearing systems the funds necessary to process
same-day funds settlement. The most direct means of doing so is to pre-position
funds for settlement, either from cash on hand or existing lines of credit, as
they would for any settlement occurring within Clearstream or Euroclear. Under
this approach, they may take on credit exposure to Clearstream or Euroclear
until the book-entry certificates are credited to their accounts one day later.

      As an alternative, if Clearstream or Euroclear has extended a line of
credit to them, member organizations of Clearstream or Euroclear can elect not
to pre-position funds and allow that credit line to be drawn upon to finance
settlement. Under this procedure, the member organizations purchasing book-entry
certificates would incur overdraft charges for one day, assuming they cleared
the overdraft when the book-entry certificates were credited to their accounts.
However, interest on the book-entry certificates would accrue from the value
date. Therefore, in many cases the investment income on the book-entry
certificates earned during that one-day period may substantially reduce or
offset the amount of those overdraft charges, although this result will depend
on the cost of funds of the respective member organization of Clearstream or
Euroclear.

      Since the settlement is taking place during New York business hours, DTC
participants can employ their usual procedures for sending book-entry
certificates to the respective depositary for the benefit of member
organizations of Clearstream or Euroclear. The sale proceeds will be available
to the DTC seller on the settlement date. Thus, to the DTC participant a
cross-market transaction will settle no differently than a trade between two DTC
participants.

      Trading between Clearstream or Euroclear Seller and DTC Purchaser. Due to
time zone differences in their favor, member organizations of Clearstream or
Euroclear may employ their customary procedures for transactions in which
book-entry certificates are to be transferred by the respective clearing system,
through the respective depositary, to a DTC participant. The seller will send
instructions to Clearstream or Euroclear through a member organization of
Clearstream or Euroclear at least one business day prior to settlement. In these
cases, Clearstream or Euroclear, as appropriate, will instruct the respective
depositary to deliver the book-entry certificates to the DTC participant's
account against payment. Payment will include interest accrued on the book-entry
certificates from and including the 1st day of the interest accrual period
coinciding with or commencing in, as applicable, the calendar month in which the
last coupon payment date occurs (or, if no coupon payment date has occurred,
from and including the first day of the initial interest accrual period) to and
excluding the settlement date. The payment will then be reflected in the account
of the member organization of Clearstream or Euroclear


                                       F-2



the following day, and receipt of the cash proceeds in the account of that
member organization of Clearstream or Euroclear would be back-valued to the
value date, which would be the preceding day, when settlement occurred in New
York. Should the member organization of Clearstream or Euroclear have a line of
credit with its respective clearing system and elect to be in debit in
anticipation of receipt of the sale proceeds in its account, the back-valuation
will extinguish any overdraft charges incurred over the one-day period. If
settlement is not completed on the intended value date, which means the trade
fails, receipt of the cash proceeds in the account of the member organization of
Clearstream or Euroclear would be valued instead as of the actual settlement
date.

      Finally, day traders that use Clearstream or Euroclear and that purchase
book-entry certificates from DTC participants for delivery to member
organizations of Clearstream or Euroclear should note that these trades would
automatically fail on the sale side unless affirmative action were taken. At
least three techniques should be readily available to eliminate this potential
problem:

      o     borrowing through Clearstream or Euroclear for one day, until the
            purchase side of the day trade is reflected in their Clearstream or
            Euroclear accounts, in accordance with the clearing system's
            customary procedures;

      o     borrowing the book-entry certificates in the United States from a
            DTC participant no later than one day prior to settlement, which
            would allow sufficient time for the book-entry certificates to be
            reflected in their Clearstream or Euroclear accounts in order to
            settle the sale side of the trade; or

      o     staggering the value dates for the buy and sell sides of the trade
            so that the value date for the purchase from the DTC participant is
            at least one day prior to the value date for the sale to the member
            organization of Clearstream or Euroclear.

CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS

A holder that is not a "United States person" (a "U.S. person") within the
meaning of Section 7701(a)(30) of the Internal Revenue Code (a "non-U.S.
holder") holding a book-entry certificate through Clearstream, Euroclear or DTC
may be subject to U.S. withholding tax unless such holder provides certain
documentation to the issuer of such holder's book-entry certificate, the paying
agent or any other entity required to withhold tax (any of the foregoing, a
"U.S. withholding agent") establishing an exemption from withholding. A non-U.S.
holder may be subject to withholding unless each U.S. withholding agent
receives:

      1.    from a non-U.S. holder that is classified as a corporation for U.S.
            federal income tax purposes or is an individual, and is eligible for
            the benefits of the portfolio interest exemption or an exemption (or
            reduced rate) based on a treaty, a duly completed and executed IRS
            Form W-8BEN (or any successor form);

      2.    from a non-U.S. holder that is eligible for an exemption on the
            basis that the holder's income from the certificate is effectively
            connected to its U.S. trade or business, a duly completed and
            executed IRS Form W-8ECI (or any successor form);

      3.    from a non-U.S. holder that is classified as a partnership for U.S.
            federal income tax purposes, a duly completed and executed IRS Form
            W-8IMY (or any successor form) with all supporting documentation (as
            specified in the U.S. Treasury Regulations) required to substantiate
            exemptions from withholding on behalf of its partners; certain
            partnerships may enter into agreements with the IRS providing for
            different documentation requirements and it is recommended that such
            partnerships consult their tax advisors with respect to these
            certification rules;


                                       F-3



      4.    from a non-U.S. holder that is an intermediary (i.e., a person
            acting as a custodian, a broker, nominee or otherwise as an agent
            for the beneficial owner of a certificate):

            (a)   if the intermediary is a "qualified intermediary" within the
                  meaning of section 1.1441-1(e)(5)(ii) of the U.S. Treasury
                  Regulations (a "qualified intermediary"), a duly completed and
                  executed IRS Form W-8IMY (or any successor or substitute
                  form):

                  (i)   stating the name, permanent residence address and
                        qualified intermediary employer identification number of
                        the qualified intermediary and the country under the
                        laws of which the qualified intermediary is created,
                        incorporated or governed;

                  (ii)  certifying that the qualified intermediary has provided,
                        or will provide, a withholding statement as required
                        under section 1.1441-1(e)(5)(v) of the U.S. Treasury
                        Regulations;

                  (iii) certifying that, with respect to accounts it identifies
                        on its withholding statement, the qualified intermediary
                        is not acting for its own account but is acting as a
                        qualified intermediary; and

                  (iv)  providing any other information, certifications, or
                        statements that may be required by the IRS Form W-8IMY
                        or accompanying instructions in addition to, or in lieu
                        of, the information and certifications described in
                        section 1.1441-1(e)(3)(ii) or 1.1441-1(e)(5)(v) of the
                        U.S. Treasury Regulations; or

            (b)   if the intermediary is not a qualified intermediary (a
                  "nonqualified intermediary"), a duly completed and executed
                  IRS Form W-8IMY (or any successor or substitute form):

                  (i)   stating the name and permanent residence address of the
                        nonqualified intermediary and the country under the laws
                        of which the nonqualified intermediary is created,
                        incorporated or governed;

                  (ii)  certifying that the nonqualified intermediary is not
                        acting for its own account;

                  (iii) certifying that the nonqualified intermediary has
                        provided, or will provide, a withholding statement that
                        is associated with the appropriate IRS Forms W-8 and W-9
                        required to substantiate exemptions from withholding on
                        behalf of such nonqualified intermediary's beneficial
                        owners; and

                  (iv)  providing any other information, certifications or
                        statements that may be required by the IRS Form W-8IMY
                        or accompanying instructions in addition to, or in lieu
                        of, the information, certifications, and statements
                        described in section 1.1441-1(e)(3)(iii) or (iv) of the
                        U.S. Treasury Regulations; or

      5.    from a non-U.S. holder that is a trust, depending on whether the
            trust is classified for U.S. federal income tax purposes as the
            beneficial owner of the certificate, either an IRS Form W-8BEN or
            W-8IMY; any non-U.S. holder that is a trust should consult its tax
            advisors to determine which of these forms it should provide.

      All non-U.S. holders will be required to update the above-listed forms and
any supporting documentation in accordance with the requirements under the U.S.
Treasury Regulations. These forms generally remain in effect for a period
starting on the date the form is signed and ending on the last day of the third
succeeding calendar year, unless a change in circumstances makes any information
on the form incorrect. Under certain circumstances, an IRS Form W-8BEN, if
furnished with a taxpayer identification number, remains in effect until


                                       F-4



the status of the beneficial owner changes, or a change in circumstances makes
any information on the form incorrect.

      In addition, all holders, including holders that are U.S. persons, holding
book-entry certificates through Clearstream, Euroclear or DTC may be subject to
backup withholding unless the holder:

      o     provides the appropriate IRS Form W-8 (or any successor or
            substitute form), duly completed and executed, if the holder is a
            non-U.S. holder;

      o     provides a duly completed and executed IRS Form W-9, if the holder
            is a U.S. person; or

      o     can be treated as an "exempt recipient" within the meaning of
            section 1.6049-4(c)(1)(ii) of the U.S. Treasury Regulations (e.g., a
            corporation or a financial institution such as a bank).

      This summary does not deal with all of the aspects of U.S. federal income
tax withholding or backup withholding that may be relevant to investors that are
non-U.S. holders. Such holders are advised to consult their own tax advisors for
specific tax advice concerning their holding and disposing of book-entry
certificates.


                                       F-5

Annex G

Class XP Reference Rate Schedule

Period			XP Reference Rate
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100
101
102
103
104
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120

ANNEX H

CLASS XP TOTAL NOTIONAL AMOUNT

CLASS XP TOTAL NOTIONAL AMOUNT⁽¹⁾

Principal Balance(2)

Class A-1

Class A-2

Class A-2FL

Class A-1A

Class A-SB

Class A-3

Class A-3FL

Class AM

Class AM-FL

Class AJ

Class AJ-FL

Class B

Class C

Class D

Class E

Class F

Class G

Class H

Class J

Class K

Class L

Class M

Total(3)

6/12/2007

12/12/2007

6/12/2008

12/12/2008

6/12/2009

12/12/2009

6/12/2010

12/12/2010

6/12/2011

12/12/2011

6/12/2012

12/12/2012

6/12/2013

12/12/2013

6/12/2014

12/12/2014

(1)

The total notional amount of the class XP certificates from time to time will equal the sum of the components thereof set forth in the table above. Each of those components of the total notional amount of the class XP certificates will related to a particular class of principal balance certificates (i.e. classes A-1, A-2, A-2FL, A-3, A-3FL, A-SB A-1A, AM, AM-FL, AJ, AJ-FL, B, C, D, E, F, G, H, J, K, L and M, respectively). At any particular time during each indicated period through and including the related payment date on which such period ends, the component of the notional amount of the class XP certificates relating to each indicated class of principal balance certificates will equal the lesser of (a) the amount stated in the table above for that class and period and (b) the then actual total principal balance of that class.

(2)	Assume each payment date always occurs on the 12th of the month. The initial period commences on the date of initial issuance of the certificates. Each subsequent period begins immediately following the end of the prior period.

(3)	The total notional amount of the class XP certificates at any particular time may be less than the amount indicated in the table above, as described in footnote (1).

PROSPECTUS

              MERRILL LYNCH MORTGAGE INVESTORS, INC., THE DEPOSITOR
             MORTGAGE PASS-THROUGH CERTIFICATES, ISSUABLE IN SERIES

     We are Merrill Lynch Mortgage Investors, Inc., the depositor with respect
to each series of certificates offered by this prospectus. We intend to offer
from time to time mortgage pass-through certificates, issuable in series. These
offers may be made through one or more different methods, including offerings
through underwriters. We do not currently intend to list the offered
certificates of any series on any national securities exchange or the NASDAQ
stock market. See "METHOD OF DISTRIBUTION."

      THE OFFERED CERTIFICATES:               ASSETS OF THE ISSUING ENTITY:

The offered certificates will be        The assets of each issuing entity will
issuable in series. The issuing         include--
entity for each series of offered
certificates will be a statutory or     o    mortgage loans secured by first
common law trust created at our              and/or junior liens on, or security
direction. Each series of offered            interests in, various interests in
certificates will--                          commercial and multifamily real
                                             properties,
o    have its own series designation,
     and                                o    mortgage-backed securities that
                                             directly or indirectly evidence
o    consist of one or more classes          interests in, or are directly or
     with various payment                    indirectly secured by, those types
     characteristics.                        of mortgage loans, or

The offered certificates will           o    some combination of those types of
represent interests only in the              mortgage loans and mortgage-backed
issuing entity. The offered                  securities.
certificates will not represent
interests in or obligations of the      The assets of the issuing entity may
depositor, any of the sponsors or any   also include cash, permitted
of our or their respective              investments, letters of credit, surety
affiliates.                             bonds, insurance policies, guarantees,
                                        reserve funds, guaranteed investment
                                        contracts, interest rate exchange
                                        agreements, interest rate cap or floor
                                        agreements or currency exchange
                                        agreements.

     In connection with each offering, we will prepare a supplement to this
prospectus in order to describe in more detail the particular certificates being
offered and the assets of the related issuing entity, which may consist of any
of the assets described under "THE TRUST FUND.". In that document, we will also
state the price to the public for the subject offered certificates or explain
the method for determining that price, identify the applicable lead or managing
underwriter(s), if any, and provide information regarding the relevant
underwriting arrangements and the underwriters' compensation. We will identify
in each prospectus supplement the sponsor or sponsors for the subject
securitization transaction.

     Structural credit enhancement will be provided for the respective classes
of offered certificates through overcollateralization, the subordination of more
junior classes of offered and/or non-offered certificates, the use of a letter
of credit, a surety bond, an insurance policy or a guarantee, the establishment
of one or more reserve funds or any combination of the foregoing. Payments on a
class of offered certificates may occur monthly, bi-monthly, quarterly,
semi-annually or at any other specified interval, commencing on the distribution
date specified in the related prospectus supplement.

     YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 18 IN THIS
PROSPECTUS PRIOR TO INVESTING.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE OFFERED CERTIFICATES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

               The date of this prospectus is September 13, 2006.



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
IMPORTANT NOTICE ABOUT THE INFORMATION PRESENTED IN THIS PROSPECTUS......      4
AVAILABLE INFORMATION....................................................      4
SUMMARY OF PROSPECTUS....................................................      5
RISK FACTORS.............................................................     18
CAPITALIZED TERMS USED IN THIS PROSPECTUS................................     66
THE TRUST FUND...........................................................     67
   Issuing Entities......................................................     67
   Description of the Trust Assets.......................................     67
   Mortgage Loans........................................................     67
   Mortgage-Backed Securities............................................     72
   Substitution, Acquisition and Removal of Mortgage Assets..............     74
   Cash, Accounts and Permitted Investments..............................     76
   Credit Support........................................................     76
   Arrangements Providing Reinvestment, Interest Rate and Currency
      Related Protection.................................................     77
THE SPONSOR..............................................................     78
   General Character of the Sponsor and Its Business.....................     78
   The Sponsor's Securitization Program..................................     78
   Underwriting Standards................................................     79
THE DEPOSITOR............................................................     83
YIELD AND MATURITY CONSIDERATIONS........................................     85
   General...............................................................     85
   Pass-Through Rate.....................................................     85
   Payment Delays........................................................     85
   Yield and Prepayment Considerations...................................     85
   Weighted Average Life and Maturity....................................     88
   Prepayment Models.....................................................     88
   Other Factors Affecting Yield, Weighted Average Life and Maturity.....     89
DESCRIPTION OF THE GOVERNING DOCUMENTS...................................     91
   General...............................................................     91
   Assignment of Mortgage Assets.........................................     92
   Representations and Warranties with Respect to Mortgage Assets........     92
   Collection and Other Servicing Procedures with Respect to Mortgage
      Loans..............................................................     93
   Primary Servicers and Sub-Servicers...................................     96
   Collection of Payments on Mortgage-Backed Securities..................     96
   Advances..............................................................     96
   Matters Regarding the Master Servicer, the Special Servicer, the
      Manager and Us.....................................................     97
   Events of Default.....................................................     99
   Amendment.............................................................     99
   List of Certificateholders............................................    101
   The Trustee...........................................................    101
   Duties of the Trustee.................................................    101
   Matters Regarding the Trustee.........................................    101
   Resignation and Removal of the Trustee................................    102
DESCRIPTION OF THE CERTIFICATES..........................................    103
   General...............................................................    103
   Payments on the Certificates..........................................    105
   Allocation of Losses and Shortfalls...................................    110
   Incorporation of Certain Documents by Reference; Reports Filed with
      the SEC............................................................    110
   Reports to Certificateholders.........................................    111


                                       -2-



   Voting Rights.........................................................    112
   Termination and Redemption............................................    112
   Book-Entry Registration...............................................    113
DESCRIPTION OF CREDIT SUPPORT............................................    116
   General...............................................................    116
   Subordinate Certificates..............................................    117
   Overcollateralization.................................................    117
   Insurance or Guarantees with Respect to Mortgage Loans................    118
   Letters of Credit.....................................................    118
   Certificate Insurance and Surety Bonds................................    118
   Reserve Funds.........................................................    118
   Credit Support with Respect to Mortgage-Backed Securities.............    119
LEGAL ASPECTS OF MORTGAGE LOANS..........................................    119
   General...............................................................    119
   Types of Mortgage Instruments.........................................    120
   Installment Contracts.................................................    120
   Leases and Rents......................................................    121
   Personalty............................................................    122
   Foreclosure...........................................................    122
   Bankruptcy Laws.......................................................    126
   Environmental Considerations..........................................    128
   Due-on-Sale and Due-on-Encumbrance Provisions.........................    130
   Junior Liens; Rights of Holders of Senior Liens.......................    130
   Subordinate Financing.................................................    131
   Default Interest and Limitations on Prepayments.......................    131
   Applicability of Usury Laws...........................................    131
   Americans with Disabilities Act.......................................    132
   Servicemembers Civil Relief Act.......................................    132
   Forfeitures in Drug, RICO and Money Laundering Proceedings............    132
FEDERAL INCOME TAX CONSEQUENCES..........................................    133
   General...............................................................    133
   REMICs................................................................    134
   Grantor Trusts........................................................    159
STATE AND OTHER TAX CONSEQUENCES.........................................    170
ERISA CONSIDERATIONS.....................................................    170
   General...............................................................    170
   Plan Asset Regulations................................................    171
   Prohibited Transaction Exemptions.....................................    172
   Underwriter's Exemption...............................................    173
   Insurance Company General Accounts....................................    173
   Consultation with Counsel.............................................    174
   Tax Exempt Investors..................................................    174
LEGAL INVESTMENT.........................................................    174
USE OF PROCEEDS..........................................................    176
METHOD OF DISTRIBUTION...................................................    177
LEGAL MATTERS............................................................    178
FINANCIAL INFORMATION....................................................    178
RATING...................................................................    178
GLOSSARY.................................................................    180


                                       -3-



       IMPORTANT NOTICE ABOUT THE INFORMATION PRESENTED IN THIS PROSPECTUS

     When deciding whether to invest in any of the offered certificates, you
should only rely on the information contained in this prospectus and the related
prospectus supplement. We have not authorized any dealer, salesman or other
person to give any information or to make any representation that is different.
In addition, information in this prospectus or any related prospectus supplement
is current only as of the date on its cover. By delivery of this prospectus and
any related prospectus supplement, we are not offering to sell any securities,
and are not soliciting an offer to buy any securities, in any state where the
offer and sale is not permitted.

                              AVAILABLE INFORMATION

     We have filed with the Securities and Exchange Commission a registration
statement under the Securities Act of 1933, as amended, with respect to the
certificates offered by this prospectus. The Securities Act registration
statement number for that registration statement is 333-130408. This prospectus
is part of that registration statement, but the registration statement contains
additional information. Any materials, including our registration statement and
the exhibits to it, that we file with the Securities and Exchange Commission may
be read and copied at prescribed rates at the SEC's Public Reference Room at 100
F Street, N.E., Washington, D.C. 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC maintains an internet website that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC, in addition to copies of these materials, and that internet
website is located at http://www.sec.gov.


                                       -4-



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                              SUMMARY OF PROSPECTUS

     This summary contains selected information from this prospectus. It does
not contain all of the information you need to consider in making your
investment decision. TO UNDERSTAND ALL OF THE TERMS OF A PARTICULAR OFFERING OF
CERTIFICATES, YOU SHOULD READ CAREFULLY THIS PROSPECTUS AND THE RELATED
PROSPECTUS SUPPLEMENT IN FULL.

THE DEPOSITOR.................   We are Merrill Lynch Mortgage Investors, Inc.,
                                 the depositor with respect to each series of
                                 offered certificates. We are a special purpose
                                 Delaware corporation. Our principal offices are
                                 located at 4 World Financial Center, 10th
                                 Floor, 250 Vesey Street, New York, New York
                                 10080. Our main telephone number is
                                 212-449-1000. We will acquire the mortgage
                                 assets that are to back each series of offered
                                 certificates and transfer them to the issuing
                                 entity. See "THE DEPOSITOR."

THE SPONSOR...................   Unless we state otherwise in the related
                                 prospectus supplement, Merrill Lynch Mortgage
                                 Lending, Inc., which is our affiliate, will be
                                 a sponsor with respect to each securitization
                                 transaction involving the issuance of a series
                                 of offered certificates. If and to the extent
                                 that there are other sponsors with respect to
                                 any securitization transaction involving the
                                 issuance of a series of offered certificates,
                                 we will identify each of those sponsors and
                                 include relevant information with respect
                                 thereto in the related prospectus supplement.
                                 With respect to any securitization transaction
                                 involving the issuance of a series of offered
                                 certificates, a sponsor will be a person or
                                 entity that organizes and initiates that
                                 securitization transaction by selling or
                                 transferring assets, either directly or
                                 indirectly, including through an affiliate, to
                                 the issuing entity. See "THE SPONSOR."

THE ISSUING ENTITIES..........   The issuing entity with respect to each series
                                 of offered certificates will be a statutory or
                                 common law trust created at our direction. Each
                                 issuing entity will own and hold assets of the
                                 type described under "THE TRUST FUND" and be
                                 the entity in whose name the subject offered
                                 certificates are issued.

THE ORIGINATORS...............   Some or all of the mortgage loans backing a
                                 series of offered certificates may be
                                 originated by Merrill Lynch Mortgage Lending,
                                 Inc. or by one of our other affiliates. In
                                 addition, there may be other third-party
                                 originators of the mortgage loans backing a
                                 series of offered certificates. See "THE TRUST
                                 FUND--Mortgage Loans--Originators." We will
                                 identify in the related prospectus supplement
                                 for each series of offered certificates any
                                 originator or group of affiliated originators
                                 --apart from a sponsor and/or its affiliates--
                                 that originated or is expected to originate
                                 mortgage loans representing 10% or more of the
                                 related mortgage asset pool, by balance.

THE SECURITIES BEING OFFERED..   The securities that will be offered by this
                                 prospectus and the related prospectus
                                 supplements consist of mortgage pass-through

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                                       -5-



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                                 certificates. These certificates will be issued
                                 in series, and each series will, in turn,
                                 consist of one or more classes. Each series of
                                 offered certificates will evidence interests
                                 only in the issuing entity. Each class of
                                 offered certificates must, at the time of
                                 issuance, be assigned an investment grade
                                 rating by at least one nationally recognized
                                 statistical rating organization. We will
                                 identify in the related prospectus supplement,
                                 with respect to each class of offered
                                 certificates, each applicable rating agency and
                                 the minimum rating to be assigned. Typically,
                                 the four highest rating categories, within
                                 which there may be sub-categories or gradations
                                 to indicate relative standing, signify
                                 investment grade. See "RATING."

THE OFFERED CERTIFICATES MAY
BE ISSUED WITH OTHER
CERTIFICATES..................   We may not publicly offer all the mortgage
                                 pass-through certificates evidencing interests
                                 in an issuing entity established by us. We may
                                 elect to retain some of those certificates, to
                                 place some privately with institutional
                                 investors, to place some with investors outside
                                 the United States or to deliver some to the
                                 applicable seller as partial consideration for
                                 the mortgage assets that such seller is
                                 contributing to the subject securitization
                                 transaction. In addition, some of those
                                 certificates may not satisfy the rating
                                 requirement for offered certificates described
                                 under "--The Securities Being Offered" above.

THE GOVERNING DOCUMENTS.......   In general, a pooling and servicing agreement
                                 or other similar agreement or collection of
                                 agreements will govern, among other things--

                                 o    the issuance of each series of offered
                                      certificates,

                                 o    the creation of and transfer of assets to
                                      the issuing entity, and

                                 o    the servicing and administration of those
                                      assets.

                                 The parties to the governing document(s) for a
                                 series of offered certificates will always
                                 include us and a trustee. We will be
                                 responsible for establishing the issuing entity
                                 for each series of offered certificates. In
                                 addition, we will transfer or arrange for the
                                 transfer of the initial trust assets to each
                                 issuing entity. In general, the trustee for a
                                 series of offered certificates will be
                                 responsible for, among other things, making
                                 payments and preparing and disseminating
                                 various reports to the holders of those offered
                                 certificates.

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                                       -6-



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                                 If the assets of any issuing entity include
                                 mortgage loans, the parties to the applicable
                                 governing document(s) will also include--

                                 o    one or more master servicers that will
                                      generally be responsible for performing
                                      customary servicing duties with respect to
                                      those mortgage loans that are not
                                      defaulted, nonperforming or otherwise
                                      problematic in any material respect, and

                                 o    one or more special servicers that will
                                      generally be responsible for servicing and
                                      administering (a) those mortgage loans
                                      that are defaulted, nonperforming or
                                      otherwise problematic in any material
                                      respect, including performing work-outs
                                      and foreclosures with respect to those
                                      mortgage loans, and (b) real estate assets
                                      acquired as part of the related trust with
                                      respect to defaulted mortgage loans.

                                 The same person or entity, or affiliated
                                 entities, may act as both master servicer and
                                 special servicer for one of our trusts.
                                 Notwithstanding the reference to the duties of
                                 a special servicer above, we will not transfer
                                 to an issuing entity any mortgage loan that is
                                 more than 90 days delinquent or in foreclosure
                                 or any foreclosure property. However, any
                                 mortgage loan that we transfer to an issuing
                                 entity may subsequently become non-performing
                                 or the related mortgaged real property may
                                 subsequently become foreclosure property.

                                 If the assets of any issuing entity include
                                 mortgage-backed securities, the parties to the
                                 applicable governing document(s) may also
                                 include a manager that will be responsible for
                                 performing various administrative duties with
                                 respect to those mortgage-backed securities. If
                                 the related trustee assumes those duties,
                                 however, there will be no manager.

                                 Compensation arrangements for a trustee, master
                                 servicer, special servicer or manager for any
                                 issuing entity may vary from securitization
                                 transaction to securitization transaction.

                                 In the related prospectus supplement, we will
                                 identify the trustee and any master servicer,
                                 special servicer or manager for each series of
                                 offered certificates and will describe their
                                 respective duties and compensation in further
                                 detail. See "DESCRIPTION OF THE GOVERNING
                                 DOCUMENTS."

                                 Any servicer, master servicer or special
                                 servicer for any issuing entity may perform any
                                 or all of its servicing duties under the
                                 applicable governing document(s) through one or
                                 more primary servicers or sub-servicers. In the
                                 related prospectus supplement, we will identify
                                 any such primary servicer or sub-servicer that,
                                 at

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                                      -7-



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                                 the time of initial issuance of the subject
                                 offered certificates, is (a) affiliated with us
                                 or with the issuing entity or any sponsor for
                                 the subject securitization transaction or (b)
                                 services 10% or more of the related mortgage
                                 asset pool, by balance.

CHARACTERISTICS OF THE
MORTGAGE ASSETS...............   The assets of any issuing entity will, in
                                 general, include mortgage loans. Each of those
                                 mortgage loans will constitute the obligation
                                 of one or more persons to repay a debt. The
                                 performance of that obligation will be secured
                                 by a first or junior lien on, or security
                                 interest in, the fee, leasehold or other
                                 interest(s) of the related borrower or another
                                 person in or with respect to one or more
                                 commercial or multifamily real properties. In
                                 particular, those properties may include:

                                 o    rental or cooperatively-owned buildings
                                      with multiple dwelling units;

                                 o    retail properties related to the sale of
                                      consumer goods and other products, or
                                      related to providing entertainment,
                                      recreational or personal services, to the
                                      general public;

                                 o    office buildings;

                                 o    hospitality properties;

                                 o    casino properties;

                                 o    health care-related facilities;

                                 o    industrial facilities;

                                 o    warehouse facilities, mini-warehouse
                                      facilities and self-storage facilities;

                                 o    restaurants, taverns and other
                                      establishments involved in the food and
                                      beverage industry;

                                 o    manufactured housing communities, mobile
                                      home parks and recreational vehicle parks;

                                 o    recreational and resort properties;

                                 o    arenas and stadiums;

                                 o    churches and other religious facilities;

                                 o    parking lots and garages;

                                 o    mixed use properties;

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                                      -8-



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                                 o    other income-producing properties; and/or

                                 o    unimproved land.

                                 The mortgage loans underlying a series of
                                 offered certificates may have a variety of
                                 payment terms. For example, any of those
                                 mortgage loans--

                                 o    may provide for the accrual of interest at
                                      a mortgage interest rate that is fixed
                                      over its term, that resets on one or more
                                      specified dates or that otherwise adjusts
                                      from time to time;

                                 o    may provide for the accrual of interest at
                                      a mortgage interest rate that may be
                                      converted at the borrower's election from
                                      an adjustable to a fixed interest rate or
                                      from a fixed to an adjustable interest
                                      rate;

                                 o    may provide for no accrual of interest;

                                 o    may provide for level payments to stated
                                      maturity, for payments that reset in
                                      amount on one or more specified dates or
                                      for payments that otherwise adjust from
                                      time to time to accommodate changes in the
                                      mortgage interest rate or to reflect the
                                      occurrence of specified events;

                                 o    may be fully amortizing or, alternatively,
                                      may be partially amortizing or
                                      nonamortizing, with a substantial payment
                                      of principal due on its stated maturity
                                      date;

                                 o    may permit the negative amortization or
                                      deferral of accrued interest;

                                 o    may prohibit some or all voluntary
                                      prepayments or require payment of a
                                      premium, fee or charge in connection with
                                      those prepayments;

                                 o    may permit defeasance and the release of
                                      real property collateral in connection
                                      with that defeasance;

                                 o    may provide for payments of principal,
                                      interest or both, on due dates that occur
                                      monthly, bi-monthly, quarterly,
                                      semi-annually, annually or at some other
                                      interval; and/or

                                 o    may have two or more component parts, each
                                      having characteristics that are otherwise
                                      described in this prospectus as being
                                      attributable to separate and distinct
                                      mortgage loans.

                                 Most, if not all, of the mortgage loans
                                 underlying a series of offered certificates
                                 will be secured by liens on real properties

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                                      -9-



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                                 located in the United States, its territories
                                 and possessions. However, some of those
                                 mortgage loans may be secured by liens on real
                                 properties located outside the United States,
                                 its territories and possessions, provided that
                                 foreign mortgage loans do not represent more
                                 than 10% of the related mortgage asset pool, by
                                 balance.

                                 We, the depositor, do not originate mortgage
                                 loans. However, some or all of the mortgage
                                 loans held by an issuing entity may be
                                 originated by our affiliates.

                                 Neither we nor any of our affiliates will
                                 guarantee or insure repayment of any of the
                                 mortgage loans underlying a series of offered
                                 certificates. Unless we expressly state
                                 otherwise in the related prospectus supplement,
                                 no governmental agency or instrumentality will
                                 guarantee or insure repayment of any of the
                                 mortgage loans underlying a series of offered
                                 certificates.

                                 The assets of any issuing entity may also
                                 include mortgage participations, mortgage
                                 pass-through certificates, collateralized
                                 mortgage obligations and other mortgage-backed
                                 securities, that evidence an interest in, or
                                 are secured by a pledge of, one or more
                                 mortgage loans of the type described above. We
                                 will not transfer a mortgage-backed security to
                                 any issuing entity unless--

                                 o    the security has been registered under the
                                      Securities Act of 1933, as amended, or

                                 o    we would be free to publicly resell the
                                      security without registration.

                                 In addition to the asset classes described
                                 above in this "--Characteristics of the
                                 Mortgage Assets" subsection, we may transfer to
                                 an issuing entity loans secured by equipment or
                                 inventory related to the real property
                                 collateral securing a mortgage loan held by
                                 that issuing entity, provided that such other
                                 asset classes in the aggregate will not exceed
                                 10% by principal balance of the related asset
                                 pool.

                                 We will describe the specific characteristics
                                 of the mortgage assets underlying a series of
                                 offered certificates in the related prospectus
                                 supplement.

                                 Assets held by an issuing entity will also
                                 include: (a) cash, including in the form of
                                 initial deposits and collections on the related
                                 mortgage loans, mortgage-backed securities and
                                 instruments of credit enhancement, guaranteed
                                 investment contracts, interest rate exchange
                                 agreements, interest rate floor or cap
                                 agreements and currency exchange agreements;
                                 (b) bank accounts; (c) permitted investments;
                                 and (d) following

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                                      -10-



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                                 foreclosure, acceptance of a deed in lieu of
                                 foreclosure or any other enforcement action,
                                 real property and other collateral for
                                 defaulted mortgage loans.

                                 See "THE TRUST FUND--Mortgage Loans" and
                                 "--Mortgage-Backed Securities."

SUBSTITUTION, ACQUISITION AND
REMOVAL OF MORTGAGE ASSETS....   We will generally acquire the mortgage assets
                                 to be securitized from Merrill Lynch Mortgage
                                 Lending, Inc. or another of our affiliates or
                                 from another seller of commercial and
                                 multifamily mortgage loans. We will then
                                 transfer those mortgage assets to the issuing
                                 entity for the related securitization
                                 transaction.

                                 If and to the extent described in the related
                                 prospectus supplement, we, a mortgage asset
                                 seller or another specified person or entity
                                 may make or assign to or for the benefit of an
                                 issuing entity various representations and
                                 warranties, or may be obligated to deliver to
                                 an issuing entity various documents, in either
                                 case relating to some or all of the mortgage
                                 assets transferred to that issuing entity. A
                                 material breach of one of those representations
                                 and warranties or a failure to deliver a
                                 material document may, under the circumstances
                                 described in the related prospectus supplement,
                                 give rise to an obligation to repurchase the
                                 affected mortgage asset(s) from the subject
                                 issuing entity or to replace the affected
                                 mortgage asset(s) with other mortgage asset(s)
                                 that satisfy the criteria specified in the
                                 related prospectus supplement.

                                 In general, the total outstanding principal
                                 balance of the mortgage assets transferred by
                                 us to any particular issuing entity will equal
                                 or exceed the initial total outstanding
                                 principal balance of the related series of
                                 certificates. In the event that the total
                                 outstanding principal balance of the related
                                 underlying mortgage loans initially delivered
                                 by us to the related trustee is less than the
                                 initial total outstanding principal balance of
                                 any series of certificates, the subject
                                 securitization transaction may include a
                                 prefunding feature, in which case we may
                                 deposit or arrange for the deposit of cash or
                                 liquid investments on an interim basis with the
                                 related trustee to cover the shortfall. For a
                                 specified period, as set forth in the related
                                 prospectus supplement, following the date of
                                 initial issuance of that series of
                                 certificates, which will constitute the
                                 prefunding period, we or our designee will be
                                 entitled to obtain a release of the deposited
                                 cash or investments if we deliver or arrange
                                 for delivery of a corresponding amount of
                                 mortgage assets. If we fail, however, to
                                 deliver or arrange for the delivery of mortgage
                                 assets sufficient to make up the entire
                                 shortfall within the prefunding period, any of
                                 the cash or, following liquidation, investments
                                 remaining on deposit with the related trustee
                                 will be used by the related trustee to pay down
                                 the total principal balance of the

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                                      -11-



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                                 related series of certificates, as described in
                                 the related prospectus supplement.

                                 If the subject securitization transaction
                                 involves a prefunding feature, then we will
                                 indicate in the related prospectus supplement,
                                 among other things:

                                 o    the term or duration of the prefunding
                                      period, which may not extend beyond one
                                      year from the date of initial issuance of
                                      the related offered certificates;

                                 o    the amount of proceeds to be deposited in
                                      the applicable prefunding account and the
                                      percentage of the mortgage asset pool and
                                      any class or series of offered
                                      certificates represented by those
                                      proceeds, which proceeds may not exceed
                                      50% of the related offering proceeds; and

                                 o    any limitation on the ability to add pool
                                      assets.

                                 If so specified in the related prospectus
                                 supplement, we or another specified person or
                                 entity may be permitted, at our or its option,
                                 but subject to the conditions specified in that
                                 prospectus supplement, to acquire from the
                                 related issuing entity particular mortgage
                                 assets underlying a series of certificates in
                                 exchange for:

                                 o    cash that would be applied to pay down the
                                      principal balances of certificates of that
                                      series; and/or

                                 o    other mortgage loans or mortgage-backed
                                      securities that--

                                      1.   conform to the description of
                                           mortgage assets in this prospectus,
                                           and

                                      2.   satisfy the criteria set forth in the
                                           related prospectus supplement.

                                 For example, if a mortgage loan backing a
                                 series of offered certificates defaults, then
                                 it may be subject to (a) a purchase option on
                                 the part of another lender whose loan is
                                 secured by a lien on the same real estate
                                 collateral or by a lien on an equity interest
                                 in the related borrower and/or (b) a fair value
                                 purchase option under the applicable governing
                                 document(s) for the subject securitization
                                 transaction or another servicing agreement.

                                 In addition, if so specified in the related
                                 prospectus supplement, but subject to the
                                 conditions specified in that prospectus
                                 supplement, one or more holders of certificates
                                 may exchange those certificates for one or more
                                 of the mortgage loans or

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                                      -12-



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                                 mortgage-backed securities constituting part of
                                 the mortgage pool underlying those
                                 certificates.

                                 Further, if so specified in the related
                                 prospectus supplement, a special servicer or
                                 other specified party for one of our
                                 securitizations may be obligated, under the
                                 circumstances described in that prospectus
                                 supplement, to sell on behalf of the related
                                 issuing entity a delinquent or defaulted
                                 mortgage asset.

                                 See also "--Optional or Mandatory Redemption or
                                 Termination" below.

CHARACTERISTICS OF THE OFFERED
CERTIFICATES .................   An offered certificate may entitle the holder
                                 to receive:

                                 o    a stated principal amount, which will be
                                      represented by its principal balance, if
                                      any;

                                 o    interest on a principal balance or
                                      notional amount, at a fixed, floating,
                                      adjustable or variable pass-through rate,
                                      which pass-through rate may change as of a
                                      specified date or upon the occurrence of
                                      specified events or for any other reason
                                      from one accrual or payment period to
                                      another, as described in the related
                                      prospectus supplement;

                                 o    specified, fixed or variable portions of
                                      the interest, principal or other amounts
                                      received on the related underlying
                                      mortgage loans or mortgage-backed
                                      securities;

                                 o    payments of principal, with
                                      disproportionate, nominal or no payments
                                      of interest;

                                 o    payments of interest, with
                                      disproportionate, nominal or no payments
                                      of principal;

                                 o    payments of interest on a deferred or
                                      partially deferred basis, which deferred
                                      interest may be added to the principal
                                      balance, if any, of the subject class of
                                      offered certificates or which deferred
                                      interest may or may not itself accrue
                                      interest, all as set forth in the related
                                      prospectus supplement;

                                 o    payments of interest or principal that
                                      commence only as of a specified date or
                                      only after the occurrence of specified
                                      events, such as the payment in full of the
                                      interest and principal outstanding on one
                                      or more other classes of certificates of
                                      the same series;

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                                      -13-



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                                 o    payments of interest or principal that
                                      are, in whole or in part, calculated based
                                      on or payable specifically from payments
                                      or other collections on particular related
                                      underlying mortgage loans or
                                      mortgage-backed securities;

                                 o    payments of principal to be made, from
                                      time to time or for designated periods, at
                                      a rate that is--

                                      1.   faster and, in some cases,
                                           substantially faster, or

                                      2.   slower and, in some cases,
                                           substantially slower,

                                      than the rate at which payments or other
                                      collections of principal are received on
                                      the related underlying mortgage loans or
                                      mortgage-backed securities;

                                 o    payments of principal to be made, subject
                                      to available funds, based on a specified
                                      principal payment schedule or other
                                      methodology;

                                 o    payments of principal that may be
                                      accelerated or slowed in response to a
                                      change in the rate of principal payments
                                      on the related underlying mortgage loans
                                      or mortgage-backed securities in order to
                                      protect the subject class of offered
                                      certificates or, alternatively, to protect
                                      one or more other classes of certificates
                                      of the same series from prepayment and/or
                                      extension risk;

                                 o    payments of principal out of amounts other
                                      than payments or other collections of
                                      principal on the related underlying
                                      mortgage loans or mortgage-backed
                                      securities, such as excess spread on the
                                      related underlying mortgage loans or
                                      mortgage-backed securities or amounts
                                      otherwise payable as interest with respect
                                      to another class of certificates of the
                                      same series, which other class of
                                      certificates provides for the deferral of
                                      interest payments thereon;

                                 o    payments of residual amounts remaining
                                      after required payments have been made
                                      with respect to other classes of
                                      certificates of the same series; or

                                 o    payments of all or part of the prepayment
                                      or repayment premiums, fees and charges,
                                      equity participations payments or other
                                      similar items received on the related
                                      underlying mortgage loans or
                                      mortgage-backed securities.

                                 Any class of offered certificates may be senior
                                 or subordinate to or pari passu with one or
                                 more other classes of certificates of the

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                                      -14-



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                                 same series, including a non-offered class of
                                 certificates of that series, for purposes of
                                 some or all payments and/or allocations of
                                 losses.

                                 A class of offered certificates may have two or
                                 more component parts, each having
                                 characteristics that are otherwise described in
                                 this prospectus as being attributable to
                                 separate and distinct classes.

                                 Payments on a class of offered certificates may
                                 occur monthly, bi-monthly, quarterly,
                                 semi-annually or at any other specified
                                 interval, commencing on the distribution date
                                 specified in the related prospectus supplement.

                                 We will describe the specific characteristics
                                 of each class of offered certificates in the
                                 related prospectus supplement, including
                                 payment characteristics and authorized
                                 denominations. Among other things, in the
                                 related prospectus supplement, we will
                                 summarize the flow of funds, payment priorities
                                 and allocations among the respective classes of
                                 offered certificates of any particular series,
                                 the respective classes of non-offered
                                 certificates of that series, and fees and
                                 expenses, to the extent necessary to understand
                                 the payment characteristics of those classes of
                                 offered certificates, and we will identify any
                                 events in the applicable governing document(s)
                                 that would alter the transaction structure or
                                 flow of funds. See "DESCRIPTION OF THE
                                 CERTIFICATES."

CREDIT SUPPORT AND
REINVESTMENT, INTEREST RATE
AND CURRENCY-RELATED
PROTECTION FOR THE OFFERED
CERTIFICATES..................   Some classes of offered certificates may be
                                 protected in full or in part against defaults
                                 and losses, or select types of defaults and
                                 losses, on the related underlying mortgage
                                 loans or mortgage-backed securities through the
                                 subordination of one or more other classes of
                                 certificates of the same series or by other
                                 types of credit support. The other types of
                                 credit support may include
                                 overcollateralization or a letter of credit, a
                                 surety bond, an insurance policy, a guarantee
                                 or a reserve fund. We will describe the credit
                                 support, if any, for each class of offered
                                 certificates and, if applicable, we will
                                 identify the provider of that credit support,
                                 in the related prospectus supplement. In
                                 addition, we will summarize in the related
                                 prospectus supplement how losses not covered by
                                 credit enhancement or support will be allocated
                                 to the subject series of offered certificates.

                                 The assets of an issuing entity with respect to
                                 any series of offered certificates may also
                                 include any of the following agreements:

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                                      -15-



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                                 o    guaranteed investment contracts in
                                      accordance with which moneys held in the
                                      funds and accounts established with
                                      respect to those offered certificates will
                                      be invested at a specified rate;

                                 o    interest rate exchange agreements or
                                      interest rate cap or floor agreements; or

                                 o    currency exchange agreements.

                                 We will describe the types of reinvestment,
                                 interest rate and currency related protection,
                                 if any, for each class of offered certificates
                                 and, if applicable, we will identify the
                                 provider of that protection, in the related
                                 prospectus supplement.

                                 See "RISK FACTORS," "THE TRUST FUND" and
                                 "DESCRIPTION OF CREDIT SUPPORT."

ADVANCES WITH RESPECT TO THE
MORTGAGE ASSETS...............   If the assets of an issuing entity for a series
                                 of offered certificates include mortgage loans,
                                 then, as and to the extent described in the
                                 related prospectus supplement, the related
                                 master servicer, the related special servicer,
                                 the related trustee, any related provider of
                                 credit support and/or any other specified
                                 person may be obligated to make, or may have
                                 the option of making, advances with respect to
                                 those mortgage loans to cover--

                                 o    delinquent scheduled payments of principal
                                      and/or interest, other than balloon
                                      payments,

                                 o    property protection expenses,

                                 o    other servicing expenses, or

                                 o    any other items specified in the related
                                      prospectus supplement.

                                 Any party making advances will be entitled to
                                 reimbursement from subsequent recoveries on the
                                 related mortgage loan and as otherwise
                                 described in this prospectus or the related
                                 prospectus supplement. That party may also be
                                 entitled to receive interest on its advances
                                 for a specified period. See "DESCRIPTION OF THE
                                 GOVERNING DOCUMENTS--Advances."

                                 If the assets of an issuing entity for a series
                                 of offered certificates include mortgage-backed
                                 securities, we will describe in the related
                                 prospectus supplement any comparable advancing
                                 obligations with respect to those
                                 mortgage-backed securities or the underlying
                                 mortgage loans.

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


                                      -16-



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

OPTIONAL OR MANDATORY
REDEMPTION OR TERMINATION.....   We will describe in the related prospectus
                                 supplement any circumstances involving an
                                 optional or mandatory redemption of offered
                                 certificates or an optional or mandatory
                                 termination of the related issuing entity. In
                                 particular, a master servicer, special servicer
                                 or other designated party may be permitted or
                                 obligated to purchase or sell--

                                 o    all the mortgage assets held by any
                                      particular issuing entity, thereby
                                      resulting in a termination of that issuing
                                      entity, or

                                 o    that portion of the mortgage assets held
                                      by any particular issuing entity as is
                                      necessary or sufficient to retire one or
                                      more classes of offered certificates of
                                      the related series.

                                 See "DESCRIPTION OF THE
                                 CERTIFICATES--Termination and Redemption."

FEDERAL INCOME TAX
CONSEQUENCES..................   Any class of offered certificates will
                                 constitute or evidence ownership of:

                                 o    regular interests or residual interests in
                                      a real estate mortgage investment conduit
                                      under Sections 860A through 860G of the
                                      Internal Revenue Code of 1986; or

                                 o    interests in a grantor trust under Subpart
                                      E of Part I of Subchapter J of the
                                      Internal Revenue Code of 1986.

                                 See "FEDERAL INCOME TAX CONSEQUENCES."

ERISA CONSIDERATIONS..........   If you are a fiduciary of an employee benefit
                                 plan or other retirement plan or arrangement,
                                 you are encouraged to review with your legal
                                 advisor whether the purchase or holding of
                                 offered certificates could give rise to a
                                 transaction that is prohibited or is not
                                 otherwise permissible under applicable law. See
                                 "ERISA CONSIDERATIONS."

LEGAL INVESTMENT..............   If your investment authority is subject to
                                 legal investment laws and regulations,
                                 regulatory capital requirements or review by
                                 regulatory authorities, then you may be subject
                                 to restrictions on investment in the offered
                                 certificates. You are encouraged to consult
                                 your legal advisor to determine whether and to
                                 what extent the offered certificates constitute
                                 a legal investment for you. We will specify in
                                 the related prospectus supplement which classes
                                 of the offered certificates, if any, will
                                 constitute mortgage related securities for
                                 purposes of the Secondary Mortgage Market
                                 Enhancement Act of 1984, as amended. See "LEGAL
                                 INVESTMENT."

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


                                      -17-



                                  RISK FACTORS

     YOU SHOULD CONSIDER THE FOLLOWING FACTORS, AS WELL AS THE FACTORS SET FORTH
UNDER "RISK FACTORS" IN THE RELATED PROSPECTUS SUPPLEMENT, IN DECIDING WHETHER
TO PURCHASE OFFERED CERTIFICATES.

LACK OF LIQUIDITY WILL IMPAIR YOUR ABILITY TO SELL YOUR OFFERED CERTIFICATES AND
MAY HAVE AN ADVERSE EFFECT ON THE MARKET VALUE OF YOUR OFFERED CERTIFICATES

     The offered certificates may have limited or no liquidity. We cannot assure
you that a secondary market for your offered certificates will develop. There
will be no obligation on the part of anyone to establish a secondary market.
Furthermore, a particular investor or a few investors may acquire a substantial
portion of a given class of offered certificates, thereby limiting trading in
that class. Even if a secondary market does develop for your offered
certificates, it may provide you with less liquidity than you anticipated and it
may not continue for the life of your offered certificates.

     We will describe in the related prospectus supplement the information that
will be available to you with respect to your offered certificates. The limited
nature of the information may adversely affect the liquidity of your offered
certificates.

     We do not currently intend to list the offered certificates on any national
securities exchange or the NASDAQ stock market.

     Lack of liquidity will impair your ability to sell your offered
certificates and may prevent you from doing so at a time when you may want or
need to. Lack of liquidity could adversely affect the market value of your
offered certificates. We do not expect that you will have any redemption rights
with respect to your offered certificates.

     If you decide to sell your offered certificates, you may have to sell them
at a discount from the price you paid for reasons unrelated to the performance
of your offered certificates or the related underlying mortgage loans or
mortgage-backed securities. Pricing information regarding your offered
certificates may not be generally available on an ongoing basis.

THE MARKET VALUE OF YOUR OFFERED CERTIFICATES MAY BE ADVERSELY AFFECTED BY
FACTORS UNRELATED TO THE PERFORMANCE OF YOUR OFFERED CERTIFICATES AND THE
UNDERLYING MORTGAGE ASSETS, SUCH AS FLUCTUATIONS IN INTEREST RATES AND THE
SUPPLY AND DEMAND OF CMBS GENERALLY

     The market value of your offered certificates can decline even if those
certificates and the underlying mortgage assets are performing at or above your
expectations.

     The market value of your offered certificates will be sensitive to
fluctuations in current interest rates. However, a change in the market value of
your offered certificates as a result of an upward or downward movement in
current interest rates may not equal the change in the market value of your
offered certificates as a result of an equal but opposite movement in interest
rates.

     The market value of your offered certificates will also be influenced by
the supply of and demand for commercial mortgage-backed securities generally.
The supply of commercial mortgage-backed securities will depend on, among other
things, the amount of commercial and multifamily mortgage loans, whether newly
originated or held in portfolio, that are available for securitization. A number
of factors will affect investors' demand for commercial mortgage-backed
securities, including--

     o    the availability of alternative investments that offer higher yields
          or are perceived as being a better credit risk, having a less volatile
          market value or being more liquid,


                                      -18-



     o    legal and other restrictions that prohibit a particular entity from
          investing in commercial mortgage-backed securities or limit the amount
          or types of commercial mortgage-backed securities that it may acquire,

     o    investors' perceptions regarding the commercial and multifamily real
          estate markets, which may be adversely affected by, among other
          things, a decline in real estate values or an increase in defaults and
          foreclosures on mortgage loans secured by income-producing properties,
          and

     o    investors' perceptions regarding the capital markets in general, which
          may be adversely affected by political, social and economic events
          completely unrelated to the commercial and multifamily real estate
          markets.

     If you decide to sell your offered certificates, you may have to sell at
discount from the price you paid for reasons unrelated to the performance of
your offered certificates or the related underlying mortgage loans or
mortgage-backed securities. Pricing information regarding your offered
certificates may not be generally available on an ongoing basis.

PAYMENTS ON THE OFFERED CERTIFICATES WILL BE MADE SOLELY FROM THE LIMITED ASSETS
OF THE RELATED TRUST, AND THOSE ASSETS MAY BE INSUFFICIENT TO MAKE ALL REQUIRED
PAYMENTS ON THOSE CERTIFICATES

     The offered certificates will represent interests solely in, and will be
payable solely from the limited assets of, the related issuing entity. The
offered certificates will not represent interests in or obligations of us, any
sponsor or any of our or their respective affiliates, and no such person or
entity will be responsible for making payments on the offered certificates if
collections on the assets of the related issuing entity are insufficient. No
governmental agency or instrumentality will guarantee or insure payment on the
offered certificates. Furthermore, some classes of offered certificates will
represent a subordinate right to receive payments out of collections and/or
advances on some or all of the assets of the related issuing entity. If the
assets of the related issuing entity are insufficient to make payments on your
offered certificates, no other assets will be available to you for payment of
the deficiency, and you will bear the resulting loss. Any advances made by a
master servicer or other party with respect to the mortgage assets underlying
your offered certificates are intended solely to provide liquidity and not
credit support. The party making those advances will have a right to
reimbursement, probably with interest, which is senior to your right to receive
payment on your offered certificates.

ANY CREDIT SUPPORT FOR YOUR OFFERED CERTIFICATES MAY BE INSUFFICIENT TO PROTECT
YOU AGAINST ALL POTENTIAL LOSSES

     The Amount of Credit Support Will Be Limited. The rating agencies that
assign ratings to your offered certificates will establish the amount of credit
support, if any, for your offered certificates based on, among other things, an
assumed level of defaults, delinquencies and losses with respect to the related
underlying mortgage loans or mortgage-backed securities. Actual losses may,
however, exceed the assumed levels. See "DESCRIPTION OF THE
CERTIFICATES--Allocation of Losses and Shortfalls" and "DESCRIPTION OF CREDIT
SUPPORT." If actual losses on the related underlying mortgage loans or
mortgage-backed securities exceed the assumed levels, you may be required to
bear the additional losses.

     Credit Support May Not Cover All Types of Losses. The credit support, if
any, for your offered certificates may not cover all of your potential losses.
For example, some forms of credit support may not cover or may provide limited
protection against losses that you may suffer by reason of fraud or negligence
or as a result of uninsured casualties at the real properties securing the
underlying mortgage loans. You may be required to bear any losses which are not
covered by the credit support.

     Disproportionate Benefits May Be Given to Some Classes and Series to the
Detriment of Others. If a form of credit support covers multiple classes or
series and losses exceed the amount of that credit support, it is


                                      -19-



possible that the holders of offered certificates of another series or class
will be disproportionately benefited by that credit support to your detriment.

THE INVESTMENT PERFORMANCE OF YOUR OFFERED CERTIFICATES WILL DEPEND UPON
PAYMENTS, DEFAULTS AND LOSSES ON THE UNDERLYING MORTGAGE LOANS; AND THOSE
PAYMENTS, DEFAULTS AND LOSSES MAY BE HIGHLY UNPREDICTABLE

     The Terms of the Underlying Mortgage Loans Will Affect Payments on Your
Offered Certificates. Each of the mortgage loans underlying the offered
certificates will specify the terms on which the related borrower must repay the
outstanding principal amount of the loan. The rate, timing and amount of
scheduled payments of principal may vary, and may vary significantly, from
mortgage loan to mortgage loan. The rate at which the underlying mortgage loans
amortize will directly affect the rate at which the principal balance or
notional amount of your offered certificates is paid down or otherwise reduced.

     In addition, any mortgage loan underlying the offered certificates may
permit the related borrower during some or all of the loan term to prepay the
loan. In general, a borrower will be more likely to prepay its mortgage loan
when it has an economic incentive to do so, such as obtaining a larger loan on
the same underlying real property or a lower or otherwise more advantageous
interest rate through refinancing. If a mortgage loan includes some form of
prepayment restriction, the likelihood of prepayment should decline. These
restrictions may include--

     o    an absolute or partial prohibition against voluntary prepayments
          during some or all of the loan term, or

     o    a requirement that voluntary prepayments be accompanied by some form
          of prepayment premium, fee or charge during some or all of the loan
          term.

In many cases, however, there will be no restriction associated with the
application of insurance proceeds or condemnation proceeds as a prepayment of
principal.

     The Terms of the Underlying Mortgage Loans Do Not Provide Absolute
Certainty as to the Rate, Timing and Amount of Payments on Your Offered
Certificates. Notwithstanding the terms of the mortgage loans backing your
offered certificates, the amount, rate and timing of payments and other
collections on those mortgage loans will, to some degree, be unpredictable
because of borrower defaults and because of casualties and condemnations with
respect to the underlying real properties.

     The investment performance of your offered certificates may vary materially
and adversely from your expectations due to--

     o    the rate of prepayments and other unscheduled collections of principal
          on the underlying mortgage loans being faster or slower than you
          anticipated, or

     o    the rate of defaults on the underlying mortgage loans being faster, or
          the severity of losses on the underlying mortgage loans being greater,
          than you anticipated.

     The actual yield to you, as a holder of an offered certificate, may not
equal the yield you anticipated at the time of your purchase, and the total
return on investment that you expected may not be realized. In deciding whether
to purchase any offered certificates, you should make an independent decision as
to the appropriate prepayment, default and loss assumptions to be used. If the
trust assets underlying your offered certificates include mortgage-backed
securities, the terms of those securities may soften or enhance the effects to
you that may result from prepayments, defaults and losses on the mortgage loans
that ultimately back those securities.


                                      -20-



     Prepayments on the Underlying Mortgage Loans Will Affect the Average Life
of Your Offered Certificates; and the Rate and Timing of Those Prepayments May
Be Highly Unpredictable. Payments of principal and/or interest on your offered
certificates will depend upon, among other things, the rate and timing of
payments on the related underlying mortgage loans or mortgage-backed securities.
Prepayments on the underlying mortgage loans may result in a faster rate of
principal payments on your offered certificates, thereby resulting in a shorter
average life for your offered certificates than if those prepayments had not
occurred. The rate and timing of principal prepayments on pools of mortgage
loans varies among pools and is influenced by a variety of economic,
demographic, geographic, social, tax and legal factors. Accordingly, neither you
nor we can predict the rate and timing of principal prepayments on the mortgage
loans underlying your offered certificates. As a result, repayment of your
offered certificates could occur significantly earlier or later, and the average
life of your offered certificates could be significantly shorter or longer, than
you expected.

     The extent to which prepayments on the underlying mortgage loans ultimately
affect the average life of your offered certificates depends on the terms and
provisions of your offered certificates. A class of offered certificates may
entitle the holders to a pro rata share of any prepayments on the underlying
mortgage loans, to all or a disproportionately large share of those prepayments,
or to none or a disproportionately small share of those prepayments. If you are
entitled to a disproportionately large share of any prepayments on the
underlying mortgage loans, your offered certificates may be retired at an
earlier date. If, however, you are only entitled to a small share of the
prepayments on the underlying mortgage loans, the average life of your offered
certificates may be extended. Your entitlement to receive payments, including
prepayments, of principal of the underlying mortgage loans may--

     o    vary based on the occurrence of specified events, such as the
          retirement of one or more other classes of certificates of the same
          series, or

     o    be subject to various contingencies, such as prepayment and default
          rates with respect to the underlying mortgage loans.

     We will describe the terms and provisions of your offered certificates more
fully in the related prospectus supplement.

     Prepayments on the Underlying Mortgage Loans Will Affect the Yield on Your
Offered Certificates; and the Rate and Timing of Those Prepayments May Be Highly
Unpredictable. If you purchase your offered certificates at a discount or
premium, the yield on your offered certificates will be sensitive to prepayments
on the underlying mortgage loans. If you purchase your offered certificates at a
discount, you should consider the risk that a slower than anticipated rate of
principal payments on the underlying mortgage loans could result in your actual
yield being lower than your anticipated yield. Alternatively, if you purchase
your offered certificates at a premium, you should consider the risk that a
faster than anticipated rate of principal payments on the underlying mortgage
loans could result in your actual yield being lower than your anticipated yield.
The potential effect that prepayments may have on the yield of your offered
certificates will increase as the discount deepens or the premium increases. If
the amount of interest payable on your offered certificates is
disproportionately large as compared to the amount of principal payable on your
offered certificates, or if your offered certificates entitle you to receive
payments of interest but no payments of principal, then you may fail to recover
your original investment under some prepayment scenarios. The rate and timing of
principal prepayments on pools of mortgage loans varies among pools and is
influenced by a variety of economic, demographic, geographic, social, tax and
legal factors. Accordingly, neither you nor we can predict the rate and timing
of principal prepayments on the mortgage loans underlying your offered
certificates.

     Delinquencies, Defaults and Losses on the Underlying Mortgage Loans May
Affect the Amount and Timing of Payments on Your Offered Certificates; and the
Rate and Timing of Those Delinquencies and Defaults, and the Severity of Those
Losses, are Highly Unpredictable. The rate and timing of delinquencies and
defaults, and the severity of losses, on the underlying mortgage loans will
impact the amount and timing of payments on a


                                      -21-



series of offered certificates to the extent that their effects are not offset
by delinquency advances or some form of credit support.

     Unless otherwise covered by delinquency advances or some form of credit
support, defaults on the underlying mortgage loans may delay payments on a
series of offered certificates while the defaulted mortgage loans are worked-out
or liquidated. However, liquidations of defaulted mortgage loans prior to
maturity could affect the yield and average life of an offered certificate in a
manner similar to a voluntary prepayment.

     If you calculate your anticipated yield to maturity based on an assumed
rate of default and amount of losses on the underlying mortgage loans that is
lower than the default rate and amount of losses actually experienced, then, to
the extent that you are required to bear the additional losses, your actual
yield to maturity will be lower than you calculated and could, under some
scenarios, be negative. Furthermore, the timing of losses on the underlying
mortgage loans can affect your yield. In general, the earlier you bear any loss
on an underlying mortgage loan, the greater the negative effect on your yield.

     See "--Repayment of a Commercial or Multifamily Mortgage Loan Depends on
the Performance and Value of the Underlying Real Property, Which May Decline
Over Time, and the Related Borrower's Ability to Refinance the Property, of
Which There Is No Assurance" below.

     There Is an Increased Risk of Default Associated with Balloon Payments. Any
of the mortgage loans underlying your offered certificates may be nonamortizing
or only partially amortizing. The borrower under a mortgage loan of that type is
required to make substantial payments of principal and interest, which are
commonly called balloon payments, on the maturity date of the loan. The ability
of the borrower to make a balloon payment depends upon the borrower's ability to
refinance or sell the real property securing the loan. The ability of the
borrower to refinance or sell the property will be affected by a number of
factors, including:

     o    the fair market value and condition of the underlying real property;

     o    the level of interest rates;

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

     o    the borrower's financial condition;

     o    occupancy levels at or near the time of refinancing;

     o    the operating history of the underlying real property;

     o    changes in zoning and tax laws;

     o    changes in competition in the relevant geographic area;

     o    changes in rental rates in the relevant geographic area;

     o    changes in governmental regulation and fiscal policy;

     o    prevailing general and regional economic conditions;

     o    the state of the fixed income and mortgage markets; and

     o    the availability of credit for multifamily rental or commercial
          properties.


                                      -22-



     See "--Repayment of a Commercial or Multifamily Mortgage Loan Depends on
the Performance and Value of the Underlying Real Property, Which May Decline
Over Time, and the Related Borrower's Ability to Refinance the Property, of
Which There is No Assurance" below.

     Neither we nor any of our affiliates will be obligated to refinance any
mortgage loan underlying your offered certificates.

     The related master servicer or special servicer may, within prescribed
limits, extend and modify mortgage loans underlying your offered certificates
that are in default or as to which a payment default is imminent in order to
maximize recoveries on the defaulted loans. The related master servicer or
special servicer is only required to determine that any extension or
modification is reasonably likely to produce a greater recovery than a
liquidation of the real property securing the defaulted loan. There is a risk
that the decision of the master servicer or special servicer to extend or modify
a mortgage loan may not in fact produce a greater recovery.

REPAYMENT OF A COMMERCIAL OR MULTIFAMILY MORTGAGE LOAN DEPENDS ON THE
PERFORMANCE AND VALUE OF THE UNDERLYING REAL PROPERTY, WHICH MAY DECLINE OVER
TIME, AND THE RELATED BORROWER'S ABILITY TO REFINANCE THE PROPERTY, OF WHICH
THERE IS NO ASSURANCE

     Most of the Mortgage Loans Underlying Your Offered Certificates Will Be
Nonrecourse. You should consider all of the mortgage loans underlying your
offered certificates to be nonrecourse loans. This means that, in the event of a
default, recourse will be limited to the related real property or properties
securing the defaulted mortgage loan. In the event that the income generated by
a real property were to decline as a result of the poor economic performance of
that real property with the result that the real property is not able to support
debt service payments on the related mortgage loan, neither the related borrower
nor any other person would be obligated to remedy the situation by making
payments out of their own funds. In such a situation, the borrower could choose
instead to surrender the related mortgaged property to the lender or let it be
foreclosed upon.

     In those cases where recourse to a borrower or guarantor is permitted by
the loan documents, we generally will not undertake any evaluation of the
financial condition of that borrower or guarantor. Consequently, full and timely
payment on each mortgage loan underlying your offered certificates will depend
on one or more of the following:

     o    the sufficiency of the net operating income of the applicable real
          property;

     o    the market value of the applicable real property at or prior to
          maturity; and

     o    the ability of the related borrower to refinance or sell the
          applicable real property.

     In general, the value of a multifamily or commercial property will depend
on its ability to generate net operating income. The ability of an owner to
finance a multifamily or commercial property will depend, in large part, on the
property's value and ability to generate net operating income.

     Unless we state otherwise in the related prospectus supplement, none of the
mortgage loans underlying your offered certificates will be insured or
guaranteed by any governmental entity or private mortgage insurer.

     The risks associated with lending on multifamily and commercial properties
are inherently different from those associated with lending on the security of
single-family residential properties. This is because, among other reasons,
multifamily rental and commercial real estate lending generally involves larger
loans and, as described above, repayment is dependent upon the successful
operation and value of the related mortgaged property and the related borrower's
ability to refinance the mortgage loan or sell the related mortgaged property.


                                      -23-



     Many Risk Factors Are Common to Most or All Multifamily and Commercial
Properties. The following factors, among others, will affect the ability of a
multifamily or commercial property to generate net operating income and,
accordingly, its value:

     o    the location, age, functionality, design and construction quality of
          the subject property;

     o    perceptions regarding the safety, convenience and attractiveness of
          the property;

     o    the characteristics of the neighborhood where the property is located;

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

     o    the proximity and attractiveness of competing properties;

     o    the existence and construction of competing properties;

     o    the adequacy of the property's management and maintenance;

     o    tenant mix and concentration;

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

     o    local real estate conditions, including an increase in or oversupply
          of comparable commercial or residential space;

     o    demographic factors;

     o    customer confidence, tastes and preferences;

     o    retroactive changes in building codes and other applicable laws;

     o    changes in governmental rules, regulations and fiscal policies,
          including environmental legislation; and

     o    vulnerability to litigation by tenants and patrons.

     Particular factors that may adversely affect the ability of a multifamily
or commercial property to generate net operating income include:

     o    an increase in interest rates, real estate taxes and other operating
          expenses;

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

     o    a decline in the financial condition of a major tenant and, in
          particular, a sole tenant or anchor tenant;

     o    an increase in vacancy rates;

     o    a decline in rental rates as leases are renewed or replaced;


                                      -24-



     o    natural disasters and civil disturbances such as earthquakes,
          hurricanes, floods, eruptions, terrorist attacks or riots; and

     o    environmental contamination.

     The volatility of net operating income generated by a multifamily or
commercial property over time will be influenced by many of the foregoing
factors, as well as by:

     o    the length of tenant leases;

     o    the creditworthiness of tenants;

     o    the rental rates at which leases are renewed or replaced;

     o    the percentage of total property expenses in relation to revenue;

     o    the ratio of fixed operating expenses to those that vary with
          revenues; and

     o    the level of capital expenditures required to maintain the property
          and to maintain or replace tenants.

     Therefore, commercial and multifamily properties with short-term or less
creditworthy sources of revenue and/or relatively high operating costs, such as
those operated as hospitality and self-storage properties, can be expected to
have more volatile cash flows than commercial and multifamily properties with
medium- to long-term leases from creditworthy tenants and/or relatively low
operating costs. A decline in the real estate market will tend to have a more
immediate effect on the net operating income of commercial and multifamily
properties with short-term revenue sources and may lead to higher rates of
delinquency or defaults on the mortgage loans secured by those properties.

     The Successful Operation of a Multifamily or Commercial Property Depends on
Tenants. Generally, multifamily and commercial properties are subject to leases.
The owner of a multifamily or commercial property typically uses lease or rental
payments for the following purposes:

     o    to pay for maintenance and other operating expenses associated with
          the property;

     o    to fund repairs, replacements and capital improvements at the
          property; and

     o    to service mortgage loans secured by, and any other debt obligations
          associated with operating, the property.

Accordingly, mortgage loans secured by income-producing properties will be
affected by the expiration of leases and the ability of the respective borrowers
to renew the leases or relet the space on comparable terms and on a timely
basis.

     Factors that may adversely affect the ability of an income-producing
property to generate net operating income from lease and rental payments
include:

     o    a general inability to lease space;

     o    an increase in vacancy rates, which may result from tenants deciding
          not to renew an existing lease or discontinuing operations;


                                      -25-



     o    an increase in tenant payment defaults or any other inability to
          collect rental payments;

     o    a decline in rental rates as leases are entered into, renewed or
          extended at lower rates;

     o    an increase in leasing costs and/or the costs of performing landlord
          obligations under existing leases;

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

     o    a decline in the financial condition and/or bankruptcy or insolvency
          of a significant or sole tenant.

     With respect to any mortgage loan backing a series of offered certificates,
you should anticipate that, unless the related mortgaged real property is owner
occupied, one or more--and possibly all--of the leases at the related mortgaged
real property will expire at varying rates during the term of that mortgage loan
and some tenants will have, and may exercise, termination options. In addition,
some government-sponsored tenants will have the right as a matter of law to
cancel their leases for lack of appropriations.

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

     Some mortgage loans that back offered certificates may be secured by
mortgaged real properties with tenants that are related to or affiliated with a
borrower. In those cases a default by the borrower may coincide with a default
by the affiliated tenants. Additionally, even if the property becomes a
foreclosure property, it is possible that an affiliate of the borrower may
remain as a tenant.

     Dependence on a Single Tenant or a Small Number of Tenants Makes a Property
Riskier Collateral. In those cases where an income-producing property is leased
to a single tenant or is primarily leased to one or a small number of major
tenants, a deterioration in the financial condition or a change in the plan of
operations of any of those tenants can have particularly significant effects on
the net operating income generated by the property. If any of those tenants
defaults under or fails to renew its lease, the resulting adverse financial
effect on the operation of the property will be substantially more severe than
would be the case with respect to a property occupied by a large number of less
significant tenants.

     An income-producing property operated for retail, office or industrial
purposes also may be adversely affected by a decline in a particular business or
industry if a concentration of tenants at the property is engaged in that
business or industry.

     Accordingly, factors that will affect the operation and value of a
commercial property include:

     o    the business operated by the tenants;

     o    the creditworthiness of the tenants; and

     o    the number of tenants.


                                      -26-



     Tenant Bankruptcy Adversely Affects Property Performance. The bankruptcy or
insolvency of a major tenant, or a number of smaller tenants, at a commercial
property may adversely affect the income produced by the property. Under the
U.S. Bankruptcy Code, a tenant has the option of assuming or rejecting any
unexpired lease. If the tenant rejects the lease, the landlord's claim for
breach of the lease would be a general unsecured claim against the tenant unless
there is collateral securing the claim. The claim would be limited to:

     o    the unpaid rent reserved under the lease for the periods prior to the
          bankruptcy petition or any earlier surrender of the leased premises,
          plus

     o    an amount, not to exceed three years' rent, equal to the greater of
          one year's rent and 15% of the remaining reserved rent.

     The Success of an Income-Producing Property Depends on Reletting Vacant
Spaces. The operations at an income-producing property will be adversely
affected if the owner or property manager is unable to renew leases or relet
space on comparable terms when existing leases expire and/or become defaulted.
Even if vacated space is successfully relet, the costs associated with
reletting, including tenant improvements and leasing commissions in the case of
income-producing properties operated for retail, office or industrial purposes,
can be substantial, could exceed any reserves maintained for that purpose and
could reduce cash flow from the income-producing properties. Moreover, if a
tenant at a income-producing property defaults in its lease obligations, the
landlord may incur substantial costs and experience significant delays
associated with enforcing its rights and protecting its investment, including
costs incurred in renovating and reletting the property.

     If an income-producing property has multiple tenants, re-leasing
expenditures may be more frequent than in the case of a property with fewer
tenants, thereby reducing the cash flow generated by the multi-tenanted
property. Multi-tenanted properties may also experience higher continuing
vacancy rates and greater volatility in rental income and expenses.

     Property Value May Be Adversely Affected Even When Current Operating Income
is Not. Various factors may affect the value of multifamily and commercial
properties without affecting their current net operating income, including:

     o    changes in interest rates;

     o    the availability of refinancing sources;

     o    changes in governmental regulations, licensing or fiscal policy;

     o    changes in zoning or tax laws; and

     o    potential environmental or other legal liabilities.

     Property Management May Affect Property Operations and Value. The operation
of an income-producing property will depend upon the property manager's
performance and viability. The property manager generally is responsible for:

     o    responding to changes in the local market;

     o    planning and implementing the rental structure, including staggering
          durations of leases and establishing levels of rent payments;

     o    operating the property and providing building services;


                                      -27-



     o    managing operating expenses; and

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

     Income-producing properties that derive revenues primarily from short-term
rental commitments, such as hospitality or self-storage properties, generally
require more intensive management than properties leased to tenants under
long-term leases.

     By controlling costs, providing appropriate and efficient services to
tenants and maintaining improvements in good condition, a property manager can--

     o    maintain or improve occupancy rates, business and cash flow,

     o    reduce operating and repair costs, and

     o    preserve building value.

On the other hand, management errors can, in some cases, impair the long term
viability of an income-producing property.

     Maintaining a Property in Good Condition is Expensive. The owner may be
required to expend a substantial amount to maintain, renovate or refurbish a
commercial or multifamily property. Failure to do so may materially impair the
property's ability to generate cash flow. The effects of poor construction
quality will increase over time in the form of increased maintenance and capital
improvements. Even superior construction will deteriorate over time if
management does not schedule and perform adequate maintenance in a timely
fashion. There can be no assurance that an income-producing property will
generate sufficient cash flow to cover the increased costs of maintenance and
capital improvements in addition to paying debt service on the mortgage loan(s)
that may encumber that property.

     Competition Will Adversely Affect the Profitability and Value of an
Income-Producing Property. Some income-producing properties are located in
highly competitive areas. Comparable income-producing properties located in the
same area compete on the basis of a number of factors including:

     o    rental rates;

     o    location;

     o    type of business or services and amenities offered; and

     o    nature and condition of the particular property.

     The profitability and value of an income-producing property may be
adversely affected by a comparable property that:

     o    offers lower rents;

     o    has lower operating costs;

     o    offers a more favorable location; or

     o    offers better facilities.


                                      -28-



Costs of renovating, refurbishing or expanding an income-producing property in
order to remain competitive can be substantial.

     The Prospective Performance of the Multifamily and Commercial Mortgage
Loans to be Included in Any of Our Trusts Should be Evaluated Separately from
the Performance of the Multifamily and Commercial Mortgage Loans in Any of Our
Other Trusts. Notwithstanding that there are many common factors affecting the
profitability and value of income-producing properties in general, those factors
do not apply equally to all income-producing properties and, in many cases,
there are special factors that will affect the profitability and/or value of a
particular income-producing property. See, for example, "--Various Types of
Income-Producing Properties May Secure Mortgage Loans Underlying a Series of
Offered Certificates and Each Type of Income-Producing Property May Present
Special Risks as Collateral for a Loan" below. Each income-producing property
represents a separate and distinct business venture; and, as a result, each of
the multifamily and commercial mortgage loans included in one of our trusts
requires a unique underwriting analysis. Furthermore, economic conditions,
whether worldwide, national, regional or local, vary over time. The performance
of a mortgage pool originated and outstanding under one set of economic
conditions may vary dramatically from the performance of an otherwise comparable
mortgage pool originated and outstanding under a different set of economic
conditions. Accordingly, investors should evaluate the mortgage loans underlying
a series of offered certificates independently from the performance of the
mortgage loans underlying any other series of offered certificates.

VARIOUS TYPES OF INCOME-PRODUCING PROPERTIES MAY SECURE MORTGAGE LOANS
UNDERLYING A SERIES OF OFFERED CERTIFICATES AND EACH TYPE OF INCOME-PRODUCING
PROPERTY MAY PRESENT SPECIAL RISKS AS COLLATERAL FOR A LOAN

     General. The mortgage loans underlying a series of offered certificates may
be secured by numerous types of multifamily and commercial properties. As
discussed under "--Repayment of a Commercial or Multifamily Mortgage Loan
Depends on the Performance and Value of the Underlying Real Property, Which May
Decline Over Time, and the Related Borrower's Ability to Refinance the Property,
of Which There is No Assurance" above, the adequacy of an income-producing
property as security for a mortgage loan depends in large part on its value and
ability to generate net operating income. The relative importance of any factor
affecting the value or operation of an income-producing property will depend on
the type and use of the property, and the type and use of a particular
income-producing property may present special risks. Additionally, many types of
commercial properties are not readily convertible to alternative uses if the
original use is not successful or may require significant capital expenditures
to effect any conversion to an alternative use. As a result, the liquidation
value of any of those types of property would be substantially less than would
otherwise be the case. Set forth below is a discussion of some of the various
factors that may affect the value and operations of the indicated types of
multifamily and commercial properties.

     Multifamily Rental Properties. Factors affecting the value and operation of
a multifamily rental property include:

     o    the physical attributes of the property, such as its age, appearance,
          amenities and construction quality in relation to competing buildings;

     o    the types of services or amenities offered at the property;

     o    the location of the property;

     o    distance from employment centers and shopping areas;

     o    local factory or other large employer closings;

     o    the characteristics of the surrounding neighborhood, which may change
          over time;


                                      -29-



     o    the rents charged for dwelling units at the property relative to the
          rents charged for comparable units at competing properties;

     o    the ability of management to provide adequate maintenance and
          insurance;

     o    the property's reputation;

     o    the level of mortgage interest rates, which may encourage tenants to
          purchase rather than lease housing;

     o    the existence or construction of competing or alternative residential
          properties in the local market, including other apartment buildings
          and complexes, manufactured housing communities, mobile home parks and
          single-family housing;

     o    compliance with and continuance of any government housing rental
          subsidy programs and/or low income housing tax credit or incentive
          programs from which the property receives benefits;

     o    the ability of management to respond to competition;

     o    the tenant mix and whether the property is primarily occupied by
          workers from a particular company or type of business, or personnel
          from a local military base or students;

     o    in the case of student housing facilities, the reliance on the
          financial well-being of the college or university to which it relates,
          competition from on-campus housing units, and the relatively higher
          turnover rate compared to other types of multifamily tenants;

     o    adverse local, regional or national economic conditions, which may
          limit the amount that may be charged for rents and may result in a
          reduction in timely rent payments or a reduction in occupancy levels;

     o    state and local regulations, which may affect the property owner's
          ability to increase rent to the market rent for an equivalent
          apartment;

     o    the extent to which the property is subject to land use restrictive
          covenants or contractual covenants that require that units be rented
          to low income tenants;

     o    the extent to which the cost of operating the property, including the
          cost of utilities and the cost of required capital expenditures, may
          increase;

     o    the extent to which increases in operating costs may be passed through
          to tenants; and

     o    the financial condition of the owner of the property.

     Because units in a multifamily rental property are leased to individuals,
usually for no more than a year, the property is likely to respond relatively
quickly to a downturn in the local economy or to the closing of a major employer
in the area.

     In addition, multifamily rental properties are typically in markets that,
in general, are characterized by low barriers to entry. Thus, a particular
multifamily rental property market with historically low vacancies could
experience substantial new construction and a resultant oversupply of rental
units within a relatively short period of time. Since apartments within a
multifamily rental property are typically leased on a short-term basis, the


                                      -30-



tenants residing at a particular property may easily move to alternative
multifamily rental properties with more desirable amenities or locations or to
single family housing.

     Some states regulate the relationship of an owner and its tenants at a
multifamily rental property. Among other things, these states may--

     o    require written leases;

     o    require good cause for eviction;

     o    require disclosure of fees;

     o    prohibit unreasonable rules;

     o    prohibit retaliatory evictions;

     o    prohibit restrictions on a resident's choice of unit vendors;

     o    limit the bases on which a landlord may increase rent; or

     o    prohibit a landlord from terminating a tenancy solely by reason of the
          sale of the owner's building.

     Apartment building owners have been the subject of suits under state Unfair
and Deceptive Practices Acts and other general consumer protection statutes for
coercive, abusive or unconscionable leasing and sales practices.

     Some counties and municipalities also impose rent control or rent
stabilization regulations on apartment buildings. These regulations may limit
rent increases to--

     o    fixed percentages,

     o    percentages of increases in the consumer price index,

     o    increases set or approved by a governmental agency, or

     o    increases determined through mediation or binding arbitration.

     In many cases, the rent control or rent stabilization laws do not provide
for decontrol of rental rates upon vacancy of individual units. Any limitations
on a landlord's ability to raise rents at a multifamily rental property may
impair the landlord's ability to repay a mortgage loan secured by the property
or to meet operating costs.

     Some multifamily rental properties are subject to land use restrictive
covenants or contractual covenants in favor of federal or state housing
agencies. These covenants generally require that a minimum number or percentage
of units be rented to tenants who have incomes that are substantially lower than
median incomes in the area or region. These covenants may limit the potential
rental rates that may be charged at a multifamily rental property, the potential
tenant base for the property or both. An owner may subject a multifamily rental
property to these covenants in exchange for tax credits or rent subsidies. When
the credits or subsidies cease, net operating income will decline. The
differences in rents between subsidized or supported properties and other
multifamily rental properties in the same area may not be a sufficient economic
incentive for some eligible tenants to reside at a subsidized or supported
property that may have fewer amenities or be less attractive as a residence. As
a result, occupancy levels at a subsidized or supported property may decline,
which may adversely affect the value and successful operation of the property.


                                      -31-




     Cooperatively-Owned Apartment Buildings. Some multifamily properties are
owned or leased by cooperative corporations. In general, each shareholder in the
corporation is entitled to occupy a particular apartment unit under a long-term
proprietary lease or occupancy agreement.

     A tenant/shareholder of a cooperative corporation must make a monthly
maintenance payment to the corporation. The monthly maintenance payment
represents a tenant/shareholder's pro rata share of the corporation's--

     o    mortgage loan payments,

     o    real property taxes,

     o    maintenance expenses, and

     o    other capital and ordinary expenses of the property.

These monthly maintenance payments are in addition to any payments of principal
and interest the tenant/shareholder must make on any loans of the
tenant/shareholder secured by its shares in the corporation.

     A cooperative corporation is directly responsible for building maintenance
and payment of real estate taxes and hazard and liability insurance premiums. A
cooperative corporation's ability to meet debt service obligations on a mortgage
loan secured by, and to pay all other operating expenses of, the cooperatively
owned property depends primarily upon the receipt of--

     o    maintenance payments from the tenant/shareholders, and

     o    any rental income from units or commercial space that the cooperative
          corporation might control.

     A cooperative corporation may have to impose special assessments on the
tenant/shareholders in order to pay unanticipated expenditures. Accordingly, a
cooperative corporation is highly dependent on the financial well being of its
tenant/shareholders. A cooperative corporation's ability to pay the amount of
any balloon payment due at the maturity of a mortgage loan secured by the
cooperatively owned property depends primarily on its ability to refinance the
property. Additional factors likely to affect the economic performance of a
cooperative corporation include--

     o    the failure of the corporation to qualify for favorable tax treatment
          as a "cooperative housing corporation" each year, which may reduce the
          cash flow available to make debt service payments on a mortgage loan
          secured by cooperatively owned property; and

     o    the possibility that, upon foreclosure, if the cooperatively-owned
          property becomes a rental property, certain units could be subject to
          rent control, stabilization and tenants' rights laws, at below market
          rents, which may affect rental income levels and the marketability and
          sale proceeds of the ensuing rental property as a whole.

     In a typical cooperative conversion plan, the owner of a rental apartment
building contracts to sell the building to a newly formed cooperative
corporation. Shares are allocated to each apartment unit by the owner or
sponsor. The current tenants have a specified period to subscribe at prices
discounted from the prices to be offered to the public after that period. As
part of the consideration for the sale, the owner or sponsor receives all the
unsold shares of the cooperative corporation. In general the sponsor controls
the corporation's board of directors and management for a limited period of
time. If the sponsor of the cooperative corporation holds the shares allocated
to a large number of apartment units, the lender on a mortgage loan secured by a
cooperatively owned property may be adversely affected by a decline in the
creditworthiness of that sponsor.


                                      -32-



     Many cooperative conversion plans are non-eviction plans. Under a
non-eviction plan, a tenant at the time of conversion who chooses not to
purchase shares is entitled to reside in its apartment unit as a subtenant from
the owner of the shares allocated to that unit. Any applicable rent control or
rent stabilization laws would continue to be applicable to the subtenancy. In
addition, the subtenant may be entitled to renew its lease for an indefinite
number of years with continued protection from rent increases above those
permitted by any applicable rent control and rent stabilization laws. The
owner/shareholder is responsible for the maintenance payments to the cooperative
corporation without regard to whether it receives rent from the subtenant or
whether the rent payments are lower than maintenance payments on the unit.
Newly-formed cooperative corporations typically have the greatest concentration
of non-tenant/shareholders.

     Retail Properties. The term "retail property" encompasses a broad range of
properties at which businesses sell consumer goods and other products and
provide various entertainment, recreational or personal services to the general
public. Some examples of retail properties include--

     o    shopping centers,

     o    factory outlet centers,

     o    malls,

     o    automotive sales and service centers,

     o    consumer oriented businesses,

     o    department stores,

     o    grocery stores,

     o    convenience stores,

     o    specialty shops,

     o    gas stations,

     o    movie theaters,

     o    fitness centers,

     o    bowling alleys,

     o    salons, and

     o    dry cleaners.

     A number of factors may affect the value and operation of a retail
property. Some of these factors include:

     o    the strength, stability, number and quality of the tenants;

     o    tenants' sales;

     o    tenant mix;


                                      -33-



     o    whether the property is in a desirable location;

     o    the physical condition and amenities of the building in relation to
          competing buildings;

     o    whether a retail property is anchored, shadow anchored or unanchored
          and, if anchored or shadow anchored, the strength, stability, quality
          and continuous occupancy of the anchor tenant or the shadow anchor, as
          the case may be, are particularly important factors; and

     o    the financial condition of the owner of the property.

     Unless owner occupied, retail properties generally derive all or a
substantial percentage of their income from lease payments from commercial
tenants. Therefore, it is important for the owner of a retail property to
attract and keep tenants, particularly significant tenants, that are able to
meet their lease obligations. In order to attract tenants, the owner of a retail
property may be required to--

     o    lower rents,

     o    grant a potential tenant a free rent or reduced rent period,

     o    improve the condition of the property generally, or

     o    make at its own expense, or grant a rent abatement to cover, tenant
          improvements for a potential tenant.

     A prospective tenant will also be interested in the number and type of
customers that it will be able to attract at a particular retail property. The
ability of a tenant at a particular retail property to attract customers will be
affected by a number of factors related to the property and the surrounding
area, including:

     o    competition from other retail properties;

     o    perceptions regarding the safety, convenience and attractiveness of
          the property;

     o    perceptions regarding the safety of the surrounding area;

     o    demographics of the surrounding area;

     o    the strength and stability of the local, regional and national
          economies;

     o    traffic patterns and access to major thoroughfares;

     o    the visibility of the property;

     o    availability of parking;

     o    the particular mixture of the goods and services offered at the
          property;

     o    customer tastes, preferences and spending patterns; and

     o    the drawing power of other tenants.

     The success of a retail property is often dependent on the success of its
tenants' businesses. A significant component of the total rent paid by tenants
of retail properties is often tied to a percentage of gross sales or

                                      -34-



revenues. Declines in sales or revenues of the tenants will likely cause a
corresponding decline in percentage rents and/or impair the tenants' ability to
pay their rent or other occupancy costs. A default by a tenant under its lease
could result in delays and costs in enforcing the landlord's rights. Retail
properties would be directly and adversely affected by a decline in the local
economy and reduced consumer spending.

     Repayment of a mortgage loan secured by a retail property will be affected
by the expiration of space leases at the property and the ability of the
borrower to renew or relet the space on comparable terms. Even if vacant space
is successfully relet, the costs associated with reletting, including tenant
improvements, leasing commissions and free rent, may be substantial and could
reduce cash flow from a retail property.

     With respect to some retail properties, one or more tenants may have the
option, at any time or after the expiration of a specified period, to terminate
their leases at the property. In many cases, the tenant is required to provide
notice and/or pay penalties in connection with the exercise of its termination
option. Notwithstanding any disincentives with respect to a termination option,
there can be no assurance a tenant will not exercise such an option, especially
if the rent paid by that tenant is in excess of market rent.

     The presence or absence of an anchor tenant in a multi-tenanted retail
property can be important. Anchor tenants play a key role in generating customer
traffic and making the center desirable for other tenants. Retail properties
that are anchored have traditionally been perceived as less risky than
unanchored properties. As to any given retail property, an anchor tenant is
generally understood to be a nationally or regionally recognized tenant whose
space is, in general, materially larger in size than the space occupied by other
tenants at the same retail property and is important in attracting customers to
the retail property.

     A retail property may also benefit from a shadow anchor. A shadow anchor is
a store or business that satisfies the criteria for an anchor store or business,
but which may be located at an adjoining property or on a portion of the subject
retail property that is not collateral for the related mortgage loan. A shadow
anchor may own the space it occupies. In those cases where the property owner
does not control the space occupied by the anchor store or business, the
property owner may not be able to take actions with respect to the space that it
otherwise typically would, such as granting concessions to retain an anchor
tenant or removing an ineffective anchor tenant.

     In some cases, an anchor tenant or a shadow anchor may cease to operate at
the property, thereby leaving its space unoccupied even though it continues to
pay rent on or even own the vacant space. If an anchor tenant or a shadow anchor
ceases operations at a retail property or if its sales do not reach a specified
threshold, other tenants at the property may be entitled to terminate their
leases prior to the scheduled expiration date or to pay rent at a reduced rate
for the remaining term of the lease.

     Accordingly, the following factors, among others, will adversely affect the
economic performance of an anchored retail property, including:

     o    an anchor tenant's failure to renew its lease;

     o    termination of an anchor tenant's lease;

     o    the bankruptcy or economic decline of an anchor tenant or a shadow
          anchor;

     o    the cessation of the business of a self-owned anchor or of an anchor
          tenant, notwithstanding its continued ownership of the previously
          occupied space or its continued payment of rent, as the case may be;
          or

     o    a loss of an anchor tenant's ability to attract shoppers.


                                      -35-



     Retail properties may also face competition from sources outside a given
real estate market or with lower operating costs. For example, all of the
following compete with more traditional department stores and specialty shops
for consumer dollars:

     o    factory outlet centers;

     o    discount shopping centers and clubs;

     o    catalogue retailers;

     o    home shopping networks and programs;

     o    internet web sites and electronic media shopping; and

     o    telemarketing.

     Similarly, home movie rentals and pay-per-view movies provide alternate
sources of entertainment to movie theaters. Continued growth of these
alternative retail outlets and entertainment sources, which are often
characterized by lower operating costs, could adversely affect the rents
collectible at retail properties.

     Gas stations, automotive sales and service centers and dry cleaners also
pose unique environmental risks because of the nature of their businesses and
the types of products used or sold in those businesses.

     Office Properties. Factors affecting the value and operation of an office
property include:

     o    the strength, stability, number and quality of the tenants,
          particularly significant tenants, at the property;

     o    the physical attributes and amenities of the building in relation to
          competing buildings, including the condition of the HVAC system.
          parking and the building's compatibility with current business wiring
          requirements;

     o    whether the area is a desirable business location, including local
          labor cost and quality, tax environment, including tax benefits, and
          quality of life issues, such as schools and cultural amenities;

     o    the location of the property with respect to the central business
          district or population centers;

     o    demographic trends within the metropolitan area to move away from or
          towards the central business district;

     o    social trends combined with space management trends, which may change
          towards options such as telecommuting or hoteling to satisfy space
          needs;

     o    tax incentives offered to businesses or property owners by cities or
          suburbs adjacent to or near where the building is located;

     o    local competitive conditions, such as the supply of office space or
          the existence or construction of new competitive office buildings;

     o    the quality and philosophy of building management;


                                      -36-



     o    access to mass transportation;

     o    accessibility from surrounding highways/streets;

     o    changes in zoning laws; and

     o    the financial condition of the owner.

     With respect to some office properties, one or more tenants may have the
option, at any time or after the expiration of a specified period, to terminate
their leases at the property. In many cases, the tenant is required to provide
notice and/or pay penalties in connection with the exercise of its termination
option. Notwithstanding any disincentives with respect to a termination option,
there can be no assurance a tenant will not exercise such an option, especially
if the rent paid by that tenant is in excess of market rent.

     Office properties may be adversely affected by an economic decline in the
business operated by their tenants. The risk associated with that economic
decline is increased if revenue is dependent on a single tenant or if there is a
significant concentration of tenants in a particular business or industry.

     Office properties are also subject to competition with other office
properties in the same market. Competitive factors affecting an office property
include:

     o    rental rates;

     o    the building's age, condition and design, including floor sizes and
          layout;

     o    access to public transportation and availability of parking; and

     o    amenities offered to its tenants, including sophisticated building
          systems, such as fiber optic cables, satellite communications or other
          base building technological features.

     The cost of refitting office space for a new tenant is often higher than
for other property types.

     The success of an office property also depends on the local economy.
Factors influencing a company's decision to locate in a given area include:

     o    the cost and quality of labor;

     o    tax incentives; and

     o    quality of life considerations, such as schools and cultural
          amenities.

     The strength and stability of the local or regional economy will affect an
office property's ability to attract stable tenants on a consistent basis. A
central business district may have a substantially different economy from that
of a suburb.

     Hospitality Properties. Hospitality properties may involve different types
of hotels and motels, including:

     o    full service hotels;

     o    resort hotels with many amenities;

     o    limited service hotels;


                                      -37-



     o    hotels and motels associated with national or regional franchise
          chains;

     o    hotels that are not affiliated with any franchise chain but may have
          their own brand identity; and

     o    other lodging facilities.

     Factors affecting the value, operation and economic performance of a
hospitality property include:

     o    the location of the property and its proximity to major population
          centers or attractions;

     o    the seasonal nature of business at the property;

     o    the level of room rates relative to those charged by competitors;

     o    quality and perception of the franchise affiliation, if any;

     o    economic conditions, either local, regional or national, which may
          limit the amount that can be charged for a room and may result in a
          reduction in occupancy levels;

     o    the existence or construction of competing hospitality properties;

     o    nature and quality of the services and facilities;

     o    financial strength and capabilities of the owner and operator;

     o    the need for continuing expenditures for modernizing, refurbishing and
          maintaining existing facilities;

     o    increases in operating costs, which may not be offset by increased
          room rates;

     o    the property's dependence on business and commercial travelers and
          tourism;

     o    changes in travel patterns caused by changes in access, energy prices,
          labor strikes, relocation of highways, the reconstruction of
          additional highways or other factors; and

     o    changes in travel patterns caused by perceptions of travel safety,
          which perceptions can be significantly and adversely influenced by
          terrorist acts and foreign conflict as well as apprehension regarding
          the possibility of such acts or conflicts.

     Because limited service hotels and motels are relatively quick and
inexpensive to construct and may quickly reflect a positive value, an
over-building of these hotels and motels could occur in any given region, which
would likely adversely affect occupancy and daily room rates. Further, because
rooms at hospitality properties are generally rented for short periods of time,
hospitality properties tend to be more sensitive to adverse economic conditions
and competition than many other types of commercial properties. Additionally,
the revenues of some hospitality properties, particularly those located in
regions whose economies depend upon tourism, may be highly seasonal in nature
and/or may be adversely affected by prolonged unfavorable weather conditions.

     Hospitality properties may be operated under franchise agreements. The
continuation of a franchise is typically subject to specified operating
standards and other terms and conditions. The franchisor periodically inspects
its licensed properties to confirm adherence to its operating standards. The
failure of the hospitality property to maintain those standards or adhere to
those other terms and conditions could result in the loss or cancellation of the
franchise license. It is possible that the franchisor could condition the
continuation of a

                                      -38-



franchise license on the completion of capital improvements or the making of
capital expenditures that the owner of the hospitality property determines are
too expensive or are otherwise unwarranted in light of the operating results or
prospects of the property. In that event, the owner of the hospitality property
may elect to allow the franchise license to lapse. In any case, if the franchise
is terminated, the owner of the hospitality property may seek to obtain a
suitable replacement franchise, which may be at significantly higher fees than
the previous franchise, or to operate property independently of a franchise
license. The loss of a franchise license could have a material adverse effect
upon the operations or value of the hospitality property because of the loss of
associated name recognition, marketing support and centralized reservation
systems provided by the franchisor.

     The viability of any hospitality property that is a franchise of a national
or a regional hotel or motel chain is dependent upon:

     o    the continued existence and financial strength of the franchisor;

     o    the public perception of the franchise service mark; and

     o    the duration of the franchise licensing agreement.

     The transferability of franchise license agreements may be restricted. The
consent of the franchisor would be required for the continued use of the
franchise license by the hospitality property following a foreclosure.
Conversely, a lender may be unable to remove a franchisor that it desires to
replace following a foreclosure. Additionally, any provision in a franchise
agreement or management agreement providing for termination because of a
bankruptcy of a franchisor or manager will generally not be enforceable. In the
event of a foreclosure on a hospitality property, the lender or other purchaser
of the hospitality property may not be entitled to the rights under any
associated operating, liquor and other licenses. That party would be required to
apply in its own right for new operating, liquor and other licenses. There can
be no assurance that a new license could be obtained or that it could be
obtained promptly. The lack of a liquor license in a hospitality property could
have an adverse impact on the revenue from that property or on its occupancy
rate.

     Casino Properties. Factors affecting the economic performance of a casino
property include:

     o    location, including proximity to or easy access from major population
          centers;

     o    appearance;

     o    economic conditions, either local, regional or national, which may
          limit the amount of disposable income that potential patrons may have
          for gambling;

     o    the existence or construction of competing casinos;

     o    dependence on tourism; and

     o    local or state governmental regulation.

     Competition among major casinos may involve attracting patrons by--

     o    providing alternate forms of entertainment, such as performers and
          sporting events, and

     o    offering low-priced or free food and lodging.

     Casino owners may expend substantial sums to modernize, refurbish and
maintain existing facilities.


                                      -39-



     Because of their dependence on disposable income of patrons, casino
properties are likely to respond quickly to a downturn in the economy.

     The ownership, operation, maintenance and/or financing of casino properties
is often subject to local or state governmental regulation. A government agency
or authority may have jurisdiction over or influence with respect to the
foreclosure of a casino property or the bankruptcy of its owner or operator. In
some jurisdictions, it may be necessary to receive governmental approval before
foreclosing, thereby resulting in substantial delays to a lender. Gaming
licenses are not transferable, including in connection with a foreclosure. There
can be no assurance that a lender or another purchaser in foreclosure or
otherwise will be able to obtain the requisite approvals to continue operating
the foreclosed property as a casino.

     Any given state or municipality that currently allows legalized gambling
could pass legislation banning it.

     The loss of a gaming license for any reason would have a material adverse
effect on the value of a casino property.

     Health Care-Related Properties. Health care-related properties include:

     o    hospitals;

     o    medical offices;

     o    skilled nursing facilities;

     o    nursing homes;

     o    congregate care facilities; and

     o    in some cases, assisted living centers and housing for seniors.

     Health care-related facilities, particularly nursing homes, may receive a
substantial portion of their revenues from government reimbursement programs,
primarily Medicaid and Medicare. Medicaid and Medicare are subject to:

     o    statutory and regulatory changes;

     o    retroactive rate adjustments;

     o    administrative rulings;

     o    policy interpretations;

     o    delays by fiscal intermediaries; and

     o    government funding restrictions.

All of the foregoing can adversely affect revenues from the operation a health
care-related facility. Moreover, governmental payors have employed
cost-containment measures that limit payments to health care providers. In
addition, there are currently under consideration various proposals for national
health care relief that could further limit these payments.


                                      -40-



     Health care-related facilities are subject to significant governmental
regulation of the ownership, operation, maintenance and/or financing of those
properties. Providers of long-term nursing care and other medical services are
highly regulated by federal, state and local law. They are subject to numerous
factors which can increase the cost of operation, limit growth and, in extreme
cases, require or result in suspension or cessation of operations, including:

     o    federal and state licensing requirements;

     o    facility inspections;

     o    rate setting;

     o    reimbursement policies; and

     o    laws relating to the adequacy of medical care, distribution of
          pharmaceuticals, use of equipment, personnel operating policies and
          maintenance of and additions to facilities and services.

     Under applicable federal and state laws and regulations, Medicare and
Medicaid reimbursements generally may not be made to any person other than the
provider who actually furnished the related material goods and services.
Accordingly, in the event of foreclosure on a health care-related facility,
neither a lender nor other subsequent lessee or operator of the property would
generally be entitled to obtain from federal or state governments any
outstanding reimbursement payments relating to services furnished at the
property prior to foreclosure. Furthermore, in the event of foreclosure, there
can be no assurance that a lender or other purchaser in a foreclosure sale would
be entitled to the rights under any required licenses and regulatory approvals.
The lender or other purchaser may have to apply in its own right for those
licenses and approvals. There can be no assurance that a new license could be
obtained or that a new approval would be granted.

     Health care-related facilities are generally special purpose properties
that could not be readily converted to general residential, retail or office
use. This will adversely affect their liquidation value. Furthermore, transfers
of health care-related facilities are subject to regulatory approvals under
state, and in some cases federal, law not required for transfers of most other
types of commercial properties.

     Industrial Properties. Industrial properties may be adversely affected by
reduced demand for industrial space occasioned by a decline in a particular
industry segment and/or by a general slowdown in the economy. In addition, an
industrial property that suited the particular needs of its original tenant may
be difficult to relet to another tenant or may become functionally obsolete
relative to newer properties. Also, lease terms with respect to industrial
properties are generally for shorter periods of time and may result in a
substantial percentage of leases expiring in the same year at any particular
industrial property.

     The value and operation of an industrial property depends on:

     o    location of the property, the desirability of which in a particular
          instance may depend on--

          1.   availability of labor services,

          2.   proximity to supply sources and customers, and

          3.   accessibility to various modes of transportation and shipping,
               including railways, roadways, airline terminals and ports;

     o    building design of the property, the desirability of which in a
          particular instance may depend on--


                                      -41-



          1.   ceiling heights,

          2.   column spacing,

          3.   number and depth of loading bays,

          4.   divisibility,

          5.   floor loading capacities,

          6.   truck turning radius,

          7.   overall functionality, and

          8.   adaptability of the property, because industrial tenants often
               need space that is acceptable for highly specialized activities;
               and

     o    the quality and creditworthiness of individual tenants, because
          industrial properties frequently have higher tenant concentrations.

     Industrial properties are generally special purpose properties that could
not be readily converted to general residential, retail or office use. This will
adversely affect their liquidation value. In addition, properties used for many
industrial purposes are more prone to environmental concerns than other property
types.

     Warehouse, Mini-Warehouse and Self-Storage Facilities. Warehouse,
mini-warehouse and self-storage properties are considered vulnerable to
competition because both acquisition costs and break-even occupancy are
relatively low. Depending on their location, mini-warehouses and self-storage
facilities tend to be adversely affected more quickly by a general economic
downturn than other types of commercial properties. In addition, it would
require substantial capital expenditures to convert a warehouse, mini-warehouse
or self-storage property to an alternative use. This will materially impair the
liquidation value of the property if its operation for storage purposes becomes
unprofitable due to decreased demand, competition, age of improvements or other
factors.

     Successful operation of a warehouse, mini-warehouse or self-storage
property depends on--

     o    building design,

     o    location and visibility,

     o    tenant privacy,

     o    efficient access to the property,

     o    proximity to potential users, including apartment complexes or
          commercial users,

     o    services provided at the property, such as security,

     o    age and appearance of the improvements, and

     o    quality of management.

     In addition, it is difficult to assess the environmental risks posed by
warehouse, mini-warehouse and self-storage properties due to tenant privacy
restrictions, tenant anonymity and unsupervised access to these facilities.


                                      -42-



Therefore, these facilities may pose additional environmental risks to
investors. Environmental site assessments performed with respect to warehouse,
mini-warehouse and self-storage properties would not include an inspection of
the contents of the facilities. Therefore, it would not be possible to provide
assurance that any of the units included in these kinds of facilities are free
from hazardous substances or other pollutants or contaminants.

     Restaurants and Taverns. Factors affecting the economic viability of
individual restaurants, taverns and other establishments that are part of the
food and beverage service industry include:

     o    competition from facilities having businesses similar to a particular
          restaurant or tavern;

     o    perceptions by prospective customers of safety, convenience, services
          and attractiveness;

     o    the cost, quality and availability of food and beverage products;

     o    negative publicity, resulting from instances of food contamination,
          food-borne illness and similar events;

     o    changes in demographics, consumer habits and traffic patterns;

     o    the ability to provide or contract for capable management; and

     o    retroactive changes to building codes, similar ordinances and other
          legal requirements.

     Adverse economic conditions, whether local, regional or national, may limit
the amount that may be charged for food and beverages and the extent to which
potential customers dine out. Because of the nature of the business, restaurants
and taverns tend to respond to adverse economic conditions more quickly than do
many other types of commercial properties. Furthermore, the transferability of
any operating, liquor and other licenses to an entity acquiring a bar or
restaurant, either through purchase or foreclosure, is subject to local law
requirements.

     The food and beverage service industry is highly competitive. The principal
means of competition are--

     o    market segment,

     o    product,

     o    price,

     o    value,

     o    quality,

     o    service,

     o    convenience,

     o    location, and

     o    the nature and condition of the restaurant facility.


                                      -43-



     A restaurant or tavern operator competes with the operators of comparable
establishments in the area in which its restaurant or tavern is located. Other
restaurants could have--

     o    lower operating costs,

     o    more favorable locations,

     o    more effective marketing,

     o    more efficient operations, or

     o    better facilities.

     The location and condition of a particular restaurant or tavern will affect
the number of customers and, to an extent, the prices that may be charged. The
characteristics of an area or neighborhood in which a restaurant or tavern is
located may change over time or in relation to competing facilities. Also, the
cleanliness and maintenance at a restaurant or tavern will affect its appeal to
customers. In the case of a regionally- or nationally-known chain restaurant,
there may be costly expenditures for renovation, refurbishment or expansion,
regardless of its condition.

     Factors affecting the success of a regionally- or nationally-known chain
restaurant include:

     o    actions and omissions of any franchisor, including management
          practices that--

          1.   adversely affect the nature of the business, or

          2.   require renovation, refurbishment, expansion or other
               expenditures;

     o    the degree of support provided or arranged by the franchisor,
          including its franchisee organizations and third-party providers of
          products or services; and

     o    the bankruptcy or business discontinuation of the franchisor or any of
          its franchisee organizations or third-party providers.

     Chain restaurants may be operated under franchise agreements. Those
agreements typically do not contain provisions protective of lenders. A
borrower's rights as franchisee typically may be terminated without informing
the lender, and the borrower may be precluded from competing with the franchisor
upon termination. In addition, a lender that acquires title to a restaurant site
through foreclosure or similar proceedings may be restricted in the use of the
site or may be unable to succeed to the rights of the franchisee under the
related franchise agreement. The transferability of a franchise may be subject
to other restrictions. Also, federal and state franchise regulations may impose
additional risk, including the risk that the transfer of a franchise acquired
through foreclosure or similar proceedings may require registration with
governmental authorities or disclosure to prospective transferees.

     Manufactured Housing Communities, Mobile Home Parks and Recreational
Vehicle Parks. Manufactured housing communities and mobile home parks consist of
land that is divided into "spaces" or "home sites" that are primarily leased to
owners of the individual mobile homes or other housing units. The home owner
often invests in site-specific improvements such as carports, steps, fencing,
skirts around the base of the home, and landscaping. The land owner typically
provides private roads within the park, common facilities and, in many cases,
utilities. Due to relocation costs and, in some cases, demand for homesites, the
value of a mobile home or other housing unit in place in a manufactured housing
community or mobile home park is generally higher, and can be significantly
higher, than the value of the same unit not placed in a manufactured housing


                                      -44-



community or mobile home park. As a result, a well-operated manufactured housing
community or mobile home park that has achieved stabilized occupancy is
typically able to maintain occupancy at or near that level. For the same reason,
a lender that provided financing for the home of a tenant who defaulted in his
or her space rent generally has an incentive to keep rental payments current
until the home can be resold in place, rather than to allow the unit to be
removed from the park. In general, the individual mobile homes and other housing
units will not constitute collateral for a mortgage loan underlying a series of
offered certificates.

     Recreational vehicle parks lease spaces primarily or exclusively for motor
homes, travel trailers and portable truck campers, primarily designed for
recreational, camping or travel use. In general, parks that lease recreational
vehicle spaces can be viewed as having a less stable tenant population than
parks occupied predominantly by mobile homes. However, it is not unusual for the
owner of a recreational vehicle to leave the vehicle at the park on a year-round
basis or to use the vehicle as low cost housing and reside in the park
indefinitely.

     Factors affecting the successful operation of a manufactured housing
community, mobile home park or recreational vehicle park include:

     o    location of the manufactured housing property;

     o    the ability of management to provide adequate maintenance and
          insurance;

     o    the number of comparable competing properties in the local market;

     o    the age, appearance, condition and reputation of the property;

     o    the quality of management; and

     o    the types of facilities and services it provides.

     Manufactured housing communities and mobile home parks also compete against
alternative forms of residential housing, including--

     o    multifamily rental properties,

     o    cooperatively-owned apartment buildings,

     o    condominium complexes, and

     o    single-family residential developments.

     Recreational vehicle parks also compete against alternative forms of
recreation and short-term lodging, such as staying at a hotel at the beach.

     Manufactured housing communities, mobile home parks and recreational
vehicle parks are special purpose properties that could not be readily converted
to general residential, retail or office use. This will adversely affect the
liquidation value of the property if its operation as a manufactured housing
community, mobile home park or recreational vehicle park, as the case may be,
becomes unprofitable due to competition, age of the improvements or other
factors.

     Some states regulate the relationship of an owner of a manufactured housing
community or mobile home park and its tenants in a manner similar to the way
they regulate the relationship between a landlord and tenant at a multifamily
rental property. In addition, some states also regulate changes in the use of a
manufactured housing

                                      -45-



community or mobile home park and require that the owner give written notice to
its tenants a substantial period of time prior to the projected change.

     In addition to state regulation of the landlord-tenant relationship,
numerous counties and municipalities impose rent control or rent stabilization
on manufactured housing communities and mobile home parks. These ordinances may
limit rent increases to--

     o    fixed percentages,

     o    percentages of increases in the consumer price index,

     o    increases set or approved by a governmental agency, or

     o    increases determined through mediation or binding arbitration.

     In many cases, the rent control or rent stabilization laws either do not
permit vacancy decontrol or permit vacancy decontrol only in the relatively rare
event that the mobile home or manufactured housing unit is removed from the
homesite. Local authority to impose rent control or rent stabilization on
manufactured housing communities and mobile home parks is pre-empted by state
law in some states and rent control or rent stabilization is not imposed at the
state level in those states. In some states, however, local rent control and/or
rent stabilization ordinances are not pre-empted for tenants having short-term
or month-to-month leases, and properties there may be subject to various forms
of rent control or rent stabilization with respect to those tenants.

     Recreational and Resort Properties. Any mortgage loan underlying a series
of offered certificates may be secured by a golf course, marina, ski resort,
amusement park or other property used for recreational purposes or as a resort.
Factors affecting the economic performance of a property of this type include:

     o    the location and appearance of the property;

     o    the appeal of the recreational activities offered;

     o    the existence or construction of competing properties, whether are not
          they offer the same activities;

     o    the need to make capital expenditures to maintain, refurbish, improve
          and/or expand facilities in order to attract potential patrons;

     o    geographic location and dependence on tourism;

     o    changes in travel patterns caused by changes in energy prices,
          strikes, location of highways, construction of additional highways and
          similar factors;

     o    seasonality of the business, which may cause periodic fluctuations in
          operating revenues and expenses;

     o    sensitivity to weather and climate changes; and

     o    local, regional and national economic conditions.

     A marina or other recreational or resort property located next to water
will also be affected by various statutes and government regulations that govern
the use of, and construction on, rivers, lakes and other waterways.


                                      -46-



     Because of the nature of the business, recreational and resort properties
tend to respond to adverse economic conditions more quickly than do many other
types of commercial properties. In addition, some recreational and resort
properties may be adversely affected by prolonged unfavorable weather
conditions.

     Recreational and resort properties are generally special purpose properties
that are not readily convertible to alternative uses. This will adversely affect
their liquidation value.

     Arenas and Stadiums. The success of an arena or stadium generally depends
on its ability to attract patrons to a variety of events, including:

     o    sporting events;

     o    musical events;

     o    theatrical events;

     o    animal shows; and/or

     o    circuses.

     The ability to attract patrons is dependent on, among others, the following
factors:

     o    the appeal of the particular event;

     o    the cost of admission;

     o    perceptions by prospective patrons of the safety, convenience,
          services and attractiveness of the arena or stadium;

     o    perceptions by prospective patrons of the safety of the surrounding
          area; and

     o    the alternative forms of entertainment available in the particular
          locale.

     In some cases, an arena's or stadium's success will depend on its ability
to attract and keep a sporting team as a tenant. An arena or stadium may become
unprofitable, or unacceptable to a tenant of that type, due to decreased
attendance, competition and age of improvements. Often, substantial expenditures
must be made to modernize, refurbish and/or maintain existing facilities.

     Arenas and stadiums are special purpose properties which cannot be readily
convertible to alternative uses. This will adversely affect their liquidation
value.

     Churches and Other Religious Facilities. Churches and other religious
facilities generally depend on charitable donations to meet expenses and pay for
maintenance and capital expenditures. The extent of those donations is dependent
on the attendance at any particular religious facility and the extent to which
attendees are prepared to make donations, which is influenced by a variety of
social, political and economic factors. Donations may be adversely affected by
economic conditions, whether local, regional or national. Religious facilities
are special purpose properties that are not readily convertible to alternative
uses. This will adversely affect their liquidation value.

     Parking Lots and Garages. The primary source of income for parking lots and
garages is the rental fees charged for parking spaces. Factors affecting the
success of a parking lot or garage include:


                                      -47-



     o    the number of rentable parking spaces and rates charged;

     o    the location of the lot or garage and, in particular, its proximity to
          places where large numbers of people work, shop or live;

     o    the amount of alternative parking spaces in the area;

     o    the availability of mass transit; and

     o    the perceptions of the safety, convenience and services of the lot or
          garage.

     Unimproved Land. The value of unimproved land is largely a function of its
potential use. This may depend on--

     o    its location,

     o    its size,

     o    the surrounding neighborhood, and

     o    local zoning laws.

ANY ANALYSIS OF THE VALUE OR INCOME PRODUCING ABILITY OF A COMMERCIAL OR
MULTIFAMILY PROPERTY IS HIGHLY SUBJECTIVE AND SUBJECT TO ERROR

     Mortgage loans secured by liens on income-producing properties are
substantially different from mortgage loans made on the security of
owner-occupied single-family homes. The repayment of a loan secured by a lien on
an income-producing property is typically dependent upon--

     o    the successful operation of the property, and

     o    its ability to generate income sufficient to make payments on the
          loan.

This is particularly true because most or all of the mortgage loans underlying
the offered certificates will be nonrecourse loans.

     The debt service coverage ratio of a multifamily or commercial mortgage
loan is an important measure of the likelihood of default on the loan. In
general, the debt service coverage ratio of a multifamily or commercial mortgage
loan at any given time is the ratio of--

     o    the amount of income derived or expected to be derived from the
          related real property collateral for a given period that is available
          to pay debt service on the subject mortgage loan, to

     o    the scheduled payments of principal and/or interest during that given
          period on the subject mortgage loan and any other senior and/or pari
          passu loans that are secured by the related real property collateral.

The amount described in the first bullet point of the preceding sentence is
often a highly subjective number based on a variety of assumptions regarding,
and adjustments to, revenues and expenses with respect to the related real
property.


                                      -48-



     The cash flow generated by a multifamily or commercial property will
generally fluctuate over time and may or may not be sufficient to--

     o    make the loan payments on the related mortgage loan,

     o    cover operating expenses, and

     o    fund capital improvements at any given time.

     Operating revenues of a nonowner occupied, income-producing property may be
affected by the condition of the applicable real estate market and/or area
economy. Properties leased, occupied or used on a short-term basis, such as--

     o    some health care-related facilities,

     o    hotels and motels,

     o    recreational vehicle parks, and

     o    mini-warehouse and self-storage facilities,

tend to be affected more rapidly by changes in market or business conditions
than do properties typically leased for longer periods, such as--

     o    warehouses,

     o    retail stores,

     o    office buildings, and

     o    industrial facilities.

     Some commercial properties may be owner-occupied or leased to a small
number of tenants. Accordingly, the operating revenues may depend substantially
on the financial condition of the borrower or one or a few tenants. Mortgage
loans secured by liens on owner-occupied and single tenant properties may pose a
greater likelihood of default and loss than loans secured by liens on
multifamily properties or on multi-tenant commercial properties.

     Increases in property operating expenses can increase the likelihood of a
borrower default on a multifamily or commercial mortgage loan secured by the
property. Increases in property operating expenses may result from:

     o    increases in energy costs and labor costs;

     o    increases in interest rates and real estate tax rates; and

     o    changes in governmental rules, regulations and fiscal policies.

     Some net leases of commercial properties may provide that the lessee,
rather than the borrower/landlord, is responsible for payment of operating
expenses. However, a net lease will result in stable net operating income to the
borrower/landlord only if the lessee is able to pay the increased operating
expense while also continuing to make rent payments.


                                      -49-



     Lenders also look to the loan-to-value ratio of a mortgage loan as a factor
in evaluating the likelihood of loss if a property is liquidated following a
default. In general, the loan-to-value ratio of a multifamily or commercial
mortgage loan at any given time is the ratio, expressed as a percentage, of--

     o    the then outstanding principal balance of the mortgage loan and any
          other senior and/or pari passu loans that are secured by the related
          real property collateral, to

     o    the estimated value of the related real property based on an
          appraisal, a cash flow analysis, a recent sales price or another
          method or benchmark of valuation.

     A low loan-to-value ratio means the borrower has a large amount of its own
equity in the multifamily or commercial property that secures its loan. In these
circumstances--

     o    the borrower has a greater incentive to perform under the terms of the
          related mortgage loan in order to protect that equity, and

     o    the lender has greater protection against loss on liquidation
          following a borrower default.

     However, loan-to-value ratios are not necessarily an accurate measure of
the likelihood of liquidation loss in a pool of multifamily and commercial
mortgage loans. For example, the value of a multifamily or commercial property
as of the date of initial issuance of a series of offered certificates may be
less than the estimated value determined at loan origination. The value of any
real property, in particular a multifamily or commercial property, will likely
fluctuate from time to time. Moreover, even a current appraisal is not
necessarily a reliable estimate of value. Appraised values of income-producing
properties are generally based on--

     o    the market comparison method, which takes into account the recent
          resale value of comparable properties at the date of the appraisal;

     o    the cost replacement method, which takes into account the cost of
          replacing the property at the date of the appraisal;

     o    the income capitalization method, which takes into account the
          property's projected net cash flow; or

     o    a selection from the values derived from the foregoing methods.

     Each of these appraisal methods presents analytical difficulties. For
example--

     o    it is often difficult to find truly comparable properties that have
          recently been sold;

     o    the replacement cost of a property may have little to do with its
          current market value; and

     o    income capitalization is inherently based on inexact projections of
          income and expense and the selection of an appropriate capitalization
          rate and discount rate.

     If more than one appraisal method is used and significantly different
results are produced, an accurate determination of value and, correspondingly, a
reliable analysis of the likelihood of default and loss, is even more difficult.

     The value of a multifamily or commercial property will be affected by
property performance. As a result, if a multifamily or commercial mortgage loan
defaults because the income generated by the related property is

                                      -50-


insufficient to pay operating costs and expenses as well as debt service, then
the value of the property will decline and a liquidation loss may occur.

BORROWER CONCENTRATION WITHIN A TRUST EXPOSES INVESTORS TO GREATER RISK OF
DEFAULT AND LOSS

     A particular borrower or group of related borrowers may be associated with
multiple real properties securing the mortgage loans underlying a series of
offered certificates. The bankruptcy or insolvency of, or other financial
problems with respect to, that borrower or group of borrowers could have an
adverse effect on--

     o    the operation of all of the related real properties, and

     o    the ability of those properties to produce sufficient cash flow to
          make required payments on the related mortgage loans.

For example, if a borrower or group of related borrowers that owns or controls
several real properties experiences financial difficulty at one of those
properties, it could defer maintenance at another of those properties in order
to satisfy current expenses with respect to the first property. That borrower or
group of related borrowers could also attempt to avert foreclosure by filing a
bankruptcy petition that might have the effect of interrupting debt service
payments on all the related mortgage loans for an indefinite period. In
addition, multiple real properties owned by the same borrower or related
borrowers are likely to have common management. This would increase the risk
that financial or other difficulties experienced by the property manager could
have a greater impact on the owner of the related loans.

LOAN CONCENTRATION WITHIN A TRUST EXPOSES INVESTORS TO GREATER RISK OF DEFAULT
AND LOSS

     Any of the mortgage assets in one of our trusts may be substantially larger
than the other assets in that trust. In general, the inclusion in a trust of one
or more mortgage assets that have outstanding principal balances that are
substantially larger than the other mortgage assets in the trust can result in
losses that are more severe, relative to the size of the related mortgage asset
pool, than would be the case if the total principal balance of that pool were
distributed more evenly.

GEOGRAPHIC CONCENTRATION WITHIN A TRUST EXPOSES INVESTORS TO GREATER RISK OF
DEFAULT AND LOSS

     If a material concentration of mortgage loans underlying a series of
offered certificates is secured by real properties in a particular locale, state
or region, then the holders of those certificates will have a greater exposure
to:

     o    any adverse economic developments that occur in the locale, state or
          region where the properties are located;

     o    changes in the real estate market where the properties are located;

     o    changes in governmental rules and fiscal policies in the governmental
          jurisdiction where the properties are located; and

     o    acts of nature, including floods, tornadoes and earthquakes, in the
          areas where properties are located.


                                      -51-



CHANGES IN POOL COMPOSITION WILL CHANGE THE NATURE OF YOUR INVESTMENT

     The mortgage loans underlying any series of offered certificates will
amortize at different rates and mature on different dates. In addition, some of
those mortgage loans may be prepaid or liquidated. As a result, the relative
composition of the related mortgage asset pool will change over time.

     If you purchase offered certificates with a pass-through rate that is equal
to or calculated based upon a weighted average of interest rates on the
underlying mortgage loans, your pass-through rate will be affected, and may
decline, as the relative composition of the mortgage pool changes.

     In addition, as payments and other collections of principal are received
with respect to the underlying mortgage loans, the remaining mortgage pool
backing your offered certificates may exhibit an increased concentration with
respect to property type, number and affiliation of borrowers and geographic
location.

ADJUSTABLE RATE MORTGAGE LOANS MAY ENTAIL GREATER RISKS OF DEFAULT TO LENDERS
THAN FIXED RATE MORTGAGE LOANS

     Some or all of the mortgage loans underlying a series of offered
certificates may provide for adjustments to their respective mortgage interest
rates and corresponding adjustments to their respective periodic debt service
payments. As the periodic debt service payment for any of those mortgage loans
increases, the likelihood that cash flow from the underlying real property will
be insufficient to make that periodic debt service payment and pay operating
expenses also increases.

ADDITIONAL SECURED DEBT INCREASES THE LIKELIHOOD THAT A BORROWER WILL DEFAULT ON
A MORTGAGE LOAN UNDERLYING YOUR OFFERED CERTIFICATES

     Some or all of the mortgage loans included in one of our trusts may permit
the related borrower to encumber the related real property with additional
secured debt.

     Even if a mortgage loan prohibits further encumbrance of the related real
property, a violation of this prohibition may not become evident until the
affected mortgage loan otherwise defaults. Accordingly, a lender, such as one of
our trusts, may not realistically be able to prevent a borrower from incurring
subordinate debt.

     The existence of any additional secured indebtedness increases the
difficulty of refinancing a mortgage loan at the loan's maturity. In addition,
the related borrower may have difficulty repaying multiple loans. Moreover, the
filing of a petition in bankruptcy by, or on behalf of, a junior lienholder may
stay the senior lienholder from taking action to foreclose out the junior lien.
See "LEGAL ASPECTS OF MORTGAGE LOANS--Subordinate Financing."

WITH RESPECT TO CERTAIN MORTGAGE LOANS INCLUDED IN OUR TRUSTS, THE MORTGAGED
PROPERTY OR PROPERTIES THAT SECURE THE SUBJECT MORTGAGE LOAN IN THE TRUST ALSO
SECURE ONE (1) OR MORE RELATED MORTGAGE LOANS THAT ARE NOT IN THE TRUST; THE
INTERESTS OF THE HOLDERS OF THOSE NON-TRUST MORTGAGE LOANS MAY CONFLICT WITH
YOUR INTERESTS

     Certain mortgage loans included in our trusts are each part of a loan
combination or split loan structure that includes one or more additional
mortgage loans (not included in the trust) that are secured by the same mortgage
instrument(s) encumbering the same mortgaged property or properties, as
applicable, as is the subject mortgage loan. See "THE TRUST FUND--Mortgage
Loans--Loan Combinations." Pursuant to one or more co-lender or similar
agreements, a holder of a particular non-trust mortgage loan in a subject loan
combination, or a group of holders of non-trust mortgage loans in a subject loan
combination (acting together), may be granted various rights and powers that
affect the mortgage loan in that loan combination that is in one of our trusts,
including (a) cure rights with respect to the mortgage loan in our trust, (b) a
purchase option with respect to the mortgage loan in our trust, (c) the right to
advise, direct and/or consult with the applicable servicer regarding


                                      -52-



various servicing matters, including certain modifications, affecting that loan
combination, and/or (d) the right to replace the applicable special servicer
(without cause) with respect to the mortgage loan in our trust. In some cases,
those rights and powers may be assignable or may be exercised through a
representative or designee. In connection with exercising any of the foregoing
rights afforded to it, the holder of any non-trust mortgage loan in a loan
combination that includes a mortgage loan in one of our trusts --or, if
applicable, any representative, designee or assignee of that holder with respect
to the particular right -- will likely not be an interested party with respect
to the related series of certificates, will have no obligation to consider the
interests of, or the impact of exercising such rights on, the related series of
certificates and may have interests that conflict with your interests. If any
such non-trust mortgage loan is included in a securitization, then the
representative, designee or assignee exercising any of the rights of the holder
of that non-trust mortgage loan may be a securityholder, an operating advisor, a
controlling class representative or other comparable party or a servicer from
that other unrelated securitization. You should expect that the holder or
beneficial owner of a non-trust mortgage loan will exercise its rights and
powers to protect its own economic interests, and will not be liable to the
related series of certificateholders for so doing.

     In addition, certain of mortgage loans included in our trusts that are part
of a loan combination will be serviced and administered pursuant to the
servicing agreement for the securitization of a non-trust mortgage loan that is
part of the same loan combination. Consequently, the certificateholders of the
related series of certificates will have limited ability to control the
servicing of those mortgage loans and the parties with control over the
servicing of those mortgage loans may have interests that conflict with your
interests. See "DESCRIPTION OF THE GOVERNING DOCUMENTS--Servicing Mortgage Loans
That Are Part of a Loan Combination."

THE BORROWER'S FORM OF ENTITY MAY CAUSE SPECIAL RISKS AND/OR HINDER RECOVERY

     Some of the mortgage loans underlying a series of offered certificates may
have borrowers that are individuals or, alternatively, are entities that either
have not been structured to diminish the likelihood of their becoming bankrupt
or do not satisfy all the characteristics of special purpose entities. Further,
some of the borrowing entities may have been in existence and conducting
business prior to the origination of the related underlying mortgage loans, may
own other property that is not part of the collateral for the related underlying
mortgage loans and, further, may not have always satisfied all the
characteristics of special purpose entities even if they currently do so. The
related mortgage documents and/or organizational documents of those borrowers
may not contain the representations, warranties and covenants customarily made
by a borrower that is a special purpose entity, such as limitations on
indebtedness and affiliate transactions and restrictions on the borrower's
ability to dissolve, liquidate, consolidate, merge, sell all or any material
portion of its assets or amend its organizational documents. These provisions
are designed to mitigate the possibility that the borrower's financial condition
would be adversely impacted by factors unrelated to the related mortgaged real
property and the related mortgage loan.

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

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

     o    individuals that have personal liabilities unrelated to the property.

     In addition, if an underlying mortgage loan is secured by a mortgage on
both the related borrower's leasehold interest in the related mortgaged real
property and the underlying fee interest in such property, the related borrower
may be a special purpose entity, but the owner and pledgor of the related fee
interest may not be a special purpose entity.

     However, any borrower, even an entity structured to be bankruptcy-remote,
as an owner of real estate will be subject to certain potential liabilities and
risks. We cannot assure you that any borrower will not file for

                                      -53-



bankruptcy protection or that creditors of a borrower or a corporate or
individual general partner or managing member of a borrower will not initiate a
bankruptcy or similar proceeding against such borrower or corporate or
individual general partner or managing member.

     With respect to those borrowers that are structured as special purposes
entities, although the terms of the borrower's organizational documents and/or
related loan documents require that the related borrower covenants to be a
special purpose entity, in some cases those borrowers are not required to
observe all covenants and conditions that typically are required in order for
such an entity to be viewed under the standard rating agency criteria as a
special purpose entity.

     Furthermore, with respect to any related borrowers, creditors of a common
parent in bankruptcy may seek to consolidate the assets of such borrowers with
those of the parent. Consolidation of the assets of such borrowers would likely
have an adverse effect on the funds available to make distributions on your
offered certificates, and may lead to a downgrade, withdrawal or qualification
of the ratings of your offered certificates. See "--Borrower Bankruptcy
Proceedings Can Delay and Impair Recovery on a Mortgage Loan Underlying Your
Offered Certificates" below and "LEGAL ASPECTS OF MORTGAGE LOANS--Bankruptcy
Laws."

     The mortgage loans underlying a series of offered certificates may have
borrowers that own the related mortgaged real properties as tenants-in-common or
may permit the related borrowers to convert into a tenant-in-common structure in
the future. Generally, in tenant-in-common ownership structures, each
tenant-in-common owns an undivided share in the subject real property. If a
tenant-in-common desires to sell its interest in the subject real property and
is unable to find a buyer or otherwise desires to force a partition, the
tenant-in-common has the ability to request that a court order a sale of the
subject real property and distribute the proceeds to each tenant-in-common owner
proportionally. To reduce the likelihood of a partition action, a
tenant-in-common borrower may be required to waive its partition right. However,
there can be no assurance that, if challenged, this waiver would be enforceable
or that it would be enforced in a bankruptcy proceeding.

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

     The bankruptcy, dissolution or action for partition by one or more of the
tenants-in-common could result in an early repayment of the related mortgage
loan, a significant delay in recovery against the tenant-in-common borrowers, a
material impairment in property management and a substantial decrease in the
amount recoverable upon the related mortgage loan. Not all tenants-in-common for
these mortgage loans may be special purpose entities and some of those
tenants-in-common may be individuals.

BORROWER BANKRUPTCY PROCEEDINGS CAN DELAY AND IMPAIR RECOVERY ON A MORTGAGE LOAN
UNDERLYING YOUR OFFERED CERTIFICATES

     Under the U.S. Bankruptcy Code, the filing of a petition in bankruptcy by
or against a borrower will stay the sale of a real property owned by that
borrower, as well as the commencement or continuation of a foreclosure action.

     In addition, if a court determines that the value of a real property is
less than the principal balance of the mortgage loan it secures, the court may
reduce the amount of secured indebtedness to the then-value of the property.
This would make the lender a general unsecured creditor for the difference
between the then-value of the property and the amount of its outstanding
mortgage indebtedness.


                                      -54-



     A bankruptcy court also may:

     o    grant a debtor a reasonable time to cure a payment default on a
          mortgage loan;

     o    reduce monthly payments due under a mortgage loan;

     o    change the rate of interest due on a mortgage loan; or

     o    otherwise alter a mortgage loan's repayment schedule.

     Furthermore, the borrower, as debtor-in-possession, or its bankruptcy
trustee has special powers to avoid, subordinate or disallow debts. In some
circumstances, the claims of a secured lender, such as one of our trusts, may be
subordinated to financing obtained by a debtor-in-possession subsequent to its
bankruptcy.

     Under the U.S. Bankruptcy Code, a lender will be stayed from enforcing a
borrower's assignment of rents and leases. The U.S. Bankruptcy Code also may
interfere with a lender's ability to enforce lockbox requirements. The legal
proceedings necessary to resolve these issues can be time consuming and may
significantly delay the receipt of rents. Rents also may escape an assignment to
the extent they are used by borrower to maintain its property or for other court
authorized expenses.

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

ENVIRONMENTAL LIABILITIES WILL ADVERSELY AFFECT THE VALUE AND OPERATION OF THE
CONTAMINATED PROPERTY AND MAY DETER A LENDER FROM FORECLOSING

     There can be no assurance--

     o    as to the degree of environmental testing conducted at any of the real
          properties securing the mortgage loans that back your offered
          certificates;

     o    that the environmental testing conducted by or on behalf of the
          applicable originators or any other parties in connection with the
          origination of those mortgage loans or otherwise identified all
          adverse environmental conditions and risks at the related real
          properties;

     o    that the results of the environmental testing were accurately
          evaluated in all cases;

     o    that the related borrowers have implemented or will implement all
          operations and maintenance plans and other remedial actions
          recommended by any environmental consultant that may have conducted
          testing at the related real properties; or

     o    that the recommended action will fully remediate or otherwise address
          all the identified adverse environmental conditions and risks.

     Environmental site assessments vary considerably in their content, quality
and cost. Even when adhering to good professional practices, environmental
consultants will sometimes not detect significant environmental problems because
to do an exhaustive environmental assessment would be far too costly and
time-consuming to be practical.


                                      -55-



     In addition, the current environmental condition of a real property
securing a mortgage loan underlying your offered certificates could be adversely
affected by--

     o    tenants at the property, such as gasoline stations or dry cleaners, or

     o    conditions or operations in the vicinity of the property, such as
          leaking underground storage tanks at another property nearby.

     Various environmental laws may make a current or previous owner or operator
of real property liable for the costs of removal or remediation of hazardous or
toxic substances on, under or adjacent to the property. Those laws often impose
liability whether or not the owner or operator knew of, or was responsible for,
the presence of the hazardous or toxic substances. For example, there are laws
that impose liability for release of asbestos containing materials into the air
or require the removal or containment of the materials. The owner's liability
for any required remediation generally is unlimited and could exceed the value
of the property and/or the total assets of the owner. In addition, the presence
of hazardous or toxic substances, or the failure to remediate the adverse
environmental condition, may adversely affect the owner's or operator's ability
to use the affected property. In some states, contamination of a property may
give rise to a lien on the property to ensure the costs of cleanup. Depending on
the state, this lien may have priority over the lien of an existing mortgage,
deed of trust or other security instrument. In addition, third parties may seek
recovery from owners or operators of real property for personal injury
associated with exposure to hazardous substances, including asbestos and
lead-based paint. Persons who arrange for the disposal or treatment of hazardous
or toxic substances may be liable for the costs of removal or remediation of the
substances at the disposal or treatment facility.

     The federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, as well as other federal and state laws,
provide that a secured lender, such as one of our trusts, may be liable as an
"owner" or "operator" of the real property, regardless of whether the borrower
or a previous owner caused the environmental damage, if--

     o    agents or employees of the lender are deemed to have participated in
          the management of the borrower, or

     o    the lender actually takes possession of a borrower's property or
          control of its day-to-day operations, including through the
          appointment of a receiver or foreclosure.

     Although recently enacted legislation clarifies the activities in which a
lender may engage without becoming subject to liability under the federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, and similar federal laws, that legislation has no applicability to
state environmental laws. Moreover, future laws, ordinances or regulations could
impose material environmental liability.

     Federal law requires owners of residential housing constructed prior to
1978--

     o    to disclose to potential residents or purchasers information in their
          possession regarding the presence of known lead-based paint or
          lead-based paint-related hazards in such housing, and

     o    to deliver to potential residents or purchasers a United States
          Environmental Protection Agency approved information pamphlet
          describing the potential hazards to pregnant women and young children,
          including that the ingestion of lead-based paint chips and/or the
          inhalation of dust particles from lead-based paint by children can
          cause permanent injury, even at low levels of exposure.


                                      -56-



     Property owners may be liable for injuries to their tenants resulting from
exposure under various laws that impose affirmative obligations on property
owners of residential housing containing lead-based paint.

SOME PROVISIONS IN THE MORTGAGE LOANS UNDERLYING YOUR OFFERED CERTIFICATES MAY
BE CHALLENGED AS BEING UNENFORCEABLE

     Cross-Collateralization Arrangements. It may be possible to challenge
cross-collateralization arrangements involving more than one borrower as a
fraudulent conveyance, even if the borrowers are related. If one of those
borrowers were to become a debtor in a bankruptcy case, creditors of the
bankrupt party or the representative of the bankruptcy estate of the bankrupt
party could seek to have the bankruptcy court avoid any lien granted by the
bankrupt party to secure repayment of another borrower's loan. In order to do
so, the court would have to determine that--

     o    the bankrupt party--

          1.   was insolvent at the time of granting the lien,

          2.   was rendered insolvent by the granting of the lien,

          3.   was left with inadequate capital, or

          4.   was not able to pay its debts as they matured; and

     o    the bankrupt party did not, when it allowed its property to be
          encumbered by a lien securing the other borrower's loan, receive fair
          consideration or reasonably equivalent value for pledging its property
          for the equal benefit of the other borrower.

If the court were to conclude that the granting of the lien was an avoidable
fraudulent conveyance, it could nullify the lien or security instrument
effecting the cross-collateralization. The court could also allow the bankrupt
party to recover payments it made under the avoided cross-collateralization.

     Prepayment Premiums, Fees and Charges. Under the laws of a number of
states, the enforceability of any mortgage loan provisions that require payment
of a prepayment premium, fee or charge upon an involuntary prepayment, is
unclear. If those provisions were unenforceable, borrowers would have an
incentive to default in order to prepay their loans.

     Due-on-Sale and Debt Acceleration Clauses. Some or all of the mortgage
loans included in one of our trusts may contain a due-on-sale clause, which
permits the lender, with some exceptions, to accelerate the maturity of the
mortgage loan upon the sale, transfer or conveyance of--

     o    the related real property, or

     o    a majority ownership interest in the related borrower.

     We anticipate that all of the mortgage loans included in one of our trusts
will contain some form of debt-acceleration clause, which permits the lender to
accelerate the debt upon specified monetary or non-monetary defaults by the
related borrower.


                                      -57-



     The courts of all states will enforce acceleration clauses in the event of
a material payment default. The equity courts of any state, however, may refuse
to allow the foreclosure of a mortgage, deed of trust or other security
instrument or to permit the acceleration of the indebtedness if:

     o    the default is deemed to be immaterial,

     o    the exercise of those remedies would be inequitable or unjust, or

     o    the circumstances would render the acceleration unconscionable.

     Assignments of Leases. Some or all of the mortgage loans included in one of
our trusts may be secured by, among other things, an assignment of leases and
rents. Under that document, the related borrower will assign its right, title
and interest as landlord under the leases on the related real property and the
income derived from those leases to the lender as further security for the
related mortgage loan, while retaining a license to collect rents for so long as
there is no default. In the event the borrower defaults, the license terminates
and the lender is entitled to collect rents. In some cases, those assignments
may not be perfected as security interests prior to actual possession of the
cash flow. Accordingly, state law may require that the lender take possession of
the property and obtain a judicial appointment of a receiver before becoming
entitled to collect the rents. In addition, the commencement of bankruptcy or
similar proceedings by or with respect to the borrower will adversely affect the
lender's ability to collect the rents. See "LEGAL ASPECTS OF MORTGAGE
LOANS--Bankruptcy Laws."

     Defeasance. A mortgage loan underlying a series of offered certificates may
permit the related borrower, during the periods specified and subject to the
conditions set forth in the loan, to pledge to the holder of the mortgage loan a
specified amount of U.S. Treasury obligations or other government securities and
thereby obtain a release of the related mortgaged property. The cash amount
which a borrower must expend to purchase, or must deliver to a master servicer
in order for the master servicer to purchase, the required United States
government securities may be in excess of the principal balance of the mortgage
loan. A court could interpret that excess amount as a form of prepayment premium
or could take it into account for usury purposes. In some states, some forms of
prepayment premiums are unenforceable. If the payment of that excess amount were
held to be unenforceable, the remaining portion of the cash amount to be
delivered may be insufficient to purchase the requisite amount of United States
government securities.

CERTAIN ASPECTS OF SUBORDINATION AGREEMENTS, INCLUDING CO-LENDER AGREEMENTS
EXECUTED IN CONNECTION WITH MORTGAGE LOANS UNDERLYING YOUR OFFERED CERTIFICATES
THAT ARE PART OF A SPLIT LOAN STRUCTURE, MAY BE UNENFORCEABLE

     Pursuant to co-lender, intercreditor and similar agreements for certain of
the mortgage loans included in one of our trusts, which mortgage loans are, in
each case, intended to be senior to one or more other mortgage loans--not
included in the related trust--that encumber the related mortgaged property, the
subordinate lenders may have agreed that they will not take any direct actions
with respect to the related subordinated debt, including any actions relating to
the bankruptcy of the related borrower, and that the holder of the related
mortgage loan that is included in our trust--directly or through an applicable
servicer--will have all rights to direct all such actions. There can be no
assurance that in the event of the borrower's bankruptcy, a court will enforce
such restrictions against a subordinated lender. While subordination agreements
are generally enforceable in bankruptcy, in its decision in In re 203 North
LaSalle Street Partnership, 246 B.R. 325 (Bankr. N.D. Ill. March 10, 2000), the
United States Bankruptcy Court for the Northern District of Illinois refused to
enforce a provision of a subordination agreement that allowed a first mortgagee
to vote a second mortgagee's claim with respect to a Chapter 11 reorganization
plan on the grounds that pre-bankruptcy contracts cannot override rights
expressly provided by the Bankruptcy Code. This holding, which one court has
already followed, potentially limits the ability of a senior lender to accept or
reject a reorganization plan or to control the enforcement of remedies against a
common borrower over a subordinated lender's objections. In the event the
foregoing holding is followed with respect to a co-lender relationship related
to one of the mortgage loans underlying your offered certificates, the


                                      -58-



trustee's recovery with respect to the related borrower in a bankruptcy
proceeding may be significantly delayed, and the aggregate amount ultimately
collected may be substantially less than the amount owed.

WORLD EVENTS AND NATURAL DISASTERS COULD HAVE AN ADVERSE IMPACT ON THE REAL
PROPERTIES SECURING THE MORTGAGE LOANS UNDERLYING YOUR OFFERED CERTIFICATES AND
CONSEQUENTLY COULD REDUCE THE CASH FLOW AVAILABLE TO MAKE PAYMENTS ON THE
OFFERED CERTIFICATES

     The economic impact of the United States' military operations in Iraq and
other parts of the world, as well as the possibility of any terrorist attacks
domestically or abroad, is uncertain, but could have a material effect on
general economic conditions, consumer confidence, and market liquidity. We can
give no assurance as to the effect of these events on consumer confidence and
the performance of the loans held by trust fund. Any adverse impact resulting
from these events would be borne by the holders of one or more classes of the
securities. In addition, natural disasters, including earthquakes, floods and
hurricanes, also may adversely affect the real properties securing the mortgage
loans that back your offered certificates. For example, real properties located
in California may be more susceptible to certain hazards (such as earthquakes or
widespread fires) than properties in other parts of the country and mortgaged
real properties located in coastal states generally may be more susceptible to
hurricanes than properties in other parts of the country. Hurricanes and related
windstorms, floods and tornadoes have caused extensive and catastrophic physical
damage in and to coastal and inland areas located in the Gulf Coast region of
the United States and certain other parts of the southeastern United States. The
underlying mortgage loans do not all require the maintenance of flood insurance
for the related real properties. We cannot assure you that any damage caused by
hurricanes, windstorms, floods or tornadoes would be covered by insurance.

JURISDICTIONS WITH ONE ACTION OR SECURITY FIRST RULES AND/OR ANTI-DEFICIENCY
LEGISLATION MAY LIMIT THE ABILITY OF THE SPECIAL SERVICER TO FORECLOSE ON A REAL
PROPERTY OR TO REALIZE ON OBLIGATIONS SECURED BY A REAL PROPERTY

     Several states, including California, have laws that prohibit more than one
"judicial action" to enforce a mortgage obligation, requiring the lender to
exhaust the real property security for such obligation first and/or limiting the
ability of the lender to recover a deficiency judgment from the obligor
following the lender's realization upon the collateral. This could be
particularly problematic for cross-collateralized, cross-defaulted or
multi-property mortgage loans secured by real properties located in multiple
states where only some of those states have such rules. A lender who proceeds in
violation of these rules may run the risk of forfeiting collateral and/or
forfeiting the right to enforce the underlying obligation. In some
jurisdictions, the benefits of such laws may also be available to a guarantor of
the underlying obligation, thereby limiting the ability of the lender to recover
against a guarantor without first proceeding against the collateral and without
a judicial foreclosure. Accordingly, where real properties are located in
jurisdictions in which "one action," "security first" and/or "anti-deficiency"
rules may be applicable, the special servicer should seek to obtain advice of
counsel prior to enforcing any of the trust's rights under any of the related
mortgage loans and/or guarantees of those mortgage loans. As a result, the
special servicer may incur additional - and perhaps significant additional -
delay and expense in foreclosing on the underlying real properties located in
states affected by "one action," "security first" or "anti-deficiency" rules.
See "LEGAL ASPECTS OF MORTGAGE LOANS--Foreclosure--One Action and Security First
Rules" and "--Foreclosure--Anti-Deficiency Legislation."

LACK OF INSURANCE COVERAGE EXPOSES A TRUST TO RISK FOR PARTICULAR SPECIAL HAZARD
LOSSES

     In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of a property by fire,
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil
commotion, subject to the conditions and exclusions specified in the related
policy. Most insurance policies typically do not cover any physical damage
resulting from, among other things:


                                      -59-




     o    war,

     o    riot, strike and civil commotion,

     o    terrorism,

     o    nuclear, biological or chemical materials,

     o    revolution,

     o    governmental actions,

     o    floods and other water-related causes,

     o    earth movement, including earthquakes, landslides and mudflows,

     o    wet or dry rot,

     o    mold,

     o    vermin, and

     o    domestic animals.

     Unless the related mortgage loan documents specifically require the
borrower to insure against physical damage arising from these causes, then the
resulting losses may be borne by you as a holder of offered certificates.

     Not all of the mortgaged real properties that secure mortgage loans
included in one of our trusts will be insured against acts of terrorism. Some of
those mortgage loans may not require terrorism insurance coverage. In other
cases, because of heightened concern over future terrorist activities in the
United States, it may be difficult for borrowers to obtain or renew terrorism
insurance coverage at commercially reasonable rates.

     There is also a possibility of casualty losses on a real property for which
insurance proceeds, together with land value, may not be adequate to pay the
mortgage loan in full or rebuild the improvements. Consequently, there can be no
assurance that each casualty loss incurred with respect to a real property
securing one of the mortgage loans included in one of our trusts will be fully
covered by insurance or that the mortgage loan will be fully repaid in the event
of a casualty.

     Furthermore, various forms of insurance maintained with respect to any of
the real properties for the mortgage loans included in one of our trusts,
including casualty insurance, environmental insurance and earthquake insurance,
may be provided under a blanket insurance policy. That blanket insurance policy
will also cover other real properties, some of which may not secure loans in
that trust. As a result of total limits under any of those blanket policies,
losses at other properties covered by the blanket insurance policy may reduce
the amount of insurance coverage with respect to a property securing one of the
loans in our trust.


                                      -60-



LENDING ON CONDOMINIUM UNITS CREATES RISKS FOR LENDERS THAT ARE NOT PRESENT WHEN
LENDING ON NON-CONDOMINIUMS

     Some mortgage loans underlying the offered certificates will be secured
by--

     o    the related borrower's interest in a commercial condominium unit or
          multiple units in a residential condominium project, and

     o    the related voting rights in the owners' association for the subject
          building, development or project.

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

     Further, in the case of condominiums, a board of managers generally has
discretion to make decisions affecting the condominium building and there is no
assurance that the borrower under a mortgage loan secured by one or more
interests in that condominium will have any control over decisions made by the
related board of managers. Thus, decisions made by that board of managers,
including regarding assessments to be paid by the unit owners, insurance to be
maintained on the condominium building, restoration following a casualty and
many other decisions affecting the maintenance of that building, may not be
consistent with the mortgage loan documents and may have an adverse impact on
the mortgage loans that are secured by real properties consisting of such
condominium interests.

     There can be no assurance that the related board of managers will act in
the best interests of the borrower under those mortgage loans. Further, because
of the nature of condominiums, a default on the part of the borrower with
respect to such real properties will not allow the special servicer the same
flexibility in realizing on the collateral as is generally available with
respect to commercial properties that are not condominiums. The rights of other
unit owners, the documents governing the management of the condominium units and
the state and local laws applicable to condominium units must be considered. In
addition, in the event of a casualty with respect to the subject real property,
because of the possible existence of multiple loss payees on any insurance
policy covering the property, there could be a delay in the restoration of the
property and/or the allocation of related insurance proceeds, if any.
Consequently, if any of the mortgage loans underlying the offered certificates
are secured by the related borrower's interest in a condominium, servicing and
realizing upon such mortgage loan could subject the holders of such offered
certificates to a greater delay, expense and risk than with respect to a
mortgage loan secured by a commercial property that is not a condominium.

LENDING ON GROUND LEASES CREATES RISKS FOR LENDERS THAT ARE NOT PRESENT WHEN
LENDING ON AN ACTUAL OWNERSHIP INTEREST IN A REAL PROPERTY

     In order to secure a mortgage loan, a borrower may grant a lien on its
leasehold interest in a real property as tenant under a ground lease. If the
ground lease does not provide for notice to a lender of a default under the
ground lease on the part of the borrower, together with a reasonable opportunity
for the lender to cure the default, the lender may be unable to prevent
termination of the lease and may lose its collateral.

     In addition, upon the bankruptcy of a landlord or a tenant under a ground
lease, the debtor entity has the right to assume or reject the ground lease. If
a debtor landlord rejects the lease, the tenant has the right to remain

                                      -61-



in possession of its leased premises at the rent reserved in the lease for the
term, including renewals. If a debtor tenant rejects any or all of its leases,
the tenant's lender may not be able to succeed to the tenant's position under
the lease unless the landlord has specifically granted the lender that right. If
both the landlord and the tenant are involved in bankruptcy proceedings, the
trustee for your offered certificates may be unable to enforce the bankrupt
tenant's obligation to refuse to treat as terminated a ground lease rejected by
a bankrupt landlord. In those circumstances, it is possible that the trustee
could be deprived of its security interest in the leasehold estate,
notwithstanding lender protection provisions contained in the lease or mortgage
loan documents.

     Further, in a recent decision by the United States Court of Appeals for the
Seventh Circuit (Precision Indus. v. Qualitech Steel SBQ, LLC, 2003 U.S. App.
LEXIS 7612 (7th Cir. Apr. 23, 2003)), the court ruled that where a statutory
sale of the leased property occurs under Section 363(f) of the U.S. Bankruptcy
Code upon the bankruptcy of a landlord, the sale terminates a lessee's
possessory interest in the property, and the purchaser assumes title free and
clear of any interest, including any leasehold estates. Pursuant to Section
363(e) of the U.S. Bankruptcy Code, a lessee may request the bankruptcy court to
prohibit or condition the statutory sale of the property so as to provide
adequate protection of the leasehold interest; however, the court ruled that
this provision does not ensure continued possession of the property, but rather
entitles the lessee to compensation for the value of its leasehold interest,
typically from the sale proceeds. As a result, there can be no assurance that,
in the event of a statutory sale of leased property pursuant to Section 363(f)
of the Bankruptcy Code, the lessee may be able to maintain possession of the
property under the ground lease. In addition, there can be no assurance that the
lessee and/or the lender (to the extent it can obtain standing to intervene)
will be able to recuperate the full value of the leasehold interest in
bankruptcy court.

CHANGES IN ZONING LAWS MAY ADVERSELY AFFECT THE USE OR VALUE OF A REAL PROPERTY

     Due to changes in zoning requirements since construction, an
income-producing property may not comply with current zoning laws, including
density, use, parking and set back requirements. Accordingly, the property may
be a permitted non-conforming structure or the operation of the property may be
a permitted non-conforming use. This means that the owner is not required to
alter the property's structure or use to comply with the new law, but the owner
may be limited in its ability to rebuild the premises "as is" in the event of a
substantial casualty loss. This may adversely affect the cash flow available
following the casualty. If a substantial casualty were to occur, insurance
proceeds may not be sufficient to pay a mortgage loan secured by the property in
full. In addition, if the property were repaired or restored in conformity with
the current law, its value or revenue-producing potential may be less than that
which existed before the casualty.

COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT OF 1990 MAY BE EXPENSIVE

     Under the Americans with Disabilities Act of 1990, all public
accommodations are required to meet federal requirements related to access and
use by disabled persons. If a property does not currently comply with that Act,
the property owner may be required to incur significant costs in order to effect
that compliance. This will reduce the amount of cash flow available to cover
other required maintenance and capital improvements and to pay debt service on
the mortgage loan(s) that may encumber that property. There can be no assurance
that the owner will have sufficient funds to cover the costs necessary to comply
with that Act. In addition, noncompliance could result in the imposition of
fines by the federal government or an award or damages to private litigants.

LITIGATION AND OTHER LEGAL PROCEEDINGS MAY ADVERSELY AFFECT A BORROWER'S ABILITY
TO REPAY ITS MORTGAGE LOAN

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


                                      -62-



     The owner of a multifamily or commercial property may be a defendant in a
litigation arising out of, among other things, the following:

     o    breach of contract involving a tenant, a supplier or other party;

     o    negligence resulting in a personal injury, or

     o    responsibility for an environmental problem.

     Litigation will divert the owner's attention from operating its property.
If the litigation were decided adversely to the owner, the award to the
plaintiff may adversely affect the owner's ability to repay a mortgage loan
secured by the property.

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

TAXES ON FORECLOSURE PROPERTY WILL REDUCE AMOUNTS AVAILABLE TO MAKE PAYMENTS ON
THE OFFERED CERTIFICATES

     One of our trusts may be designated, in whole or in part, as a real estate
mortgage investment conduit for federal income tax purposes. If that trust
acquires a real property through a foreclosure or deed in lieu of foreclosure,
then the related special servicer may be required to retain an independent
contractor to operate and manage the property. Receipt of the following types of
income on that property will subject the trust to federal, and possibly state or
local, tax on that income at the highest marginal corporate tax rate:

     o    any net income from that operation and management that does not
          consist of qualifying rents from real property within the meaning of
          Section 856(d) of the Internal Revenue Code of 1986, and

     o    any rental income based on the net profits of a tenant or sub-tenant
          or allocable to a service that is non-customary in the area and for
          the type of building involved.

The risk of taxation being imposed on income derived from the operation of
foreclosed real property is particularly present in the case of hospitality and
health care-related properties. These taxes, and the cost of retaining an
independent contractor, would reduce the net proceeds available for payment with
respect to the related offered certificates.

     In addition, in connection with the trust's acquisition of a real property,
through foreclosure or similar action, and/or its liquidation of such property,
the trust may in certain jurisdictions, particularly in New York and California,
be required to pay state or local transfer or excise taxes. Such state or local
taxes may reduce net proceeds available for distribution to the offered
certificates.

RESIDUAL INTERESTS IN A REAL ESTATE MORTGAGE INVESTMENT CONDUIT HAVE ADVERSE TAX
CONSEQUENCES

     Inclusion of Taxable Income in Excess of Cash Received. If you own a
certificate that is a residual interest in a real estate mortgage investment
conduit, or REMIC, for federal income tax purposes, you will have to report on
your income tax return as ordinary income your pro rata share of the taxable
income of that REMIC,

                                      -63-



regardless of the amount or timing of your possible receipt of any cash on the
certificate. As a result, your offered certificate may have phantom income early
in the term of the REMIC because the taxable income from the certificate may
exceed the amount of economic income, if any, attributable to the certificate.
While you will have a corresponding amount of tax losses later in the term of
the REMIC, the present value of the phantom income may significantly exceed the
present value of the tax losses. Therefore, the after-tax yield on any REMIC
residual certificate may be significantly less than that of a corporate bond or
other instrument having similar cash flow characteristics. In fact, some offered
certificates that are residual interests, may have a negative value.

     You will have to report your share of the taxable income and net loss of
the REMIC until all the certificates in the related series have a principal
balance of zero. See "FEDERAL INCOME TAX CONSEQUENCES--REMICs."

     Some Taxable Income of a Residual Interest Cannot Be Offset Under the
Internal Revenue Code of 1986. A portion of the taxable income from a REMIC
residual certificate may be treated as excess inclusions under the Internal
Revenue Code of 1986. You will have to pay tax on the excess inclusions
regardless of whether you have other credits, deductions or losses. In
particular, the tax on excess inclusion:

     o    generally will not be reduced by losses from other activities,

     o    for a tax-exempt holder, will be treated as unrelated business taxable
          income, and

     o    for a foreign holder, will not qualify for any exemption from
          withholding tax.

     Individuals and Some Entities Should Not Invest in REMIC Residual
Certificates. The fees and non-interest expenses of a REMIC will be allocated
pro rata to certificates that are residual interests in the REMIC. However,
individuals will only be able to deduct these expenses as miscellaneous itemized
deductions, which are subject to numerous restrictions and limitations under the
Internal Revenue Code of 1986. Therefore, the certificates that are residual
interests generally are not appropriate investments for:

     o    individuals,

     o    estates,

     o    trusts beneficially owned by any individual or estate, and

     o    pass-through entities having any individual, estate or trust as a
          shareholder, member or partner.

     In addition, the REMIC residual certificates will be subject to numerous
transfer restrictions. These restrictions will reduce your ability to liquidate
a REMIC residual certificate. For example, unless we indicate otherwise in the
related prospectus supplement, you will not be able to transfer a REMIC residual
certificate to:

     o    a foreign person under the Internal Revenue Code of 1986, or

     o    a U.S. person that is classified as a partnership under the Internal
          Revenue Code of 1986, unless all of its beneficial owners are U.S.
          persons, or

     o    a foreign permanent establishment or fixed base (within the meaning of
          an applicable income tax treaty) of a U.S. person.

     It is possible that a class of offered certificates would also evidence a
residual interest in a REMIC and therefore that class of offered certificates or
the portion thereof that represents the residual interest in the REMIC

                                      -64-



would exhibit the characteristics, and be subject to the risks, described above
in this "--Residual Interests in a Real Estate Mortgage Investment Conduit Have
Adverse Tax Consequences" section.

     See "FEDERAL INCOME TAX CONSEQUENCES--REMICs--Taxation of Owners of REMIC
Residual Certificates."

ADDITIONAL COMPENSATION TO THE MASTER SERVICER AND THE SPECIAL SERVICER AND
INTEREST ON ADVANCES WILL AFFECT YOUR RIGHT TO RECEIVE DISTRIBUTIONS ON YOUR
OFFERED CERTIFICATES

     To the extent described in the related prospectus supplement, the master
servicer, the special servicer, the trustee and any fiscal agent will each be
entitled to receive interest on unreimbursed advances made by that party with
respect to the mortgage assets. This interest will generally accrue from the
date on which the related advance was made or the related expense was incurred
through the date of reimbursement. In addition, under certain circumstances,
including a default by the borrower in the payment of principal and interest on
a mortgage asset, that mortgage asset will become specially serviced and the
related special servicer will be entitled to compensation for performing special
servicing functions pursuant to the related governing document(s). The right to
receive interest on advances or special servicing compensation is senior to the
rights of certificateholders to receive distributions on the offered
certificates. Thus, the payment of interest on advances and the payment of
special servicing compensation may lead to shortfalls in amounts otherwise
distributable on your offered certificates.

INABILITY TO REPLACE THE MASTER SERVICER COULD AFFECT COLLECTIONS AND RECOVERIES
ON THE MORTGAGE ASSETS

     The structure of the servicing fee payable to the master servicer might
affect the ability to find a replacement master servicer. Although the trustee
is required to replace the master servicer if the master servicer is terminated
or resigns, if the trustee is unwilling (including for example because the
servicing fee is insufficient) or unable (including for example, because the
trustee does not have the systems to service mortgage loans), it may be
necessary to appoint a replacement master servicer. Because the master servicing
fee is structured as a percentage of the stated principal balance of each
mortgage asset, it may be difficult to replace the servicer at a time when the
balance of the mortgage loans has been significantly reduced because the fee may
be insufficient to cover the costs associated with servicing the mortgage assets
and/or related REO properties remaining in the mortgage pool. The performance of
the mortgage assets may be negatively impacted, beyond the expected transition
period during a servicing transfer, if a replacement master servicer is not
retained within a reasonable amount of time.

PROBLEMS WITH BOOK-ENTRY REGISTRATION

     Your offered certificates may be issued in book-entry form through the
facilities of the Depository Trust Company. As a result--

     o    you will be able to exercise your rights as a certificateholder only
          indirectly through the Depository Trust Company and its participating
          organizations;

     o    you may have only limited access to information regarding your offered
          certificates;

     o    you may suffer delays in the receipt of payments on your offered
          certificates; and

     o    your ability to pledge or otherwise take action with respect to your
          offered certificates may be limited due to the lack of a physical
          certificate evidencing your ownership of those certificates.

     See "DESCRIPTION OF THE CERTIFICATES--Book-Entry Registration and
Definitive Certificates."


                                      -65-



POTENTIAL CONFLICTS OF INTEREST CAN AFFECT A SERVICER'S PERFORMANCE

     A master servicer, special servicer or sub-servicer for one of our trusts,
or any of their respective affiliates, may purchase certificates evidencing
interests in that trust.

     In addition, a master servicer, special servicer or sub-servicer for one of
our trusts, or any of their respective affiliates, may have interests in, or
other financial relationships with, borrowers under the related mortgage loans.
These relationships may create conflicts of interest.

     In servicing mortgage loans in any of our trusts, a master servicer,
special servicer or sub-servicer will each be required to observe the terms of
the governing document(s) for the related series of offered certificates--or, in
the case of a sub-servicer, a consistent sub-servicing agreement--and, in
particular, to act in accordance with the servicing standard described in the
related prospectus supplement. You should consider, however, that if any of
these parties or an affiliate owns certificates or has financial interests in or
other financial dealings with any of the related borrowers, then it may have
interests when dealing with the mortgage loans underlying your offered
certificates that are in conflict with your interests. For example, if the
related special servicer or an affiliate thereof or any other related entity
owns any certificates, and in particular a class of non-offered certificates, it
could seek to mitigate the potential loss on its certificates from a troubled
mortgage loan by delaying acceleration or other enforcement in the hope of
realizing greater proceeds in the future. However, this action or failure to
take immediate action by a special servicer could pose a greater risk to the
trust and ultimately result in a lower recovery to the related trust than would
have been the case if the special servicer had not delayed in taking enforcement
action.

     Furthermore, a master servicer, special servicer or sub-servicer for any of
our trusts may service existing and new loans for third parties, including
portfolios of loans similar to the mortgage loans included in that trust. The
properties securing these other loans may be in the same markets as and compete
with the properties securing mortgage loans in our trust. Accordingly, that
master servicer, special servicer or sub-servicer may be acting on behalf of
parties with conflicting interests.

THE RISK OF TERRORISM IN THE UNITED STATES AND MILITARY ACTION MAY ADVERSELY
AFFECT THE VALUE OF THE OFFERED CERTIFICATES AND PAYMENTS ON THE MORTGAGE ASSETS

     It is impossible to predict the extent to which terrorist activities may
occur in the United States. Furthermore, it is uncertain what effects any past
or future terrorist activities and/or consequent actions on the part of the
United States Government and others, including military action, will have on
U.S. and world financial markets; local, regional and national economies; real
estate markets across the U.S.; and/or particular business segments, including
those that are important to the performance of the real properties that secure
the mortgage loans underlying any series of offered certificates. Among other
things, reduced investor confidence could result in substantial volatility in
securities markets and a decline in real estate-related investments. In
addition, reduced consumer confidence, as well as a heightened concern for
personal safety, could result in a material decline in personal spending and
travel.

     As a result of the foregoing, defaults on commercial real estate loans
could increase; and, regardless of the performance of the mortgage loans
underlying any series of offered certificates, the liquidity and market value of
those offered certificates may be impaired.

                    CAPITALIZED TERMS USED IN THIS PROSPECTUS

     From time to time we use capitalized terms in this prospectus. Frequently
used capitalized terms will have the respective meanings assigned to them in the
glossary attached to this prospectus.


                                      -66-



                                 THE TRUST FUND

ISSUING ENTITIES

     The issuing entity with respect to each series of offered certificates is
the entity that will own and hold the related underlying mortgage loans or
mortgage-backed securities and in whose name those certificates will be issued.
Each issuing entity will be a statutory trust or a common law trust organized at
our direction under the laws of the State or other jurisdiction specified in the
related prospectus supplement. As described in the related prospectus
supplement, the Governing Document for each series of offered certificates will
set forth the permissible activities and restrictions on the activities of the
related issuing entity and will govern the servicing and administration of the
related trust assets. Each series of offered certificates will represent
interests only in, and be payable solely from assets of, the related trust.
However, a series of offered certificates may be issued together with other
certificates of the same series, which other certificates will not be offered
pursuant to this prospectus.

DESCRIPTION OF THE TRUST ASSETS

     The trust assets backing a series of offered certificates will collectively
constitute the related trust fund. Each such trust fund will primarily consist
of:

     o    various types of multifamily and/or commercial mortgage loans;

     o    mortgage participations, pass-through certificates, collateralized
          mortgage obligations or other mortgage-backed securities that directly
          or indirectly evidence interests in, or are secured by pledges of, one
          or more of various types of multifamily and/or commercial mortgage
          loans; or

     o    a combination of mortgage loans and mortgage-backed securities of the
          types described above.

     In addition to the asset classes described above in this "--Description of
the Trust Assets"--section, we may include in the trust fund with respect to any
series of offered certificates loans secured by equipment or inventory related
to the real property collateral securing a mortgage loan in that trust fund,
provided that such other asset classes in the aggregate will not exceed 10% by
principal balance of the related asset pool.

     We will describe the specific characteristics of the mortgage assets
underlying a series of offered certificates in the related prospectus
supplement.

     Unless we indicate otherwise in the related prospectus supplement, we will
acquire, directly or through one of our affiliates, in the secondary market, any
mortgage-backed security to be included in one of our trusts.

     Neither we nor any of our affiliates will guarantee payment of any of the
mortgage assets included in one of our trusts. Furthermore, unless we indicate
otherwise in the related prospectus supplement, no governmental agency or
instrumentality will guarantee or insure payment of any of those mortgage
assets.

MORTGAGE LOANS

     General. Each mortgage loan underlying the offered certificates will
constitute the obligation of one or more persons to repay a debt. That
obligation will be evidenced by a promissory note or bond. In addition, that
obligation will be secured by a mortgage, deed of trust or other security
instrument that creates a first or junior lien on, or security interest in, an
interest in one or more of the following types of real property:

     o    rental or cooperatively-owned buildings with multiple dwelling units;


                                      -67-



     o    retail properties related to the sale of consumer goods and other
          products to the general public, such as shopping centers, malls,
          factory outlet centers, automotive sales centers, department stores
          and other retail stores, grocery stores, specialty shops, convenience
          stores and gas stations;

     o    retail properties related to providing entertainment, recreational and
          personal services to the general public, such as movie theaters,
          fitness centers, bowling alleys, salons, dry cleaners and automotive
          service centers;

     o    office properties;

     o    hospitality properties, such as hotels, motels and other lodging
          facilities;

     o    casino properties;

     o    health care-related properties, such as hospitals, skilled nursing
          facilities, nursing homes, congregate care facilities and, in some
          cases, assisted living centers and senior housing;

     o    industrial properties;

     o    warehouse facilities, mini-warehouse facilities and self-storage
          facilities;

     o    restaurants, taverns and other establishments involved in the food and
          beverage industry;

     o    manufactured housing communities, mobile home parks and recreational
          vehicle parks;

     o    recreational and resort properties, such as golf courses, marinas, ski
          resorts and amusement parks;

     o    arenas and stadiums;

     o    churches and other religious facilities;

     o    parking lots and garages;

     o    mixed use properties;

     o    other income-producing properties; and

     o    unimproved land.

     The adequacy of an income-producing property as security for a mortgage
loan depends in large part on its value and ability to generate net operating
income. Set forth under "RISK FACTORS--Various Types of Income-Producing
Properties May Secure Mortgage Loans Underlying a Series of Offered Certificates
and Each Type of Income-Producing Property May Present Special Risks as
Collateral for a Loan" is a discussion of some of the various factors that may
affect the value and operations of each of the indicated types of multifamily
and commercial properties.

     The real property interests that may be encumbered in order to secure a
mortgage loan underlying your offered certificates, include--

     o    a fee interest or estate, which consists of ownership of the property
          for an indefinite period,

     o    an estate for years, which consists of ownership of the property for a
          specified period of years,


                                      -68-



     o    a leasehold interest or estate, which consists of a right to occupy
          and use the property for a specified period of years, subject to the
          terms and conditions of a lease,

     o    shares in a cooperative corporation which owns the property, or

     o    any other real estate interest under applicable local law.

Any of these real property interests may be subject to deed restrictions,
easements, rights of way and other matters of public record with respect to the
related property. In addition, the use of, and improvements that may be
constructed on, any particular real property will, in most cases, be subject to
zoning laws and other legal restrictions.

     Most, if not all, of the mortgage loans underlying a series of offered
certificates will be secured by liens on real properties located in the United
States, its territories and possessions. However, some of those mortgage loans
may be secured by liens on real properties located outside the United States,
its territories and possessions, provided that foreign mortgage loans do not
represent more than 10% of the related mortgage asset pool, by balance.

     Junior Mortgage Loans. If we so indicate in the related prospectus
supplement, one or more of the mortgage loans underlying a series of offered
certificates may be secured by a junior lien on the related real property.
However, the loan or loans secured by the more senior liens on that property may
not be included in the related trust fund. The primary risk to the holder of a
mortgage loan secured by a junior lien on a real property is the possibility
that the foreclosure proceeds remaining after payment of the loans secured by
more senior liens on that property will be insufficient to pay the junior loan
in full. In a foreclosure proceeding, the sale proceeds are generally applied--

     o    first, to the payment of court costs and fees in connection with the
          foreclosure,

     o    second, to the payment of real estate taxes, and

     o    third, to the payment of any and all principal, interest, prepayment
          or acceleration penalties, and other amounts owing to the holder of
          the senior loans.

The claims of the holders of the senior loans must be satisfied in full before
the holder of the junior loan receives any payments with respect to the junior
loan. If a lender forecloses on a junior loan, it does so subject to any related
senior loans.

     Delinquent Mortgage Loans. If we so indicate in the related prospectus
supplement, the mortgage loans underlying a series of offered certificates may
be delinquent as of the date the certificates are initially issued. In those
cases, we will describe in the related prospectus supplement--

     o    the period of the delinquency,

     o    any forbearance arrangement then in effect,

     o    the condition of the related real property, and

     o    the ability of the related real property to generate income to service
          the mortgage debt.

     We will not, however, transfer any mortgage loan to a trust if we know that
the mortgage loan is, at the time of transfer, more than 90 days delinquent with
respect to any scheduled payment of principal or interest or in

                                      -69-



foreclosure. Furthermore, delinquent mortgage loans will not constitute 20% or
more, as measured by dollar volume, of the mortgage asset pool for a series of
offered certificates as of the relevant measurement date.

     Payment Provisions of the Mortgage Loans. Each of the mortgage loans
included in one of our trusts will have the following features:

     o    an original term to maturity of not more than approximately 40 years;
          and

     o    scheduled payments of principal, interest or both, to be made on
          specified dates, that occur monthly, bi-monthly, quarterly,
          semi-annually, annually or at some other interval.

     A mortgage loan included in one of our trusts may also include terms that:

     o    provide for the accrual of interest at a mortgage interest rate that
          is fixed over its term, that resets on one or more specified dates or
          that otherwise adjusts from time to time;

     o    provide for the accrual of interest at a mortgage interest rate that
          may be converted at the borrower's election from an adjustable to a
          fixed interest rate or from a fixed to an adjustable interest rate;

     o    provide for no accrual of interest;

     o    provide for level payments to stated maturity, for payments that reset
          in amount on one or more specified dates or for payments that
          otherwise adjust from time to time to accommodate changes in the
          coupon rate or to reflect the occurrence of specified events;

     o    be fully amortizing or, alternatively, may be partially amortizing or
          nonamortizing, with a substantial payment of principal due on its
          stated maturity date;

     o    permit the negative amortization or deferral of accrued interest;

     o    permit defeasance and the release of the real property collateral in
          connection with that defeasance; and/or

     o    prohibit some or all voluntary prepayments or require payment of a
          premium, fee or charge in connection with those prepayments.

     Loan Combinations. Certain of the mortgage loans included in one of our
trust funds may be part of a loan combination. A loan combination will generally
consist of the particular mortgage loan or loans that we will include in the
subject trust fund and one or more other mortgage loans that we will not include
in the trust fund. Each mortgage loan comprising a particular loan combination
is evidenced by a separate promissory note. The aggregate debt represented by
the entire loan combination, however, is secured by the same mortgage(s) or
deed(s) of trust on the related mortgaged property or properties. The mortgage
loans constituting a particular loan combination are obligations of the same
borrower and, in general, are cross-defaulted. The allocation of payments to the
respective mortgage loans comprising a loan combination, whether on a
senior/subordinated or a pari passu basis (or some combination thereof), is
either effected through a co-lender, intercreditor or similar agreement to which
the respective holders of the subject promissory notes are parties and/or may be
reflected in the subject promissory notes, a common loan agreement or other
common loan document. Such co-lender, intercreditor or similar agreement will,
in general, govern the respective rights of the noteholders, including in
connection with the servicing of the respective mortgage loans comprising a loan
combination. Further, each such co-lender agreement or other intercreditor
arrangement may impose restrictions of the transferability of the ownership of
any mortgage loan that is part of a loan combination. See "RISK FACTORS--With
Respect to Certain Mortgage

                                      -70-



Loans Included in Our Trusts, the Mortgaged Property or Properties that Secure
the Subject Mortgage Loan in the Trust Also Secure One (1) or More Related
Mortgage Loans That Are Not in the Trust; The Interests of the Holders of Those
Non-Trust Mortgage Loans May Conflict with Your Interests."

     Real Property and Other Collateral. Following a foreclosure, acceptance of
a deed in lieu of foreclosure or any enforcement action, trust assets may
include real property or other collateral for a defaulted mortgage loan pending
the liquidation of that collateral.

     Mortgage Loan Information in Prospectus Supplements. We will describe in
the related prospectus supplement the characteristics of the mortgage loans that
we will include in any of our trusts. In general, we will provide in the related
prospectus supplement, among other items, the following information on the
particular mortgage loans in one of our trusts:

     o    the total outstanding principal balance and the largest, smallest and
          average outstanding principal balance of the mortgage loans;

     o    the type or types of property that provide security for repayment of
          the mortgage loans;

     o    the earliest and latest maturity date for the mortgage loans;

     o    the original and remaining terms to maturity of the mortgage loans, or
          the range of each of those terms to maturity, and the weighted average
          original and remaining terms to maturity of the mortgage loans;

     o    loan-to-value ratios of the mortgage loans either at origination or as
          of a more recent date, or the range of those loan-to-value ratios, and
          the weighted average of those loan-to-value ratios;

     o    the mortgage interest rates of the mortgage loans, or the range of
          those mortgage interest rates, and the weighted average mortgage
          interest rate of the mortgage loans;

     o    if any mortgage loans have adjustable mortgage interest rates, the
          index or indices upon which the adjustments are based, the adjustment
          dates, the range of gross margins and the weighted average gross
          margin, and any limits on mortgage interest rate adjustments at the
          time of any adjustment and over the life of the loan;

     o    information on the payment characteristics of the mortgage loans,
          including applicable prepayment restrictions;

     o    debt service coverage ratios of the mortgage loans either at
          origination or as of a more recent date, or the range of those debt
          service coverage ratios, and the weighted average of those debt
          service coverage ratios; and

     o    the geographic distribution of the properties securing the mortgage
          loans on a state-by-state basis.

     If we are unable to provide the specific information described above at the
time a series of offered certificates is initially offered, we will provide--

     o    more general information in the related prospectus supplement, and

     o    specific information in a report which will be filed with the SEC as
          part of a Current Report on Form 8-K following the issuance of those
          certificates.


                                      -71-



     In addition, with respect to any obligor or group of affiliated obligors
with respect to any pool asset or group of pool assets, or property or group of
related properties securing any pool asset or group of pool assets, if such pool
asset or group of pool assets represents a material concentration within the
mortgage asset pool, we will include in the related prospectus supplement
financial statements or other financial information on the related real property
or properties as required under the Securities Act and the Exchange Act.

     Originators. Some or all of the mortgage loans included in one of our
trusts may be originated by Merrill Lynch Mortgage Lending, Inc. or by one of
our other affiliates. In addition, there may be other third-party originators of
the mortgage loans to be included in one of our trusts. Accordingly, we will
acquire each of the mortgage loans to be included in one of our trusts from the
originator or a subsequent assignee, in privately negotiated transactions. See
"THE SPONSOR." We will identify in the related prospectus supplement any
originator or group of affiliated originators--apart from any sponsor and/or its
affiliates--that will or is expected to originate mortgage loans representing
10% or more of the related mortgage asset pool, by balance.

     Method and Criteria by Which Mortgage Loans are Selected for Inclusion in a
Securitization. There is no formal method or established criteria by which
mortgage loans are selected for inclusion in any particular asset
securitization. Merrill Lynch Mortgage Lending, Inc. ("MLML"), which is expected
to be one of the sponsors, and its affiliates generally originate mortgage loans
in accordance with the underwriting criteria described under the heading "THE
SPONSOR." When any such mortgage loan is originated, MLML or one of its
affiliates will generally determine whether the subject mortgage loan is to be
targeted for securitization. Mortgage loans targeted for securitization are
usually securitized as soon as possible after origination. Accordingly, all such
mortgage loans held by MLML pending securitization would be expected to be
securitized as soon thereafter as possible.

     Notwithstanding the foregoing, we or MLML could decide not to include one
or more mortgage loans in a particular securitization transaction for business
reasons. For example, MLML or one of its affiliates could hold a mortgage loan
out of securitization transactions until the related mortgaged property
"stabilizes" (such as following significant renovations, a lease-up period or a
free rent period for a significant portion of the tenants). A mortgage loan may
not be included in a securitization transaction because it would have adverse
effects on the diversity of the subject asset pool (including by reason of its
size, the related property type or the related geographic property location),
which in turn could make the related certificates less appealing to investors or
adversely affect rating levels. Also, MLML or an affiliate could remove a
mortgage loan from the potential asset pool in response to investor feedback.
Likewise, we could request another sponsor or mortgage loan seller that is
contributing mortgage loans to one of our securitizations not to include one or
more of those mortgage loans for reasons similar to those above or because of
material inconsistencies with MLML's underwriting standards.

MORTGAGE-BACKED SECURITIES

     The mortgage-backed securities underlying a series of offered certificates
may include:

     o    mortgage participations, mortgage pass-through certificates,
          collateralized mortgage obligations or other mortgage-backed
          securities that are not insured or guaranteed by any governmental
          agency or instrumentality, or

     o    certificates issued and/or insured or guaranteed by Freddie Mac,
          Fannie Mae, Ginnie Mae, Farmer Mac, or another federal or state
          governmental agency or instrumentality.

     In addition, each of those mortgage-backed securities will directly or
indirectly evidence an interest in, or be secured by a pledge of, multifamily
and/or commercial mortgage loans.

     Each mortgage-backed security included in one of our trusts--


                                      -72-



     o    will have been registered under the Securities Act, or

     o    will be exempt from the registration requirements of the Securities
          Act, or will have been held for at least the holding period specified
          in Rule 144(k) under that Act, or

     o    may otherwise be resold by us publicly without registration under the
          Securities Act.

     We will register the offering of any mortgage-backed security to be
included in one of our trusts with the SEC if --

     o    the issuer of the subject mortgage-backed securities has a direct or
          indirect agreement, arrangement, relationship or understanding with
          the issuing entity, the depositor, any sponsor or an underwriter,
          relating to inclusion of those mortgage-backed securities in our
          trust,

     o    the issuer of the subject mortgage-backed securities or any of its
          affiliates is an affiliate of the issuing entity, the depositor, any
          sponsor or an underwriter of a series of offered certificates, or

     o    the depositor would not be free to publicly resell the subject
          mortgage-backed securities without registration under the Securities
          Act.

     Any registration of underlying securities will be made in compliance with
the provisions of Rule 190 under the Securities Act. In connection with any such
registration--

     o    the prospectus supplement for the related series of offered
          certificates will describe the plan of distribution for both that
          series of offered certificates and the underlying mortgage-backed
          securities; and

     o    the separate prospectus relating to the offering of the underlying
          mortgage-backed securities will be delivered simultaneously with the
          delivery of the prospectus relating to the series of offered
          certificates described in the prospectus supplement that relates to
          that series of offered certificates, which prospectus supplement will
          either state that the prospectus for the offering of the underlying
          mortgage-backed securities is being delivered along with the
          prospectus for the

          underlying mortgage-backed securities, or will be combined with the
          prospectus for the offering of the underlying mortgage-backed
          securities.

     If the offering of the subject series of offered certificates and the
underlying mortgage-backed securities is not made on a firm commitment basis,
the issuing entity or the underwriters for the offering of the subject series of
offered certificates will be required to distribute a preliminary prospectus for
both the subject series of offered certificates and the underlying
mortgage-backed securities to any person who is expected to receive a
confirmation of sale of the subject series of offered certificates at least 48
hours prior to sending such confirmation.

     We will describe in the related prospectus supplement the characteristics
of the mortgage-backed securities that we will include in any of our trusts. In
general, we will provide in the related prospectus supplement, among other
items, the following information on the particular mortgage-backed securities
included in one of our trusts:

     o    the initial and outstanding principal amount(s) and type of the
          securities;

     o    the original and remaining term(s) to stated maturity of the
          securities;

     o    the pass-through or bond rate(s) of the securities or the formula for
          determining those rate(s);


                                      -73-



     o    the payment characteristics of the securities;

     o    the identity of the issuer(s), servicer(s) and trustee(s) for the
          securities;

     o    a description of the related credit support, if any;

     o    the type of mortgage loans underlying the securities;

     o    the circumstances under which the related underlying mortgage loans,
          or the securities themselves, may be purchased prior to maturity;

     o    the terms and conditions for substituting mortgage loans backing the
          securities; and

     o    the characteristics of any agreements or instruments providing
          interest rate protection to the securities.

     With respect to any mortgage-backed security included in one of our trusts,
we will provide in our reports filed under the Exchange Act, the same
information regarding the security as is provided by the issuer of the security
in its own reports filed under that Act, if the security was publicly offered,
or in the reports the issuer of the security provides to the related trustee, if
the security was privately issued.

SUBSTITUTION, ACQUISITION AND REMOVAL OF MORTGAGE ASSETS

     We will generally acquire the mortgage assets to be included in one of our
trusts from Merrill Lynch Mortgage Lending, Inc. or another of our affiliates or
from another seller of commercial and multifamily mortgage loans. We will then
transfer those mortgage assets to the issuing entity for the related
securitization transaction.

     If and to the extent described in the related prospectus supplement, we, a
mortgage asset seller or another specified person or entity may make or assign
to or for the benefit of one of our trusts various representations and
warranties, or may be obligated to deliver to one of our trusts various
documents, in either case relating to some or all of the mortgage assets
transferred to that trust. A material breach of one of those representations and
warranties or a failure to deliver a material document may, under the
circumstances described in the related prospectus supplement, give rise to an
obligation to repurchase the affected mortgage asset(s) out of the subject trust
or to replace the affected mortgage asset(s) with other mortgage asset(s) that
satisfy the criteria specified in the related prospectus supplement.

     In general, the total outstanding principal balance of the mortgage assets
transferred by us to any particular trust will equal or exceed the initial total
outstanding principal balance of the related series of certificates. In the
event that the total outstanding principal balance of the related underlying
mortgage loans or mortgage-backed securities initially delivered by us to the
related trustee is less than the initial total outstanding principal balance of
any series of certificates, the subject securitization transaction may include a
prefunding feature, in which case we may deposit or arrange for the deposit of
cash or liquid investments on an interim basis with the related trustee to cover
the shortfall. For a specified period, as set forth in the related prospectus
supplement, following the date of initial issuance of that series of
certificates, which will constitute the prefunding period, we or our designee
will be entitled to obtain a release of the deposited cash or investments if we
deliver or arrange for delivery of a corresponding amount of mortgage assets. If
we fail, however, to deliver or arrange for the delivery of mortgage assets
sufficient to make up the entire shortfall within the prefunding period, any of
the cash or, following liquidation, investments remaining on deposit with the
related trustee will be used by the related trustee to pay down the total
principal balance of the related series of certificates, as described in the
related prospectus supplement.


                                      -74-



     If the subject securitization transaction involves a prefunding period,
then we will indicate in the related prospectus supplement, among other things:

     o    the term or duration of the prefunding period, which period may not
          extend more than one year beyond the date of initial issuance of the
          related offered certificates;

     o    the amount of proceeds to be deposited in the prefunding account and
          the percentage of the mortgage asset pool and any class or series of
          offered certificates represented by those proceeds, which proceeds may
          not exceed 50% of the related offering proceeds;

     o    triggers or events that would trigger limits on or terminate the
          prefunding period and the effects of such triggers;

     o    when and how new pool assets may be acquired during the prefunding
          period, and any limits on the amount, type or speed with which pool
          assets may be acquired;

     o    the acquisition or underwriting criteria for additional pool assets to
          be acquired during the prefunding period, including any differences
          from the criteria used to select the current asset pool;

     o    which party has the authority to add assets to the asset pool or
          determine if such pool assets meet the acquisition or underwriting
          criteria for additional pool assets, and whether or not there will be
          any independent verification of such person's exercise of authority or
          determinations;

     o    any requirements to add minimum amounts of pool assets and any effects
          of not meeting those requirements;

     o    if applicable, the procedures and standards for the temporary
          investment of funds in a prefunding account pending use (including the
          disposition of gains and losses on pending funds) and a description of
          the financial products or instruments eligible for such accounts;

     o    the circumstances under which funds in a prefunding account will be
          returned to investors or otherwise disposed of; and

     o    a statement of whether, and if so, how investors will be notified of
          changes to the asset pool.

     If so specified in the related prospectus supplement, we or another
specified person or entity may be permitted, at our or its option, but subject
to the conditions specified in that prospectus supplement, to acquire from the
related trust particular mortgage assets underlying a series of certificates in
exchange for:

     o    cash that would be applied to pay down the principal balances of
          certificates of that series; and/or

     o    other mortgage loans or mortgage-backed securities that--

          1.   conform to the description of mortgage assets in this prospectus,
               and

          2.   satisfy the criteria set forth in the related prospectus
               supplement.

     For example, if a mortgage loan backing a series of offered certificates
defaults, then it may be subject to (a) a purchase option on the part of another
lender whose loan is secured by a lien on the same real estate collateral or by
a lien on an equity interest in the related borrower and/or (b) a fair value
purchase option under the applicable governing document(s) for the subject
securitization transaction or another servicing agreement.


                                      -75-



     In addition, if so specified in the related prospectus supplement, but
subject to the conditions specified in that prospectus supplement, one or more
holders of certificates may exchange those certificates for one or more of the
mortgage loans or mortgage-backed securities constituting part of the mortgage
pool underlying those certificates.

     Further, if so specified in the related prospectus supplement, a special
servicer or other specified party for one of our trusts may be obligated, under
the circumstances described in that prospectus supplement, to sell on behalf of
the trust a delinquent or defaulted mortgage asset.

     See also "DESCRIPTION OF THE CERTIFICATES--Termination and Redemption."

CASH, ACCOUNTS AND PERMITTED INVESTMENTS

     The trust assets underlying a series of offered certificates will include
cash from various sources, including initial deposits and payments and
collections received or advanced on the related mortgage loans, mortgage-backed
securities, instruments of credit enhancement, guaranteed investment contracts,
interest rate exchange agreements, interest rate floor or cap agreements and/or
currency exchange agreements, as applicable.

     The trust assets underlying a series of offered certificates will also
include one or more accounts established and maintained on behalf of the
holders. All initial deposits, payments and collections received or advanced on
the related mortgage loans, mortgage-backed securities, instruments of credit
enhancement, guaranteed investment contracts, interest rate exchange agreements,
interest rate floor or cap agreements and/or currency exchange agreements, as
the case may be, and any other cash held by one of our trusts will be deposited
and held in those accounts. We will identify and describe those accounts, and
will further describe the deposits to and withdrawals from those accounts, in
the related prospectus supplement.

     Funds on deposit in any account established and maintained on behalf of
certificateholders may be invested in Permitted Investments. In the related
prospectus supplement, we will provide a summary description of those Permitted
Investments and identify the beneficiary of any interest and other income earned
on funds in an account established and maintained on behalf of
certificateholders.

CREDIT SUPPORT

     The holders of any class of offered certificates may be the beneficiaries
of credit support designed to protect them partially or fully against all or
particular defaults and losses on the related underlying mortgage loans or
mortgage-backed securities. The types of credit support that may benefit the
holders of a class of offered certificates include:

     o    the subordination of one or more other classes of certificates of the
          same series;

     o    overcollateralization;

     o    a letter of credit;

     o    a surety bond;

     o    an insurance policy;

     o    a guarantee; and/or

     o    a reserve fund.


                                      -76-



     See "DESCRIPTION OF CREDIT SUPPORT".

     In the related prospectus supplement, we will describe the amount and types
of any credit support benefiting the holders of a class of offered certificates
and, if applicable, we will identify the provider of that credit support.

ARRANGEMENTS PROVIDING REINVESTMENT, INTEREST RATE AND CURRENCY RELATED
PROTECTION

     The trust assets for a series of offered certificates may include
guaranteed investment contracts in accordance with which moneys held in the
funds and accounts established for that series will be invested at a specified
rate. Those trust assets may also include:

     o    interest rate exchange agreements;

     o    interest rate cap agreements;

     o    interest rate floor agreements; or

     o    currency exchange agreements.

     An interest rate exchange agreement, which is a type of swap agreement, is
an arrangement whereby two parties (called counterparties) enter into an
agreement to exchange periodic interest payments. The dollar amount the
counterparties pay each other is an agreed-upon periodic interest rate
multiplied by a predetermined dollar principal amount (which may decline over
time according to an agreed-upon schedule), called the notional principal
amount. No principal (notional amount) is exchanged between the parties to the
transaction; only interest is exchanged. In its most common form, one party
agrees to the pay the other a fixed rate of interest in exchange for a floating
rate.

     An interest rate cap agreement is an arrangement whereby two parties (also
called counterparties) enter into an agreement that places a ceiling (a "cap
strike") on a floating rate of interest on a specified notional principal amount
for a specific term. The buyer of the interest rate cap agreement uses the
interest rate cap agreement to limit its maximum payable interest rate in
respect of an obligation it has to make payments at a floating rate. If the
buyer's floating rate rises above the cap strike, the interest rate cap
agreement provides for payments from the seller to the buyer for the difference
between the floating rate and the cap strike. If the floating rate remains below
the cap strike, no payments are required. The cap buyer is required to pay an
up-front fee for the cap agreement.

     An interest rate floor agreement is an arrangement whereby two parties
(also called counterparties) enter into an agreement that places a minimum value
(a "floor strike") on a floating rate of interest on a specified notional
principal amount for a specific term. The buyer of the interest rate floor
agreement uses the interest rate floor agreement to limit its minimum receivable
interest rate in respect of an entitlement it has to receive payments at a
floating rate. The seller of the interest rate floor agreement accepts a minimum
on the interest rate it will pay in return for the receipt of a premium payment.
If the floating rate drops below the floor strike, the floor agreement provides
for payments from the seller to the buyer for the difference between the floor
strike and the floating rate.

     A currency exchange agreement, which is a type of swap agreement, is an
arrangement whereby two parties (also called counterparties) enter into an
agreement to exchange interest and/or principal payments in different currencies
on a periodic or one-time basis.

     In the related prospectus supplement, we will describe any agreements or
other arrangements designed to protect the holders of a class of offered
certificates against shortfalls resulting from movements or fluctuations in


                                      -77-



interest rates or currency exchange rates. If applicable, we will also identify
any obligor under the agreement or other arrangement.

                                   THE SPONSOR

GENERAL CHARACTER OF THE SPONSOR AND ITS BUSINESS

     Unless otherwise specified in the related prospectus supplement, Merrill
Lynch Mortgage Lending, Inc. ("MLML") will act as the sole sponsor or a
co-sponsor for each securitization transaction involving the issuance of a
series of offered certificates. Any other entity which acts as a sponsor or as a
co-sponsor with MLML will be described in the related prospectus supplement.

     MLML is a Delaware corporation formerly known as ML Health Care Servicing,
Inc., and is a wholly-owned subsidiary of Merrill Lynch Mortgage Capital Inc.,
which is an indirect wholly owned subsidiary of Merrill Lynch & Co., Inc. MLML
makes, and purchases from lenders, commercial and multifamily mortgage loans for
the purpose of securitizing them in commercial mortgage-backed securitization
("CMBS") transactions. MLML and its affiliates also purchase prime, subprime,
nonperforming and subperforming residential mortgage loans from originators of
these loans and aggregates these loans for sale in asset-backed securitization
transactions.

     MLML is licensed as a Title II Nonsupervised Mortgagee approved by the
United States Department of Housing and Urban Development to originate and
service mortgage loans. MLML acts as servicer of record for a small number of
FHA-insured loans that are serviced by a sub-servicer. MLML does not service the
commercial and multifamily loans that it originates or acquires for
securitization in CMBS transactions.

     MLML also engages in the origination, and/or buying and selling, of
mortgages and other interests in mortgage loans for investment purposes.
Further, MLML enters into resale and repurchase agreements to finance trading
inventory positions.

THE SPONSOR'S SECURITIZATION PROGRAM

     MLML and its affiliates, directly or through correspondents, originate
multifamily and commercial mortgage loans throughout the United States and
abroad. MLML and its affiliates have been engaged in the origination of
multifamily and commercial mortgage loans for securitization since 1994. The
multifamily and commercial mortgage loans originated and securitized by MLML and
its affiliates include both fixed-rate loans and floating-rate loans and both
conduit balance loans--which are average-sized by industry standards-- and large
balance loans. Most of the multifamily and commercial mortgage loans included in
commercial mortgage securitizations sponsored by MLML and its affiliates have
been originated, directly or through correspondents, by MLML or an affiliate.

     In addition, in the normal course of its securitization program, MLML and
its affiliates, may also acquire multifamily and commercial mortgage loans from
various third party originators. These mortgage loans may have been originated
using underwriting guidelines not established by MLML or any of its affiliates.
The trust fund relating to a series of offered certificates may include mortgage
loans originated by one or more of these third parties.

     MLML and its affiliates may also originate multifamily and commercial
mortgage loans in conjunction with third-party correspondents and, in those
cases, the third-party correspondents would perform the underwriting based on
various criteria established or reviewed by MLML, and MLML or an affiliate would
originate the subject mortgage loan on a specified closing date prior to
inclusion in the subject securitization.

     In connection with its commercial mortgage securitization transactions,
MLML or an affiliate generally transfers the subject mortgage assets to a
depositor, who then transfers those mortgage assets to the issuing entity


                                      -78-



for the related securitization. In return for the transfer of the subject
mortgage assets by the depositor to the issuing entity, the issuing entity
issues commercial mortgage pass-through certificates backed by, and supported by
the cash flows generated by, those mortgage assets.

     MLML and its affiliates also work with rating agencies, unaffiliated
mortgage loan sellers and servicers in structuring the securitization
transaction. MLML will generally act as sponsor, originator and mortgage loan
seller in its commercial mortgage securitization transactions. With respect to
certain of its commercial mortgage securitization transactions, there may be a
co-sponsor and/or other mortgage loan sellers and originators. We will identify
any co-sponsor in the related prospectus supplement. Neither MLML nor any of its
affiliates acts as servicer of the multifamily and commercial mortgage loans in
its commercial mortgage securitizations. Instead, MLML and/or the related
depositor contract with other entities to service the multifamily and commercial
mortgage loans following their transfer into a trust fund for a series of
offered certificates.

     In connection with MLML or an affiliate contributing mortgage loans to a
commercial mortgage securitization transaction, MLML or that affiliate may be
obligated, specifically with respect to the mortgage loans that it is
contributing, generally pursuant to a mortgage loan purchase agreement or other
comparable agreement, to:

     o    deliver various specified loan documents;

     o    file and/or record various specified loan documents and assignments of
          those documents; and

     o    make various loan-specific representations and warranties.

     If it is later determined that any mortgage asset contributed by MLML or an
affiliate fails to conform to the specified representations and warranties or
there is a defect in or an omission with respect to certain specified mortgage
loan documents related to that mortgage asset, which breach, defect or omission,
as the case may be, is determined to have a material adverse effect on the value
of the subject mortgage asset or such other standard as is described in the
related prospectus supplement, then MLML or such affiliate will generally have
an obligation to cure the subject defect, omission or breach or to repurchase or
replace the subject mortgage asset.

UNDERWRITING STANDARDS

     General. Set forth below is a discussion of certain general underwriting
guidelines of MLML with respect to multifamily and commercial mortgage loans
originated by MLML. The underwriting guidelines described below may not--and
generally will not--apply to multifamily and commercial mortgage loans acquired
by MLML from third party originators.

     Notwithstanding the discussion below, given the unique nature of
income-producing real properties, the underwriting and origination procedures
and the credit analysis with respect to any particular multifamily or commercial
mortgage loan may differ significantly from one asset to another, and will be
driven by circumstances particular to that property, including, among others,
its type, current use, physical quality, size, environmental condition,
location, market conditions, capital reserve requirements and additional
collateral, tenants and leases, borrower identity, borrower sponsorship and/or
performance history. Consequently, there can be no assurance that the
underwriting of any particular multifamily or commercial mortgage loan will
conform to the general guidelines described in this "--Underwriting Standards"
section.

     Loan Analysis. MLML performs both a credit analysis and a collateral
analysis with respect to each multifamily and commercial mortgage loan it
originates. The credit analysis of the borrower may include a review of
third-party credit reports, reports resulting from judgment, lien, bankruptcy
and pending litigation searches and, if applicable, the loan payment history of
the borrower and its principals. Generally, borrowers are required to be
single-purpose entities, although exceptions may be made from time to time on a
case-by-case

                                      -79-



basis. The collateral analysis includes an analysis, in each case to the extent
available, of historical property operating statements, rent rolls and a
projection of future performance and a review of tenant leases. Depending on the
type of real property collateral involved and other relevant circumstances,
MLML's underwriting staff and/or legal counsel will review leases of significant
tenants. MLML may also perform a limited qualitative review with respect to
certain tenants located at the real property collateral, particularly
significant tenants, credit tenants and sole tenants. MLML generally requires
third-party appraisals, as well as environmental reports, building condition
reports and, if applicable, seismic reports. Each report is reviewed for
acceptability by a MLML staff member or a third-party reviewer. The results of
these reviews are incorporated into the underwriting report.

     Loan Approval. Prior to commitment, all multifamily and commercial mortgage
loans to be originated by MLML must be approved by one or more --depending on
loan size--specified officers of MLML. The officer or officers responsible for
loan approval may approve a mortgage loan as recommended, request additional due
diligence, modify the loan terms or decline a loan transaction.

     Debt Service Coverage Ratio. The repayment of a multifamily or commercial
mortgage loan is typically dependent upon the successful operation of the
related real property collateral and the ability of that property to generate
income sufficient to make payments on the loan. Accordingly, in connection with
the origination of any multifamily or commercial mortgage loan, MLML will
analyze whether cash flow expected to be derived from the subject real property
collateral will be sufficient to make the required payments under that mortgage
loan, taking into account, among other things, revenues and expenses for, and
other debt currently secured by, or that in the future may be secured by, the
subject real property collateral as well as debt secured by pledges of the
ownership interests in the related borrower.

     The debt service coverage ratio of a multifamily or commercial mortgage
loan is an important measure of the likelihood of default on the loan. In
general, the debt service coverage ratio of a multifamily or commercial mortgage
loan at any given time is the ratio of--

     o    the amount of income, net of operating expenses, capital expenditures
          and other amounts required to be reserved for various purposes,
          derived or expected to be derived from the related real property
          collateral for a given period that is available to pay debt service on
          the subject mortgage loan, to

     o    the scheduled payments of principal and/or interest during that given
          period on the subject mortgage loan and any other loans that are
          secured by liens of senior or equal priority on the related real
          property collateral.

However, the amount described in the first bullet of the preceding sentence is
often a highly subjective number based on variety of assumptions regarding, and
adjustments to, revenues and expenses with respect to the related real property
collateral.

     For example, when calculating the debt service coverage ratio for a
multifamily or commercial mortgage loan, MLML may utilize annual net cash flow
that was calculated based on assumptions regarding projected rental income,
expenses and/or occupancy, including, without limitation, one or more of the
following:

     o    the assumption that a particular tenant at the subject real property
          collateral that has executed a lease, but has not yet taken occupancy
          and/or has not yet commenced paying rent, will take occupancy and
          commence paying rent on a future date;

     o    the assumption that an unexecuted lease that is currently being
          negotiated with respect to a particular tenant at the subject real
          property collateral or is out for signature will be executed and in
          place on a future date;


                                      -80-



     o    the assumption that a portion of currently vacant and unleased space
          at the subject real property collateral will be leased at current
          market rates and consistent with occupancy rates of comparable
          properties in the subject market;

     o    the assumption that certain rental income that is to be payable
          commencing on a future date under a signed lease, but where the
          subject tenant is in an initial rent abatement or free rent period or
          has not yet taken occupancy, will be paid commencing on such future
          date;

     o    assumptions regarding the probability of renewal of particular leases
          and/or the re-leasing of certain space at the subject real property
          collateral and the anticipated effect on capital and re-leasing
          expenditures; and

     o    various additional lease-up assumptions and other assumptions
          regarding the payment of rent not currently being paid.

     There is no assurance that the foregoing assumptions made with respect to
any prospective multifamily or commercial mortgage loan will, in fact, be
consistent with actual property performance.

     Generally, the debt service coverage ratio for multifamily and commercial
mortgage loans originated by MLML, calculated as described above, will be equal
to or greater than 1.20:1 (subject to the discussion under "--Additional Debt"
below); however, exceptions may be made when consideration is given to
circumstances particular to the mortgage loan or related real property
collateral. For example, MLML may originate a multifamily or commercial mortgage
loan with a debt service coverage ratio below 1.20:1 based on, among other
things, the amortization features of the mortgage loan (for example, if the
mortgage loan provides for relatively rapid amortization) the type of tenants
and leases at the subject real property collateral, the taking of additional
collateral such as reserves, letters of credit and/or guarantees, MLML's
judgment of improved property performance in the future and/or other relevant
factors.

     We expect to provide in the related prospectus supplement debt service
coverage ratios for each mortgage loan backing a series of offered certificates
and a more detailed discussion of the calculation of net cash flow used in
determining those debt service coverage ratios.

     Loan-to-Value Ratio. MLML also looks at the loan-to-value ratio of a
prospective multifamily or commercial mortgage loan as one of the factors it
takes into consideration in evaluating the likelihood of recovery if a property
is liquidated following a default. In general, the loan-to-value ratio of a
multifamily or commercial mortgage loan at any given time is the ratio,
expressed as a percentage, of--

     o    the then outstanding principal balance of the subject mortgage loan
          and any other loans that are secured by liens of senior or equal
          priority on the related real property collateral, to

     o    the estimated value of the related real property collateral based on
          an appraisal, a cash flow analysis, a recent sales price or another
          method or benchmark of valuation.

     Generally, the loan-to-value ratio for multifamily and commercial mortgage
loans originated by MLML, calculated as described above, will be equal to or
less than 80% (subject to the discussion under "--Additional Debt" below);
however, exceptions may be made when consideration is given to circumstances
particular to the mortgage loan or related real property collateral. For
example, MLML may originate a multifamily or commercial mortgage loan with a
loan-to-value ratio above 80% based on, among other things, the amortization
features of the mortgage loan (for example, if the mortgage loan provides for
relatively rapid amortization), the type of tenants and leases at the subject
real property collateral, the taking of additional collateral such as reserves,
letters of credit and/or guarantees, MLML's judgment of improved property
performance in the future and/or other relevant factors.


                                      -81-



     We expect to provide in the related prospectus supplement loan-to-value
ratios for each mortgage loan backing a series of offered certificates and the
property valuation used in determining those loan-to-value ratios.

     Additional Debt. When underwriting a multifamily or commercial mortgage
loan, MLML will take into account whether the subject real property collateral
and/or direct or indirect interest in a related borrower are encumbered by
additional debt and will analyze the likely effect of that additional debt on
repayment of the subject mortgage loan. It is possible that MLML or an affiliate
will be the lender on that additional debt.

     The debt service coverage ratios described above under "--Debt Service
Coverage Ratio" and the loan-to-value ratios described above under
"--Loan-to-Value Ratio" may be below 1.20:1 and above 80%, respectively, based
on the existence of additional debt secured by the related real property
collateral or directly or indirectly by equity interests in the related
borrower.

     Assessments of Property Condition. As part of the underwriting process,
MLML will analyze the condition of the real property collateral for a
prospective multifamily or commercial mortgage loan. To aid in that analysis,
MLML may, subject to certain exceptions, inspect or retain a third party to
inspect the property and will obtain the property assessments and reports
described below.

     Appraisals. MLML will, in most cases, require that the real property
collateral for a prospective multifamily or commercial mortgage loan be
appraised by a state certified appraiser or an appraiser belonging to the
Appraisal Institute, a membership association of professional real estate
appraisers. In addition, MLML will generally require that those appraisals be
conducted in accordance with the Uniform Standards of Professional Appraisal
Practices developed by The Appraisal Foundation, a not-for-profit organization
established by the appraisal profession. Furthermore, the appraisal report will
usually include or be accompanied by a separate letter that includes a statement
by the appraiser that the guidelines in Title XI of the Financial Institutions
Reform, Recovery and Enforcement Act of 1989 were followed in preparing the
appraisal. In some cases, however, MLML may establish the value of the subject
real property collateral based on a cash flow analysis, a recent sales price or
another method or benchmark of valuation.

     Environmental Assessment. MLML may require a Phase I environmental
assessment with respect to the real property collateral for a prospective
multifamily or commercial mortgage loan. However, when circumstances warrant,
MLML may utilize an update of a prior environmental assessment, a transaction
screen or a desktop review. Alternatively, MLML might forego an environmental
assessment in limited circumstances, such as when it has obtained the benefits
of an environmental insurance policy or an environmental guarantee. Furthermore,
an environmental assessment conducted at any particular real property collateral
will not necessarily cover all potential environmental issues. For example, an
analysis for radon, lead-based paint and lead in drinking water will usually be
conducted only at multifamily rental properties and only when MLML or the
environmental consultant believes that such an analysis is warranted under the
circumstances.

     Depending on the findings of the initial environmental assessment, MLML may
require additional record searches or environmental testing, such as a Phase II
environmental assessment with respect to the subject real property collateral.

     Engineering Assessment. In connection with the origination process, MLML
may require that an engineering firm inspect the real property collateral for
any prospective multifamily or commercial mortgage loan to assess the structure,
exterior walls, roofing, interior structure and/or mechanical and electrical
systems. Based on the resulting report, MLML will determine the appropriate
response to any recommended repairs, corrections or replacements and any
identified deferred maintenance.

     Seismic Report. If the subject real property collateral includes any
material improvements and is located in California or in seismic zones 3 or 4,
MLML may require a report to establish the probable maximum or bounded loss for
the improvements at the property as a result of an earthquake. If that loss is
in excess of 20% of


                                      -82-



the estimated replacement cost for the improvements at the property, MLML may
require retrofitting of the improvements or that the borrower obtain earthquake
insurance if available at a commercially reasonable price. It should be noted,
however, that because the seismic assessments may not necessarily have used the
same assumptions in assessing probable maximum loss, it is possible that some of
the real properties that were considered unlikely to experience a probable
maximum loss in excess of 20% of estimated replacement cost might have been the
subject of a higher estimate had different assumptions been used.

     Zoning and Building Code Compliance. In connection with the origination of
a multifamily or commercial mortgage loan, MLML will generally examine whether
the use and occupancy of the related real property collateral is in material
compliance with zoning, land-use, building rules, regulations and orders then
applicable to that property. Evidence of this compliance may be in the form of
one or more of the following: legal opinions; surveys; recorded documents;
temporary or permanent certificates of occupancy; letters from government
officials or agencies; title insurance endorsements; engineering or consulting
reports; and/or representations by the related borrower.

     Where a property as currently operated is a permitted nonconforming use
and/or structure and the improvements may not be rebuilt to the same dimensions
or used in the same manner in the event of a major casualty, MLML will analyze
whether--

     o    any major casualty that would prevent rebuilding has a sufficiently
          remote likelihood of occurring;

     o    casualty insurance proceeds together with the value of any additional
          collateral would be available in an amount estimated by MLML to be
          sufficient to pay off the related mortgage loan in full;

     o    the real property collateral, if permitted to be repaired or restored
          in conformity with current law, would in MLML's judgment constitute
          adequate security for the related mortgage loan; and/or

     o    to require the related borrower to obtain law and ordinance insurance.

     Escrow Requirements. Based on its analysis of the real property collateral,
the borrower and the principals of the borrower, MLML may require a borrower
under a multifamily or commercial mortgage loan to fund various escrows for
taxes and/or insurance, capital expenses, replacement reserves and/or
environmental remediation. MLML conducts a case-by-case analysis to determine
the need for a particular escrow or reserve. Consequently, the aforementioned
escrows and reserves are not established for every multifamily and commercial
mortgage loan originated by MLML. Furthermore, MLML may accept an alternative to
a cash escrow or reserve from a borrower, such as a letter of credit or a
guarantee from the borrower or an affiliate of the borrower or periodic evidence
that the items for which the escrow or reserve would have been established are
being paid or addressed.

     Notwithstanding the foregoing discussion under this "--Underwriting
Guidelines" section, we may purchase mortgage loans for inclusion in a trust
fund which vary from, or do not comply with, MLML's underwriting guidelines. In
addition, in some cases, MLML's and/or its affiliates may not have strictly
applied these underwriting guidelines as the result of a case-by-case permitted
exception based upon other compensating factors.

                                  THE DEPOSITOR

     We are Merrill Lynch Mortgage Investors, Inc., the depositor with respect
to each series of certificates offered by this prospectus. We are a corporation
organized under the laws of the State of Delaware. We were initially
incorporated on June 13, 1986. We are a wholly owned, direct subsidiary of
Merrill Lynch Mortgage

                                      -83-



Capital Inc., which is an indirect wholly owned subsidiary of Merrill Lynch &
Co., Inc. Our principal executive offices are located at 4 World Financial
Center, 10th Floor 250 Vesey Street, New York, New York 10080. Our telephone
number is 212-449-1000. There can be no assurance that at any particular time we
will have any significant assets. We do not file with the SEC annual reports on
Form 10-K or any other reports with respect to ourselves or our financial
condition pursuant to Section 13(a) or 15(d) of the Exchange Act.

     We were organized, among other things, for the purposes of:

     o    issuing and selling one or more series of bonds secured primarily by
          mortgage collateral and manufactured housing conditional sales
          contracts and loan agreements, investing in certain mortgage
          collateral and manufactured housing conditional sales contracts and
          loan agreements to be purchased with the proceeds of bonds secured
          thereby and taking certain other actions with respect thereto;

     o    selling interests in mortgage loans, mortgage collateral and
          manufactured housing conditional sales contracts and loan agreements,
          evidencing those interests with pass-through certificates, using the
          proceeds of the sale of the pass-through certificates to acquire the
          mortgage loans, mortgage collateral and manufactured housing
          conditional sales contracts and loan agreements, retaining an
          interest, including a subordinated interest, in the mortgage loans,
          mortgage collateral or manufactured housing conditional sales
          contracts and loan agreements acquired and sold and taking certain
          other actions with respect thereto;

     o    acting as settlor or depositor of trusts formed to issue, sell and
          deliver series of bonds secured by a pledge or assignment of mortgage
          obligations, pass-through certificates in mortgage loans or other
          mortgage collateral and manufactured housing conditional sales
          contracts and loan agreements and investing in or selling beneficial
          interests in the same, acquiring, owning, holding and pledging or
          selling interests in residential mortgage loans, mortgage collateral
          and manufactured housing conditional sales contracts and loan
          agreements and investing cash balances on an interim basis in certain
          short term investments; and

     o    doing all such things as are reasonable or necessary to enable us to
          carry out any of the above, including entering into loan agreements,
          servicing agreements and reimbursements agreements and selling
          certificates of interest in any trust for which we serve as depositor.

     Since our incorporation in 1986, we have been engaged in the securitization
of commercial and multifamily mortgage loans and in acting as depositor of one
or more trusts formed to issue commercial mortgage pass-through certificates
that are secured by or represent interests in, pools of mortgage loans.

     We will generally acquire the mortgage assets that are to back each series
of offered certificates from the sponsor(s) for the subject securitization
transaction or, if specified in the prospectus supplement, from one or more
other mortgage asset sellers, in each case in privately negotiated transactions.
We will thereupon transfer those mortgage assets to the related trust.

     After the issuance of a series of offered certificates, we may be required,
to the extent specified in the related Governing Document, to perform certain
actions on a continual basis, including but not limited to:

     o    to remove the trustee upon the occurrence of certain specified events,
          including certain events of bankruptcy or insolvency, failure to
          deliver certain required reports or imposition of a tax upon the trust
          fund, and thereupon appoint a successor trustee;

     o    to appoint a successor trustee in the event that the trustee resigns,
          is removed or becomes ineligible to continue serving in such capacity
          under the related Governing Document;


                                      -84-



     o    to provide the trustee, the master servicer and the special servicer
          with any reports, certifications and information--other than with
          respect to the mortgage loans--that they may reasonably require to
          comply with the terms of the related Governing Document; and

     o    to provide to the related tax administrator in respect of the related
          trust such information as it may reasonably require to perform its
          reporting and other tax compliance obligations under the related
          Governing Document.

     Generally, it is expected that the functions and/or duties set out under
this "The Depositor" section will be performed by our agents or affiliates.

                        YIELD AND MATURITY CONSIDERATIONS

GENERAL

     The yield on your offered certificates will depend on--

     o    the price you paid for your offered certificates,

     o    the pass-through rate on your offered certificates, and

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

     The following discussion contemplates a trust established by us that
consists only of mortgage loans. If one of our trusts also includes a
mortgage-backed security, the payment terms of that security will soften or
enhance the effects that the characteristics and behavior of mortgage loans
backing that security can have on the yield to maturity and/or weighted average
life of a class of offered certificates. If one of our trusts includes a
mortgage-backed security, we will discuss in the related prospectus supplement
the effect, if any, that the security may have on the yield to maturity and
weighted average lives of the related offered certificates.

PASS-THROUGH RATE

     A class of interest-bearing offered certificates may have a fixed, variable
or adjustable pass-through rate. We will specify in the related prospectus
supplement the pass-through rate for each class of interest-bearing offered
certificates or, if the pass-through rate is variable or adjustable, the method
of determining the pass-through rate.

PAYMENT DELAYS

     There will be a delay between the date on which payments on the underlying
mortgage loans are due and the date on which those payments are passed through
to you and other investors. That delay will reduce the yield that would
otherwise be produced if those payments were passed through on your offered
certificates on the same date that they were due.

YIELD AND PREPAYMENT CONSIDERATIONS

     The yield to maturity on your offered certificates will be affected by the
rate of principal payments on the underlying mortgage loans and the allocation
of those principal payments to reduce the principal balance or notional amount
of your offered certificates. The rate of principal payments on those mortgage
loans will be affected by the following:


                                      -85-



     o    the amortization schedules of the mortgage loans, which may change
          from time to time to reflect, among other things, changes in mortgage
          interest rates or partial prepayments of principal;

     o    the dates on which any balloon payments are due; and

     o    the rate of principal prepayments on the mortgage loans, including
          voluntary prepayments by borrowers and involuntary prepayments
          resulting from liquidations, casualties or purchases of mortgage
          loans.

     Because the rate of principal prepayments on the mortgage loans underlying
your offered certificates will depend on future events and a variety of factors,
we cannot give you any assurance as to that rate.

     The extent to which the yield to maturity of your offered certificates may
vary from your anticipated yield will depend upon--

     o    whether you purchased your offered certificates at a discount or
          premium and, if so, the extent of that discount or premium, and

     o    when, and to what degree, payments of principal on the underlying
          mortgage loans are applied or otherwise result in the reduction of the
          principal balance or notional amount of your offered certificates.

     If you purchase your offered certificates at a discount, then you should
consider the risk that a slower than anticipated rate of principal payments on
the underlying mortgage loans could result in an actual yield to you that is
lower than your anticipated yield. If you purchase your offered certificates at
a premium, then you should consider the risk that a faster than anticipated rate
of principal payments on the underlying mortgage loans could result in an actual
yield to you that is lower than your anticipated yield.

     If your offered certificates entitle you to payments of interest, with
disproportionate, nominal or no payments of principal, then you should consider
that your yield will be extremely sensitive to prepayments on the underlying
mortgage loans and, under some prepayment scenarios, may be negative.

     If a class of offered certificates accrues interest on a notional amount,
that notional amount will, in general, either--

     o    be based on the principal balances of some or all of the mortgage
          assets in the related trust, or

     o    equal the total principal balance, or a designated portion of the
          total principal balance, of one or more of the other classes of
          certificates of the same series.

Accordingly, the yield on that class of certificates will be inversely related
to, as applicable, the rate at which--

     o    payments and other collections of principal are received on the
          mortgage assets referred to in the first bullet point of the prior
          sentence, and/or

     o    payments are made in reduction of the total principal balance of the
          class or classes of certificates, or the designated portion of that
          total principal balance, referred to in the second bullet point of the
          prior sentence.


                                      -86-



     The extent of prepayments of principal of the mortgage loans underlying
your offered certificates may be affected by a number of factors, including:

     o    the availability of mortgage credit;

     o    the relative economic vitality of the area in which the related real
          properties are located;

     o    the quality of management of the related real properties;

     o    the servicing of the mortgage loans;

     o    possible changes in tax laws; and

     o    other opportunities for investment.

     In general, those factors that increase--

     o    the attractiveness of selling or refinancing a commercial or
          multifamily property, or

     o    the likelihood of default under a commercial or multifamily mortgage
          loan,

would be expected to cause the rate of prepayment to accelerate. In contrast,
those factors having an opposite effect would be expected to cause the rate of
prepayment to slow.

     The rate of principal payments on the mortgage loans underlying your
offered certificates may also be affected by the existence and enforceability of
prepayment restrictions, such as--

     o    prepayment lock-out periods, and

     o    requirements that voluntary principal prepayments be accompanied by
          prepayment premiums, fees or charges.

If enforceable, those provisions could constitute either an absolute
prohibition, in the case of a prepayment lock-out period, or a disincentive, in
the case of a prepayment premium, fee or charge, to a borrower's voluntarily
prepaying its mortgage loan, thereby slowing the rate of prepayments.

     The rate of prepayment on a pool of mortgage loans is likely to be affected
by prevailing market interest rates for mortgage loans of a comparable type,
term and risk level. As prevailing market interest rates decline, a borrower may
have an increased incentive to refinance its mortgage loan. Even in the case of
adjustable rate mortgage loans, as prevailing market interest rates decline, the
related borrowers may have an increased incentive to refinance for the following
purposes:

     o    to convert to a fixed rate loan and thereby lock in that rate, or

     o    to take advantage of a different index, margin or rate cap or floor on
          another adjustable rate mortgage loan.

     Subject to prevailing market interest rates and economic conditions
generally, a borrower may sell a real property in order to--

     o    realize its equity in the property,


                                      -87-



     o    meet cash flow needs or

     o    make other investments.

     Additionally, some borrowers may be motivated by federal and state tax
laws, which are subject to change, to sell their properties prior to the
exhaustion of tax depreciation benefits.

     We make no representation as to--

     o    the particular factors that will affect the prepayment of the mortgage
          loans underlying any series of offered certificates,

     o    the relative importance of those factors,

     o    the percentage of the principal balance of those mortgage loans that
          will be paid as of any date, or

     o    the overall rate of prepayment on those mortgage loans.

WEIGHTED AVERAGE LIFE AND MATURITY

     The rate at which principal payments are received on the mortgage loans
underlying any series of offered certificates will affect the ultimate maturity
and the weighted average life of one or more classes of those certificates. In
general, weighted average life refers to the average amount of time that will
elapse from the date of issuance of an instrument until each dollar allocable as
principal of that instrument is repaid to the investor.

     The weighted average life and maturity of a class of offered certificates
will be influenced by the rate at which principal on the underlying mortgage
loans is paid to that class, whether in the form of--

     o    scheduled amortization, or

     o    prepayments, including--

          1.   voluntary prepayments by borrowers, and

          2.   involuntary prepayments resulting from liquidations, casualties
               or condemnations and purchases of mortgage loans out of the
               related trust.

     In the prospectus supplement for a series of offered certificates, we will
specify the projected weighted average life of each class of those offered
certificates with principal balances, based on the assumptions stated in that
prospectus supplement, including assumptions regarding prepayments on the
underlying mortgage loans. Those weighted average lives and assumptions are not
intended to predict, or to provide information that will enable you to predict,
the actual weighted average lives of your offered certificates.

PREPAYMENT MODELS

     Prepayment rates on loans are commonly measured relative to a prepayment
standard or model, such as the CPR prepayment model or the SPA prepayment model.
CPR represents an assumed constant rate of prepayment each month, expressed as
an annual percentage, relative to the then outstanding principal balance of a
pool of mortgage loans for the life of those loans. SPA represents an assumed
variable rate of prepayment each month, expressed as an annual percentage,
relative to the then outstanding principal balance of a pool of mortgage loans,
with different prepayment assumptions often expressed as percentages of SPA. For
example, a prepayment assumption of 100% of SPA assumes prepayment rates of 0.2%
per annum of the then outstanding principal


                                      -88-



balance of those loans in the first month of the life of the loans and an
additional 0.2% per annum in each month thereafter until the 30th month.
Beginning in the 30th month, and in each month thereafter during the life of the
loans, 100% of SPA assumes a constant prepayment rate of 6% per annum each
month.

     Neither CPR nor SPA nor any other prepayment model or assumption is a
historical description of prepayment experience or a prediction of the
anticipated rate of prepayment of any particular pool of mortgage loans.
Moreover, the CPR and SPA models were developed based upon historical prepayment
experience for single-family mortgage loans. It is unlikely that the prepayment
experience of the mortgage loans underlying your offered certificates will
conform to any particular level of CPR or SPA.

OTHER FACTORS AFFECTING YIELD, WEIGHTED AVERAGE LIFE AND MATURITY

     Balloon Payments; Extensions of Maturity. Some or all of the mortgage loans
underlying a series of offered certificates may require that balloon payments be
made at maturity. The ability of a borrower to make a balloon payment typically
will depend upon its ability either--

     o    to refinance the loan, or

     o    to sell the related real property.

If a borrower is unable to refinance or sell the related real property, there is
a possibility that the borrower may default on the mortgage loan or that the
maturity of the mortgage loan may be extended in connection with a workout. If a
borrower defaults, recovery of proceeds may be delayed by--

     o    the bankruptcy of the borrower, or

     o    adverse economic conditions in the market where the related real
          property is located.

     In order to minimize losses on defaulted mortgage loans, the related master
servicer or special servicer may be authorized within prescribed limits to
modify mortgage loans that are in default or as to which a payment default is
reasonably foreseeable. Any defaulted balloon payment or modification that
extends the maturity of a mortgage loan may delay payments of principal on your
offered certificates and extend the weighted average life of your offered
certificates.

     Negative Amortization. The weighted average life of a class of offered
certificates can be affected by mortgage loans that permit negative amortization
to occur. Those are the mortgage loans that provide for the current payment of
interest calculated at a rate lower than the rate at which interest accrues on
the mortgage loan, with the unpaid portion of that interest being added to the
related principal balance. Negative amortization most commonly occurs with
respect to an adjustable rate mortgage loan that:

     o    limits the amount by which its scheduled payment may adjust in
          response to a change in its mortgage interest rate;

     o    provides that its scheduled payment will adjust less frequently than
          its mortgage interest rate; or

     o    provides for constant scheduled payments regardless of adjustments to
          its mortgage interest rate.

     Negative amortization on one or more mortgage loans in any of our trusts
may result in negative amortization on a related class of offered certificates.
We will describe in the related prospectus supplement, if applicable, the manner
in which negative amortization with respect to the underlying mortgage loans is
allocated among the respective classes of a series of offered certificates.


                                      -89-



     The portion of any mortgage loan negative amortization allocated to a class
of offered certificates may result in a deferral of some or all of the interest
payable on those certificates. Deferred interest may be added to the total
principal balance of a class of offered certificates. In addition, an adjustable
rate mortgage loan that permits negative amortization would be expected during a
period of increasing interest rates to amortize, if at all, at a slower rate
than if interest rates were declining or were remaining constant. This slower
rate of mortgage loan amortization would be reflected in a slower rate of
amortization for one or more classes of certificates of the related series.
Accordingly, there may be an increase in the weighted average lives of those
classes of certificates to which any mortgage loan negative amortization would
be allocated or that would bear the effects of a slower rate of amortization of
the underlying mortgage loans.

     The extent to which the yield on your offered certificates may be affected
by any negative amortization on the underlying mortgage loans will depend, in
part, upon whether you purchase your offered certificates at a premium or a
discount.

     During a period of declining interest rates, the scheduled payment on an
adjustable rate mortgage loan may exceed the amount necessary to amortize the
loan fully over its remaining amortization schedule and pay interest at the then
applicable mortgage interest rate. The result is the accelerated amortization of
the mortgage loan. The acceleration in amortization of a mortgage loan will
shorten the weighted average lives of those classes of certificates that entitle
their holders to a portion of the principal payments on the mortgage loan.

     Foreclosures and Payment Plans. The weighted average life of and yield on
your offered certificates will be affected by--

     o    the number of foreclosures with respect to the underlying mortgage
          loans; and

     o    the principal amount of the foreclosed mortgage loans in relation to
          the principal amount of those mortgage loans that are repaid in
          accordance with their terms.

     Servicing decisions made with respect to the underlying mortgage loans,
including the use of payment plans prior to a demand for acceleration and the
restructuring of mortgage loans in bankruptcy proceedings or otherwise, may also
affect the payment patterns of particular mortgage loans and, as a result, the
weighted average life of and yield on your offered certificates.

     Losses and Shortfalls on the Mortgage Assets. The yield on your offered
certificates will directly depend on the extent to which you are required to
bear the effects of any losses or shortfalls in collections on the underlying
mortgage loans and the timing of those losses and shortfalls. In general, the
earlier that you bear any loss or shortfall, the greater will be the negative
effect on the yield of your offered certificates.

     The amount of any losses or shortfalls in collections on the mortgage
assets in any of our trusts will, to the extent not covered or offset by draws
on any reserve fund or under any instrument of credit support, be allocated
among the various classes of certificates of the related series in the priority
and manner, and subject to the limitations, that we specify in the related
prospectus supplement. As described in the related prospectus supplement, those
allocations may be effected by the following:

     o    a reduction in the entitlements to interest and/or the total principal
          balances of one or more classes of certificates; and/or

     o    the establishment of a priority of payments among classes of
          certificates.

     If you purchase subordinated certificates, the yield to maturity on those
certificates may be extremely sensitive to losses and shortfalls in collections
on the underlying mortgage loans.


                                      -90-



     Additional Certificate Amortization. If your offered certificates have a
principal balance, then they entitle you to a specified portion of the principal
payments received on the underlying mortgage loans. They may also entitle you to
payments of principal from the following sources:

     o    amounts attributable to interest accrued but not currently payable on
          one or more other classes of certificates of the applicable series;

     o    interest received or advanced on the underlying mortgage assets that
          is in excess of the interest currently accrued on the certificates of
          the applicable series;

     o    prepayment premiums, fees and charges, payments from equity
          participations or any other amounts received on the underlying
          mortgage assets that do not constitute interest or principal; or

     o    any other amounts described in the related prospectus supplement.

     The amortization of your offered certificates out of the sources described
in the prior paragraph would shorten their weighted average life and, if your
offered certificates were purchased at a premium, reduce their yield to
maturity.

                     DESCRIPTION OF THE GOVERNING DOCUMENTS

GENERAL

     The "Governing Document" for purposes of issuing the offered certificates
of each series will be a pooling and servicing agreement or other similar
agreement or collection of agreements. In general, the parties to the Governing
Document for a series of offered certificates will include us, a trustee, one or
more master servicers and one or more special servicers. However, if the related
trust assets include mortgage-backed securities, the Governing Document may
include a manager as a party, but may not include a master servicer, special
servicer or other servicer as a party. We will identify in the related
prospectus supplement the parties to the Governing Document for the subject
series of offered certificates.

     If we so specify in the related prospectus supplement, the originator of
the mortgage assets or a party from whom we acquire mortgage assets or one of
their respective affiliates may perform the functions of master servicer,
special servicer, primary servicer, sub-servicer or manager for the trust to
which we transfer those assets. The same person or entity may act as both master
servicer and special servicer for one of our trusts.

     Any party to the Governing Document for a series of offered certificates,
or any of its affiliates, may own certificates issued thereunder. However,
except in limited circumstances, including with respect to required consents to
amendments to the Governing Document for a series of offered certificates,
certificates that are held by the related master servicer, special servicer or
manager will not be allocated voting rights.

     A form of a pooling and servicing agreement has been filed as an exhibit to
the registration statement of which this prospectus is a part. However, the
provisions of the Governing Document for each series of offered certificates
will vary depending upon the nature of the certificates to be issued thereunder
and the nature of the related trust assets. The following summaries describe
select provisions that may appear in the Governing Document for each series of
offered certificates. The prospectus supplement for each series of offered
certificates will provide material additional information regarding the
Governing Document for that series. The summaries in this prospectus do not
purport to be complete, and you should refer to the provisions of the Governing
Document for your offered certificates and, further, to the description of those
provisions in the related prospectus supplement. We will provide a copy of the
Governing Document, exclusive of exhibits, that relates to your offered
certificates, without charge, upon written request addressed to our principal
executive offices specified under "The Depositor."


                                      -91-



ASSIGNMENT OF MORTGAGE ASSETS

     At the time of initial issuance of any series of offered certificates, we
will acquire and assign, or cause to be directly assigned, to the designated
trustee those mortgage loans or mortgage-backed securities and any other assets
to be included in the related trust fund. We will specify in the related
prospectus supplement all material documents to be delivered, and all other
material actions to be taken, by us or any prior holder of the related
underlying mortgage loans or mortgage-backed securities in connection with that
assignment. We will also specify in the related prospectus supplement any
remedies available to the related certificateholders, or the related trustee on
their behalf, in the event that any of those material documents are not
delivered or any of those other material actions are not taken as required.
Concurrently with that assignment, the related trustee will deliver to us or our
designee the certificates of that series in exchange for the mortgage assets and
the other assets to be included in the related trust.

     Each mortgage asset included in one of our trusts will be identified in a
schedule appearing as an exhibit to the related Governing Document. That
schedule generally will include detailed information about each mortgage asset
transferred to the related trust, including:

     o    in the case of a mortgage loan--

          1.   the address of the related real property,

          2.   the mortgage interest rate and, if applicable, the applicable
               index, gross margin, adjustment date and any rate cap
               information,

          3.   the remaining term to maturity,

          4.   if the mortgage loan is a balloon loan, the remaining
               amortization term, and

          5.   the outstanding principal balance; and

     o    in the case of a mortgage-backed security--

          1.   the outstanding principal balance, and

          2.   the pass-through rate or coupon rate.

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO MORTGAGE ASSETS

     If and to the extent set forth in the prospectus supplement for any series
of offered certificates, we will, with respect to each mortgage asset in the
related trust, make or assign, or cause to be made or assigned, a limited set of
representations and warranties covering, by way of example:

     o    the accuracy of the information set forth for each mortgage asset on
          the schedule of mortgage assets appearing as an exhibit to the
          Governing Document for that series;

     o    the warranting party's title to each mortgage asset and the authority
          of the warranting party to sell that mortgage asset; and

     o    in the case of a mortgage loan--

          1.   the enforceability of the related mortgage note and mortgage,

          2.   the existence of title insurance insuring the lien priority of
               the related mortgage, and


                                      -92-



          3.   the payment status of the mortgage loan.

     We will identify the warranting party, and give a more detailed summary of
the representations and warranties made thereby, in the related prospectus
supplement. In most cases, the warranting party will be a prior holder of the
particular mortgage assets. We will also specify in the related prospectus
supplement any remedies against the warranting party available to the related
certificateholders, or the related trustee on their behalf, in the event of a
material breach of any of those representations and warranties.

COLLECTION AND OTHER SERVICING PROCEDURES WITH RESPECT TO MORTGAGE LOANS

     The Governing Document for each series of offered certificates will govern
the servicing and administration of any mortgage loans included in the related
trust.

     In general, the related master servicer and special servicer, directly or
through primary servicers or sub-servicers, will be obligated to service and
administer for the benefit of the related certificateholders the mortgage loans
in any of our trusts. The master servicer and the special servicer will be
required to service and administer those mortgage loans in accordance with
applicable law and, further, in accordance with the terms of the related
Governing Document, the mortgage loans themselves and any instrument of credit
support included in that trust. Subject to the foregoing, the master servicer
and the special servicer will each have full power and authority to do any and
all things in connection with that servicing and administration that it may deem
necessary and desirable.

     As part of its servicing duties, each of the master servicer and the
special servicer for one of our trusts will be required to make reasonable
efforts to collect all payments called for under the terms and provisions of the
related mortgage loans that it services. In general, each of the master servicer
and the special servicer for one of our trusts will be obligated to follow those
collection procedures as are consistent with the servicing standard set forth in
the related Governing Document. Consistent with the foregoing, the master
servicer and the special servicer will each be permitted, in its discretion, to
waive any default interest or late payment charge in connection with collecting
a late payment on any defaulted mortgage loan.

     The master servicer and/or the special servicer for one or our trusts,
directly or through primary servicers or sub-servicers, will also be required to
perform various other customary functions of a servicer of comparable loans,
including:

     o    maintaining escrow or impound accounts for the payment of taxes,
          insurance premiums, ground rents and similar items, or otherwise
          monitoring the timely payment of those items;

     o    ensuring that the related properties are properly insured;

     o    attempting to collect delinquent payments;

     o    supervising foreclosures;

     o    negotiating modifications;

     o    responding to borrower requests for partial releases of the encumbered
          property, easements, consents to alteration or demolition and similar
          matters;

     o    protecting the interests of certificateholders with respect to senior
          lienholders;

     o    conducting inspections of the related real properties on a periodic or
          other basis;

     o    collecting and evaluating financial statements for the related real
          properties;


                                      -93-



     o    managing or overseeing the management of real properties acquired on
          behalf of the trust through foreclosure, deed-in-lieu of foreclosure
          or otherwise; and

     o    maintaining servicing records relating to mortgage loans in the trust.

     We will specify in the related prospectus supplement when, and the extent
to which, servicing of a mortgage loan is to be transferred from a master
servicer to a special servicer. In general, a special servicer for any of our
trusts will be responsible for the servicing and administration of:

     o    mortgage loans that are delinquent with respect to a specified number
          of scheduled payments;

     o    mortgage loans as to which there is a material non-monetary default;

     o    mortgage loans as to which the related borrower has--

          1.   entered into or consented to bankruptcy, appointment of a
               receiver or conservator or similar insolvency proceeding, or

          2.   become the subject of a decree or order for such a proceeding
               which has remained in force undischarged or unstayed for a
               specified number of days; and

     o    real properties acquired as part of the trust with respect to
          defaulted mortgage loans.

     The related Governing Document may also provide that if, in the judgment of
the related master servicer or other specified party, a payment default or a
material non-monetary default is reasonably foreseeable, the related master
servicer may elect or be required to transfer the servicing of that mortgage
loan, in whole or in part, to the related special servicer. When the
circumstances no longer warrant a special servicer's continuing to service a
particular mortgage loan, such as when the related borrower is paying in
accordance with the forbearance arrangement entered into between the special
servicer and that borrower, the master servicer will generally resume the
servicing duties with respect to the particular mortgage loan.

     A borrower's failure to make required mortgage loan payments may mean that
operating income from the related real property is insufficient to service the
mortgage debt, or may reflect the diversion of that income from the servicing of
the mortgage debt. In addition, a borrower that is unable to make mortgage loan
payments may also be unable to make timely payment of taxes and otherwise to
maintain and insure the related real property. In general, with respect to each
series of offered certificates, the related special servicer will be required to
monitor any mortgage loan in the related trust that is in default, evaluate
whether the causes of the default can be corrected over a reasonable period
without significant impairment of the value of the related real property,
initiate corrective action in cooperation with the mortgagor if cure is likely,
inspect the related real property and take any other actions as it deems
necessary and appropriate. A significant period of time may elapse before a
special servicer is able to assess the success of any corrective action or the
need for additional initiatives. The time period within which a special servicer
can--

     o    make the initial determination of appropriate action,

     o    evaluate the success of corrective action,

     o    develop additional initiatives,

     o    institute foreclosure proceedings and actually foreclose, or


                                      -94-



     o    accept a deed to a real property in lieu of foreclosure, on behalf of
          the certificateholders of the related series,

may vary considerably depending on the particular mortgage loan, the related
real property, the borrower, the presence of an acceptable party to assume the
mortgage loan and the laws of the jurisdiction in which the related real
property is located. If a borrower files a bankruptcy petition, the special
servicer may not be permitted to accelerate the maturity of the defaulted loan
or to foreclose on the related real property for a considerable period of time.
See "LEGAL ASPECTS OF MORTGAGE LOANS--Bankruptcy Laws."

     A special servicer for one of our trusts may also perform limited duties
with respect to mortgage loans in that trust for which the related master
servicer is primarily responsible, such as--

     o    performing property inspections and collecting, and

     o    evaluating financial statements.

     A master servicer for one of our trusts may perform limited duties with
respect to any mortgage loan in that trust for which the related special
servicer is primarily responsible, such as--

     o    continuing to receive payments on the mortgage loan,

     o    making calculations with respect to the mortgage loan, and

     o    making remittances and preparing reports to the related trustee and/or
          certificateholders with respect to the mortgage loan.

     The duties of the master servicer and special servicer for your series will
be more fully described in the related prospectus supplement.

     If and to the extent set forth in the related prospectus supplement, the
master servicer for your series will be responsible for filing and settling
claims with respect to particular mortgage loans for your series under any
applicable instrument of credit support. See "Description of Credit Support" in
this prospectus.

SERVICING MORTGAGE LOANS THAT ARE PART OF A LOAN COMBINATION

     Certain of the mortgage loans that are included in our trusts will be part
of a loan combination as described under "The Trust Fund--Mortgage Loans--Loan
Combinations." With respect to certain of those mortgage loans, the entire loan
combination may be serviced under the applicable Governing Document for our
trust, in which case the servicers under the Governing Document will have to
service the loan combination with regard to and considering the interests of the
holders of the non-trust mortgage loans included in the related loan
combination. With respect to other mortgage loans in our trusts that are part of
a loan combination, the entire loan combination may be serviced under a
servicing agreement for the securitization of a related non-trust loan in that
loan combination, in which case our servicers and the certificateholders of the
related series of certificates will have limited ability to control the
servicing of those mortgage loans. In any event, the related non-trust mortgage
loan noteholders may be permitted to exercise certain rights and direct certain
servicing actions with respect to the entire loan combination, including the
mortgage loan in our trust. See "RISK FACTORS--With Respect to Certain Mortgage
Loans Included in Our Trusts, the Mortgaged Property or Properties that Secure
the Subject Mortgage Loan in the Trust Also Secure One (1) or More Related
Mortgage Loans That Are Not in the Trust; The Interests of the Holders of Those
Non-Trust Mortgage Loans May Conflict with Your Interests."


                                      -95-



PRIMARY SERVICERS AND SUB-SERVICERS

     A master servicer or special servicer may delegate its servicing
obligations to one or more third-party servicers, primary servicers and
sub-servicers. In addition, an originator or a seller of a mortgage loan may act
as primary servicer or sub-servicer with respect to that mortgage loan after it
is included in one of our trusts. A primary servicer or sub-servicer with
respect to a particular mortgage loan will often have direct contact with the
related borrower and may effectively perform all of the related primary
servicing functions (other than special servicing functions), with related
collections and reports being forwarded by that primary servicer or sub-servicer
to the master servicer for aggregation of such items with the remaining mortgage
pool. However, unless we specify otherwise in the related prospectus supplement,
the master servicer or special servicer will remain obligated for performance of
the delegated duties under the related Governing Document. Each sub-servicing
agreement between a master servicer or special servicer, as applicable, and a
sub-servicer must provide for servicing of the applicable mortgage loans
consistent with the related Governing Document.

     Unless we specify otherwise in the related prospectus supplement, any
master servicer or special servicer for one of our trusts will be solely liable
for all fees owed by it to any sub-servicer, regardless of whether the master
servicer's or special servicer's compensation under the related Governing
Document is sufficient to pay those fees. Each sub-servicer will be entitled to
reimbursement from the related trust, through the master servicer or special
servicer, as the case may be, that retained it, for expenditures that it makes,
generally to the same extent that such master servicer or special servicer, as
the case may be, would be reimbursed under the related Governing Document.

     We will identify in the related prospectus supplement any primary servicer
or sub-servicer that, at the time of initial issuance of the subject offered
certificates, is affiliated with us or with the issuing entity or any sponsor
for the subject securitization transaction or is expected to be a servicer of
mortgage loans representing 10% or more of the related mortgage asset pool, by
balance.

COLLECTION OF PAYMENTS ON MORTGAGE-BACKED SECURITIES

     Unless we specify otherwise in the related prospectus supplement, if a
mortgage-backed security is included among the trust assets underlying any
series of offered certificates, then--

     o    that mortgage-backed security will be registered in the name of the
          related trustee or its designee;

     o    the related trustee will receive payments on that mortgage-backed
          security; and

     o    subject to any conditions described in the related prospectus
          supplement, the related trustee or a designated manager will, on
          behalf and at the expense of the trust, exercise all rights and
          remedies with respect to that mortgaged-backed security, including the
          prosecution of any legal action necessary in connection with any
          payment default.

ADVANCES

     If any trust established by us includes mortgage loans, then as and to the
extent described in the related prospectus supplement, the related master
servicer, the related special servicer, the related trustee, any related
provider of credit support and/or any other specified person may be obligated to
make, or may have the option of making, advances with respect to those mortgage
loans to cover--

     o    delinquent payments of principal and/or interest, other than balloon
          payments,

     o    property protection expenses,


                                      -96-



     o    other servicing expenses, or

     o    any other items specified in the related prospectus supplement.

     If there are any limitations with respect to a party's advancing
obligations, we will discuss those limitations in the related prospectus
supplement.

     Advances are intended to maintain a regular flow of scheduled interest and
principal payments to certificateholders. Advances are not a guarantee against
losses. The advancing party will be entitled to recover all of its advances out
of--

     o    subsequent recoveries on the related mortgage loans, including amounts
          drawn under any fund or instrument constituting credit support, and

     o    any other specific sources identified in the related prospectus
          supplement.

     If and to the extent that we so specify in the related prospectus
supplement, any entity making advances will be entitled to receive interest on
some or all of those advances for a specified period during which they are
outstanding at the rate specified in that prospectus supplement. That entity may
be entitled to payment of interest on its outstanding advances--

     o    periodically from general collections on the mortgage assets in the
          related trust, prior to any payment to the related series of
          certificateholders, or

     o    at any other times and from any sources as we may describe in the
          related prospectus supplement.

     If any trust established by us includes mortgage-backed securities, we will
discuss in the related prospectus supplement any comparable advancing
obligations with respect to those securities or the mortgage loans that back
them.

MATTERS REGARDING THE MASTER SERVICER, THE SPECIAL SERVICER, THE MANAGER AND US

     Unless we specify otherwise in the related prospectus supplement, the
master servicer, special servicer or manager for any of our trusts may each
resign from its obligations in that capacity, upon--

     o    the appointment of, and the acceptance of that appointment by, a
          successor to the resigning party and receipt by the related trustee of
          written confirmation from each applicable rating agency that the
          resignation and appointment will not result in a withdrawal or
          downgrade of any rating assigned by that rating agency to any class of
          certificates of the related series, or

     o    a determination that those obligations are no longer permissible under
          applicable law or are in material conflict by reason of applicable law
          with any other activities carried on by the resigning party.

     In general, no resignation will become effective until the related trustee
or other successor has assumed the obligations and duties of the resigning
master servicer, special servicer or manager, as the case may be. In some cases,
the appointment of a successor master servicer may require our consent, but if
we have not responded to a request for consent to a successor within the
requisite time period, that consent may be deemed to have been given. If the
duties of the master servicer or the special servicer are transferred to a
successor thereto, the master servicing fee and the special servicing fee and,
except as otherwise described in the related prospectus supplement, any workout
fee and/or any liquidation fee, as applicable, that accrues or otherwise becomes
payable under the Governing Document from and after the date of such transfer
will be payable to such successor. The

                                      -97-



Governing Document will require the resigning master servicer or special
servicer to pay all costs and expenses in connection with its resignation and
the resulting transfer of servicing.

     With respect to each series of offered certificates, we and the related
master servicer, special servicer and/or manager, if any, will, in each case, be
obligated to perform only those duties specifically required under the related
Governing Document.

     In no event will we, any master servicer, special servicer or manager for
one of our trusts, or any of our or their respective members, managers,
directors, officers, employees or agents, be under any liability to that trust
or the related certificateholders for any action taken, or not taken, in good
faith under the related Governing Document or for errors in judgment. Neither we
nor any of those other parties to the related Governing Document will be
protected, however, against any liability that would otherwise be imposed by
reason of--

     o    willful misfeasance, bad faith or gross negligence in the performance
          of obligations or duties under the related Governing Document for any
          series of offered certificates, or

     o    reckless disregard of those obligations and duties.

     Furthermore, the Governing Document for each series of offered certificates
will entitle us, the master servicer, special servicer and/or manager for the
related trust, and our and their respective members, managers, directors,
officers, employees and agents, to indemnification out of the related trust
assets for any loss, liability or expense incurred in connection with any legal
action or claim that relates to that Governing Document or series of offered
certificates or to the related trust. The indemnification will not extend,
however, to any such loss, liability or expense:

     o    specifically required to be borne by the relevant party, without right
          of reimbursement, under the terms of that Governing Document;

     o    incurred in connection with any legal action or claim against the
          relevant party resulting from any breach of a representation or
          warranty made in that Governing Document; or

     o    incurred in connection with any legal action or claim against the
          relevant party resulting from any willful misfeasance, bad faith or
          gross negligence in the performance of obligations or duties under
          that Governing Document or reckless disregard of those obligations and
          duties.

     Neither we nor any master servicer, special servicer or manager for the
related trust will be under any obligation to appear in, prosecute or defend any
legal action unless:

     o    the action is related to the respective responsibilities of that party
          under the Governing Document for the affected series of offered
          certificates; and

     o    either--

          1.   that party is specifically required to bear the expense of the
               action, or

          2.   the action will not, in its opinion, involve that party in any
               ultimate expense or liability for which it would not be
               reimbursed under the Governing Document for the affected series
               of offered certificates.

     However, we and each of those other parties may undertake any legal action
that may be necessary or desirable with respect to the enforcement or protection
of the rights and duties of the parties to the Governing Document for any series
of offered certificates and the interests of the certificateholders of that
series under that

                                      -98-



Governing Document. In that event, the legal expenses and costs of the action,
and any liability resulting from the action, will be expenses, costs and
liabilities of the related trust and payable out of related trust assets.

     With limited exception, any person or entity--

     o    into which we or any related master servicer, special servicer or
          manager may be merged or consolidated, or

     o    resulting from any merger or consolidation to which we or any related
          master servicer, special servicer or manager is a party, or

     o    succeeding to all or substantially all of our business or the business
          of any related master servicer, special servicer or manager,

will be the successor of us or that master servicer, special servicer or
manager, as the case may be, under the Governing Document for a series of
offered certificates.

     The compensation arrangements with respect to any master servicer, special
servicer or manager for any of our trusts will be set forth in the related
prospectus supplement. In general, that compensation will be payable out of the
related trust assets.

EVENTS OF DEFAULT

     We will identify in the related prospectus supplement the various events of
default under the Governing Document for each series of offered certificates for
which any related master servicer, special servicer or manager may be terminated
in that capacity. In general, the Governing Document for each series of offered
certificates will provide that if the defaulting party is terminated as a result
of any such event of default, and if a non-defaulting party to that Governing
Document incurs any costs or expenses in connection with the termination of the
defaulting party and the transfer of the defaulting party's duties under that
Governing Document, then those costs and expenses of such non-defaulting party
must be borne by the defaulting party, and if not paid by the defaulting party
within a specified period after its termination, such non-defaulting party will
be entitled to indemnification for those costs and expenses from the related
trust fund, although the defaulting party will not thereby be relieved of its
liability for those costs and expenses.

AMENDMENT

     The Governing Document for each series of offered certificates may be
amended by the parties thereto, without the consent of any of the holders of
those certificates, or of any non-offered certificates of the same series, for
the following reasons:

     1.   to cure any ambiguity;

     2.   to correct, modify or supplement any provision in the Governing
          Document which may be inconsistent with any other provision in that
          document or with the description of that document set forth in this
          prospectus or the related prospectus supplement;

     3.   to add any other provisions with respect to matters or questions
          arising under the Governing Document that are not inconsistent with
          the existing provisions of that document;

     4.   to the extent applicable, to relax or eliminate any requirement under
          the Governing Document imposed by the provisions of the Internal
          Revenue Code relating to REMICs or grantor trusts if

                                      -99-



          the provisions of the Internal Revenue Code are amended or clarified
          so as to allow for the relaxation or elimination of that requirement;

     5.   to relax or eliminate any requirement under the Governing Document
          imposed by the Securities Act, or the rules under that Act if that Act
          or those rules are amended or clarified so as to allow for the
          relaxation or elimination of that requirement;

     6.   to comply with any requirements imposed by the Internal Revenue Code
          or any final, temporary or, in some cases, proposed regulation,
          revenue ruling, revenue procedure or other written official
          announcement or interpretation relating to federal income tax laws, or
          to avoid a prohibited transaction or reduce the incidence of any tax
          that would arise from any actions taken with respect to the operation
          of any REMIC or grantor trust created under the Governing Document;

     7.   to the extent applicable, to modify, add to or eliminate the transfer
          restrictions relating to the certificates which are residual interests
          in a REMIC;

     8.   to further clarify or amend any provision of the Governing Document to
          reflect the new agreement between the parties regarding SEC reporting
          and filing obligations and related matters; or

     9.   to otherwise modify or delete existing provisions of the Governing
          Document.

     However, no amendment of the Governing Document for any series of offered
certificates that is covered solely by clauses 3. or 8. above, may adversely
affect in any material respect the interests of any holders of offered or
non-offered certificates of that series. In addition, if the related trust is
intended to be a "qualifying special purpose entity" under FASB 140, then no
such amendment may significantly change the activities of the related trust.

     In general, the Governing Document for a series of offered certificates may
also be amended by the parties to that document, with the consent of the holders
of offered and non-offered certificates representing, in total, not less than 66
2/3%, or any other percentage specified in the related prospectus supplement, of
all the voting rights allocated to the certificateholders of that series.
However, the Governing Document for a series of offered certificates may not be
amended to--

     o    reduce in any manner the amount of, or delay the timing of, payments
          received on the related underlying mortgage loans or mortgage-backed
          securities that are required to be distributed on any offered or
          non-offered certificate of that series without the consent of the
          holder of that certificate; or

     o    adversely affect in any material respect the interests of the holders
          of any class of offered or non-offered certificates of that series in
          any other manner without the consent of the holders of all
          certificates of that class; or

     o    modify the provisions of the Governing Document relating to amendments
          of that document without the consent of the holders of all offered and
          non-offered certificates of that series then outstanding; or

     o    modify the specified percentage of voting rights which is required to
          be held by certificateholders to consent, approve or object to any
          particular action under the Governing Document without the consent of
          the holders of all offered and non-offered certificates of that series
          then outstanding; or

     o    if the related trust is intended to be a "qualifying special purpose
          entity" under FASB 140, significantly change the activities of the
          related trust without the consent of the holders of offered

                                      -100-



          and non-offered certificates of that series representing, in total,
          not less than a majority of the voting rights for that series, without
          regard to any of those certificates held by us or any of our
          affiliates or agents.

Notwithstanding the foregoing, the Governing Document for any series of offered
certificates may provide that we need not be a party to any amendment to that
Governing Document, but rather may provide that any such amendment may not
adversely affect our rights and/or interests without our consent.

LIST OF CERTIFICATEHOLDERS

     Upon written request of three or more certificateholders of record of any
series made for purposes of communicating with other holders of certificates of
the same series with respect to their rights under the related Governing
Document, the related trustee or other certificate registrar of that series will
afford the requesting certificateholders access during normal business hours to
the most recent list of certificateholders of that series. However, the trustee
may first require a copy of the communication that the requesting
certificateholders propose to send.

THE TRUSTEE

     The trustee for each series of offered certificates will be named in the
related prospectus supplement. The commercial bank, banking association, banking
corporation or trust company that serves as trustee for any series of offered
certificates may have typical banking relationships with the us and our
affiliates and with any of the other parties to the related Governing Document
and its affiliates.

DUTIES OF THE TRUSTEE

     The trustee for each series of offered certificates will not--

     o    make any representation as to the validity or sufficiency of those
          certificates, the related Governing Document or any underlying
          mortgage asset or related document, or

     o    be accountable for the use or application by or on behalf of any other
          party to the related Governing Document of any funds paid to that
          party with respect to those certificates or the underlying mortgage
          assets.

     If no event of default has occurred and is continuing under the related
Governing Document, the trustee for each series of offered certificates will be
required to perform only those duties specifically required under the related
Governing Document. However, upon receipt of any of the various certificates,
reports or other instruments required to be furnished to it under the related
Governing Document, the trustee must examine those documents and determine
whether they conform to the requirements of that Governing Document.

MATTERS REGARDING THE TRUSTEE

     As and to the extent described in the related prospectus supplement, the
fees and normal disbursements of the trustee for any series of offered
certificates may be the expense of the related master servicer or other
specified person or may be required to be paid by the related trust assets.

     The trustee for each series of offered certificates and each of its
directors, officers, employees, affiliates, agents and "control persons" within
the meaning of the Securities Act will be entitled to indemnification, out of
related trust assets, for any loss, liability or expense incurred by that
trustee or any of those other persons in connection with that trustee's
acceptance or administration of its trusts under the related Governing Document.
However, the indemnification of a trustee or any of its directors, officers,
employees, affiliates, agents and "control persons" will not extend to any loss,
liability or expense incurred by reason of willful misfeasance, bad

                                      -101-



faith or gross negligence on the part of the trustee in the performance of its
obligations and duties under the related Governing Document.

     No trustee for any series of offered certificates will be liable for any
action reasonably taken, suffered or omitted by it in good faith and believed by
it to be authorized by the related Governing Document.

     No trustee for any series of offered certificates will be under any
obligation to exercise any of the trusts or powers vested in it by the related
Governing Document or to institute, conduct or defend any litigation under or in
relation to that Governing Document at the request, order or direction of any of
the certificateholders of that series, unless those certificateholders have
offered the trustee reasonable security or indemnity against the costs, expenses
and liabilities that may be incurred as a result.

     No trustee for any series of offered certificates will be required to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties under the related Governing Document, or in the
exercise of any of its rights or powers, if it has reasonable grounds for
believing that repayment of those funds or adequate indemnity against that risk
or liability is not reasonably assured to it.

     The trustee for each series of offered certificates will be entitled to
execute any of its trusts or powers and perform any of its duties under the
related Governing Document, either directly or by or through agents or
attorneys. The trustee will not be responsible for any willful misconduct or
gross negligence on the part of any agent or attorney appointed by it with due
care.

     The protections, immunities and indemnities afforded to the trustee for one
of our trusts will also be available to it in its capacity as authenticating
agent, certificate registrar, tax administrator and custodian for that trust.

RESIGNATION AND REMOVAL OF THE TRUSTEE

     The trustee for any series of offered certificates may resign at any time
by giving written notice thereof to us, the master servicer, the special
servicer and all certificateholders. Upon receiving such notice, we will be
obligated to appoint a successor to a resigning trustee. If no successor trustee
has been appointed and has accepted appointment within 30 days after the giving
of such notice of resignation, the resigning trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee.

     In general, if--

     o    at any time the trustee ceases to be eligible in accordance with the
          provisions of the Governing Document and fails to resign after we make
          a written request for the trustee to resign, or

     o    if at any time the trustee becomes incapable of acting, or is adjudged
          bankrupt or insolvent, or a receiver of the trustee or of its property
          is appointed, or any public officer takes charge or control of the
          trustee or of its property or affairs for the purpose of
          rehabilitation, conservation or liquidation, or

     o    if the trustee fails (other than by reason of the failure of either
          the master servicer or the special servicer to timely perform its
          obligations or as a result of other circumstances beyond the trustee's
          reasonable control) to timely deliver or otherwise make available in
          accordance with the Governing Document certain reports or statements
          required under the Governing Document and such failure continues
          unremedied for a period set forth in the Governing Document after
          receipt of written notice by the trustee of such failure, or


                                      -102-



     o    if a tax is imposed or threatened with respect to the trust fund by
          any state in which the trustee is located or in which it holds any
          portion of the trust fund,

then we may remove the trustee and appoint a successor trustee acceptable to us
and the master servicer by written instrument, in duplicate, which instrument
must be delivered to the trustee so removed and to the successor trustee.

     In addition, unless we indicate otherwise in the related prospectus
supplement, the holders of the offered and non-offered certificates of a subject
series of certificates evidencing not less than 51%--or any other percentage
specified in the related prospectus supplement--of the voting rights for that
series may at any time remove the trustee and appoint a successor trustee by
written instrument(s), signed by such holders or their attorneys-in-fact,
delivered to the master servicer, the trustee so removed and the successor
trustee so appointed.

     In the event that the trustee is terminated or removed, all of its rights
and obligations under the Governing Document and in and to the trust assets will
be terminated, other than any rights or obligations that accrued prior to the
date of such termination or removal, including the right to receive all fees,
expenses, advances, interest on advances and other amounts accrued or owing to
it under the Governing Document with respect to periods prior to the date of
such termination or removal, and no termination without cause will be effective
until the payment of those amounts to the trustee. Any resignation or removal of
the trustee and appointment of a successor trustee will not become effective
until acceptance of appointment by the successor trustee. The Governing Document
will generally provide that the predecessor trustee is required to deliver to
the successor trustee--at the expense of the certificateholders that effected
the removal if the trustee has been removed without cause, otherwise, if the
trustee has been removed with cause or not at the request of certificateholders,
or if such expenses are not paid by such certificateholders within a specified
period, at the expense of the trust--all documents related to the mortgage
assets held by it or its agent and statements held by it under the Governing
Document.

                         DESCRIPTION OF THE CERTIFICATES

GENERAL

     Each series of offered certificates, together with any non-offered
certificates of the same series, will represent the entire beneficial ownership
interests in a trust established by us. Each series of offered certificates will
consist of one or more classes. Any non-offered certificates of that series will
likewise consist of one or more classes.

     A series of certificates consists of all those certificates that--

     o    have the same series designation;

     o    were issued under the same Governing Document; and

     o    represent beneficial ownership interests in the same trust.

     A class of certificates consists of all those certificates of a particular
series that--

     o    have the same class designation; and

     o    have the same payment terms.


                                      -103-



     The respective classes of offered and non-offered certificates of any
series may have a variety of payment terms. An offered certificate may entitle
the holder to receive:

     o    a stated principal amount, which will be represented by its principal
          balance, if any;

     o    interest on a principal balance or notional amount, at a fixed,
          floating, adjustable or variable pass-through rate, which pass-through
          rate may change as of a specified date or upon the occurrence of
          specified events or for any other reason from one accrual or payment
          period to another, as described in the related prospectus supplement;

     o    specified, fixed or variable portions of the interest, principal or
          other amounts received on the related underlying mortgage loans or
          mortgage-backed securities;

     o    payments of principal, with disproportionate, nominal or no payments
          of interest;

     o    payments of interest, with disproportionate, nominal or no payments of
          principal;

     o    payments of interest on a deferred or partially deferred basis, which
          deferred interest may be added to the principal balance, if any, of
          the subject class of offered certificates or which deferred interest
          may or may not accrue interest, all as set forth in the related
          prospectus supplement;

     o    payments of interest or principal that commence only as of a specified
          date or only after the occurrence of specified events, such as the
          payment in full of the interest and principal outstanding on one or
          more other classes of certificates of the same series;

     o    payments of interest or principal that are, in whole or in part,
          calculated based on or payable specifically or primarily from payments
          or other collections on particular related underlying mortgage loans
          or mortgage-backed securities;

     o    payments of principal to be made, from time to time or for designated
          periods, at a rate that is--

          1.   faster and, in some cases, substantially faster, or

          2.   slower and, in some cases, substantially slower, than the rate at
               which payments or other collections of principal are received on
               the related underlying mortgage loans or mortgage-backed
               securities;

     o    payments of principal to be made, subject to available funds, based on
          a specified principal payment schedule or other methodology;

     o    payments of principal that may be accelerated or slowed in response to
          a change in the rate of principal payments on the related underlying
          mortgage loans or mortgage-backed securities in order to protect the
          subject class of offered certificates or, alternatively, to protect
          one or more other classes of certificates of the same series from
          prepayment and/or extension risk;

     o    payments of principal out of amounts other than payments or other
          collections of principal on the related underlying mortgage loans or
          mortgage-backed securities such as excess spread on the related
          underlying mortgage loans or mortgage-backed securities or amounts
          otherwise payable as interest with respect to another class of
          certificates of the same series, which other class of certificates
          provides for the deferral of interest payments thereon;


                                      -104-



     o    payments of residual amounts remaining after required payments have
          been made with respect to other classes of certificates of the same
          series; or

     o    payments of all or part of the prepayment or repayment premiums, fees
          and charges, equity participations payments or other similar items
          received on the related underlying mortgage loans or mortgage-backed
          securities.

     Any class of offered certificates may be senior or subordinate to or pari
passu with one or more other classes of certificates of the same series,
including a non-offered class of certificates of that series, for purposes of
some or all payments and/or allocations of losses or other shortfalls.

     A class of offered certificates may have two or more component parts, each
having characteristics that are described in this prospectus as being
attributable to separate and distinct classes. For example, a class of offered
certificates may have a total principal balance on which it accrues interest at
a fixed, floating, adjustable or variable rate. That class of offered
certificates may also accrue interest on a total notional amount at a different
fixed, floating, adjustable or variable rate. In addition, a class of offered
certificates may accrue interest on one portion of its total principal balance
or notional amount at one fixed, floating, adjustable or variable rate and on
another portion of its total principal balance or notional amount at a different
fixed, floating, adjustable or variable rate. Furthermore, a class of offered
certificates may be senior to another class of certificates of the same series
in some respects, such as receiving payments out of payments and other
collections on particular related underlying mortgage loans or mortgage-backed
securities, but subordinate in other respects, such as receiving payments out of
the payments and other collections on different related underlying mortgage
loans or mortgage-backed securities.

     Each class of offered certificates will be issued in minimum denominations
corresponding to specified principal balances, notional amounts or percentage
interests, as described in the related prospectus supplement. A class of offered
certificates may be issued in fully registered, definitive form and evidenced by
physical certificates or may be issued in book-entry form through the facilities
of The Depository Trust Company. Offered certificates held in fully registered,
definitive form may be transferred or exchanged, subject to any restrictions on
transfer described in the related prospectus supplement, at the location
specified in the related prospectus supplement, without the payment of any
service charges, except for any tax or other governmental charge payable in
connection with the transfer or exchange. Interests in offered certificates held
in book-entry form will be transferred on the book-entry records of DTC and its
participating organizations. If we so specify in the related prospectus
supplement, we will arrange for clearance and settlement through Clearstream
Banking, societe anonyme or the Euroclear System, for so long as they are
participants in DTC.

PAYMENTS ON THE CERTIFICATES

     General. Payments on a series of offered certificates may occur monthly,
bi-monthly, quarterly, semi-annually, annually or at any other specified
interval. Payments and other collections on or with respect to the related
underlying mortgage loans or mortgage-backed securities will be the primary
source of funds payable on a series of offered certificates. In the prospectus
supplement for each series of offered certificates, we will identify:

     o    the frequency of distributions and the periodic distribution date for
          that series,

     o    the relevant collection period for payments and other collections on
          or with respect to the related underlying mortgage loans or
          mortgage-backed securities that are payable on that series on any
          particular distribution date; and

     o    the record date as of which certificateholders entitled to payments on
          any particular distribution date will be established.


                                      -105-



     All payments with respect to a class of offered certificates on any
distribution date will be allocated pro rata among the outstanding certificates
of that class in proportion to the respective principal balances, notional
amounts or percentage interests, as the case may be, of those certificates.
Payments on an offered certificate will be made to the holder entitled thereto
either--

     o    by wire transfer of immediately available funds to the account of that
          holder at a bank or similar entity, provided that the holder has
          furnished the party making the payments with wiring instructions no
          later than the applicable record date, or in most cases, a specified
          number of days, generally no more than five, prior to that date, and
          has satisfied any other conditions specified in the related prospectus
          supplement, or

     o    by check mailed to the address of that holder as it appears in the
          certificate register, in all other cases.

     In general, the final payment on any offered certificate will be made only
upon presentation and surrender of that certificate at the location specified to
the holder in notice of final payment.

     In connection with the offering and issuance of each series of offered
certificates, we will include the following information in the related
prospectus supplement:

     o    the flow of funds for the transaction, including the payment
          allocations, rights and distribution priorities among all classes of
          the subject offered certificates, and within each class of those
          offered certificates, with respect to cash flows;

     o    any specified changes to the transaction structure that would be
          triggered upon a default or event of default on the related trust
          assets, such as a change in distribution priority among classes;

     o    any credit enhancement, guaranteed investment contracts, interest rate
          exchange agreements, interest rate floor or cap agreements and/or
          currency exchange agreements, that are designed to enhance credit,
          facilitate the timely payment of monies due on the mortgage assets or
          owing to certificateholders, adjust the rate of return on those
          offered certificates, or preserve monies that will or might be
          distributed to certificateholders;

     o    how cash held pending distribution or other uses is held and invested,
          the length of time cash will be held pending distributions to
          certificateholders, the identity of the party or parties with access
          to cash balances and the authority to invest cash balances, the
          identity of the party or parties making decisions regarding the
          deposit, transfer or disbursement of mortgage asset cash flows and
          whether there will be any independent verification of the transaction
          accounts or account activity; and

     o    an itemized list (in tabular format) of fees and expenses to be paid
          or payable out of the cash flows from the related underlying mortgage
          loans or mortgage-backed securities.

     In the flow of funds discussion in any prospectus supplement, we will
provide information regarding any directing of cash flows from the trust assets
- such as to reserve accounts, cash collateral accounts or expenses - and the
purpose and operation of those requirements.

     Payments of Interest. In the case of a class of interest-bearing offered
certificates, interest will accrue from time to time, at the applicable
pass-through rate and in accordance with the applicable interest accrual method,
on the total outstanding principal balance or notional amount of that class.
However, in some cases, the interest payable with respect to a class of
interest-bearing offered certificates will equal a specified percentage or other
specified portion, calculated as described in the related prospectus supplement,
of the interest accrued or

                                      -106-



payable, as applicable, on some or all of the related underlying mortgage loans
or mortgage-backed securities or on a particular related underlying mortgage
loan or mortgage-backed security.

     The pass-through rate for a class of interest-bearing offered certificates
may be fixed, floating, adjustable or variable. For example, the pass-through
rate for a class of interest-bearing offered certificates may be:

     o    a specified fixed rate;

     o    a rate based on the interest rate for a particular related mortgage
          asset;

     o    a rate based on a weighted average of the interest rates for some or
          all of the related underlying mortgage loans or mortgage-backed
          securities, except that for purposes of calculating that weighted
          average rate any or all of the underlying rates may first be subject
          to a cap or floor or be increased or decreased by a specified spread
          or percentage or a spread or percentage calculated based on a
          specified formula, with any such underlying rate adjustments permitted
          to vary from mortgage asset to mortgage asset or, in the case of any
          particular mortgage asset, from one accrual or payment period to
          another;

     o    a rate that resets periodically based upon, and that varies either
          directly or indirectly with, the value from time to time of a
          designated objective index, such as the London interbank offered rate,
          a particular prime lending rate, a particular Treasury rate, the
          average cost of funds of one or more financial institutions or another
          similar index rate, as determined from time to time as set forth in
          the related prospectus supplement;

     o    a rate that is equal to the product of (a) a rate described in any of
          the foregoing bullets in this sentence, multiplied by (b) a specified
          percentage or a percentage calculated based on a specified formula,
          which specified percentage or specified formula may vary from one
          accrual or payment period to another;

     o    a rate that is equal to (a) a rate described in any of the foregoing
          bullets in this sentence, increased or decreased by (b) a specified
          spread or a spread calculated based on a specified formula, which
          specified spread or specified formula may vary from one accrual or
          payment period to another;

     o    a floating, adjustable or otherwise variable rate that is described in
          any of the foregoing bullets in this sentence, except that it is
          limited by (a) a cap or ceiling that establishes either a maximum rate
          or a maximum number of basis points by which the rate may increase
          from one accrual or payment period to another or over the life of the
          subject offered certificates or (b) a floor that establishes either a
          minimum rate or a maximum number of basis points by which the rate may
          decrease from one accrual or payment period to another or over the
          life of the subject offered certificates;

     o    a rate that is described in any of the foregoing bullets in this
          sentence, except that it is subject to a limit on the amount of
          interest to be paid on the subject offered certificates in any accrual
          or payment period that is based on the total amount available for
          distribution;

     o    the highest, lowest or average of any two or more of the rates
          described in the foregoing bullets in this sentence, or the
          differential between any two of the rates described in the foregoing
          bullets in this sentence; or

     o    a rate that is based on (a) one fixed rate during one or more accrual
          or payment periods and a different fixed rate or rates, or any other
          rate or rates described in any of the foregoing bullets in this
          sentence, during other accrual or payment periods or (b) a floating,
          adjustable or otherwise

                                      -107-



          variable rate described in any of the foregoing bullets in this
          sentence, during one or more accrual or payment periods and a fixed
          rate or rates, or a different floating, adjustable or otherwise
          variable rate or rates described in any of the foregoing bullets in
          this sentence during other accrual or payment periods.

     We will specify in the related prospectus supplement the pass-through rate
for each class of interest-bearing offered certificates or, in the case of a
floating, adjustable or variable pass-through rate, the method for determining
that pass-through rate and how frequently it will be determined. If the rate to
be paid with respect to any class of offered certificates can be a combination
of two or more rates, we will provide information in the related prospectus
supplement regarding each of those rates and when it applies.

     Interest may accrue with respect to any offered certificate on the basis
of:

     o    a 360-day year consisting of 12 30-day months,

     o    the actual number of days elapsed during each relevant period in a
          year assumed to consist of 360 days,

     o    the actual number of days elapsed during each relevant period in a
          normal calendar year, or

     o    any other method identified in the related prospectus supplement.

     We will identify the interest accrual method for each class of offered
certificates in the related prospectus supplement.

     Subject to available funds and any adjustments to interest entitlements
described in the related prospectus supplement, accrued interest with respect to
each class of interest-bearing offered certificates will normally be payable on
each distribution date. However, in the case of some classes of interest-bearing
offered certificates, payments of accrued interest will only begin on a
particular distribution date or under the circumstances described in the related
prospectus supplement. Prior to that time, the amount of accrued interest
otherwise payable on that class will be added to its total principal balance on
each date or otherwise deferred as described in the related prospectus
supplement.

     If a class of offered certificates accrues interest on a total notional
amount, that total notional amount, in general, will be either:

     o    based on the principal balances of some or all of the related
          underlying mortgage loans or mortgage-backed securities; or

     o    equal to the total principal balances of one or more other classes of
          certificates of the same series.

     Reference to the notional amount of any certificate is solely for
convenience in making calculations of interest and does not represent the right
to receive any payments of principal.

     We will describe in the related prospectus supplement the extent to which
the amount of accrued interest that is payable on, or that may be added to the
total principal balance of, a class of interest-bearing offered certificates may
be reduced as a result of any contingencies, including shortfalls in interest
collections due to prepayments, delinquencies, losses and deferred interest on
the related underlying mortgage loans or mortgage-backed securities.

     Payments of Principal. An offered certificate may or may not have a
principal balance. If it does, that principal balance outstanding from time to
time will represent the maximum amount that the holder of that

                                      -108-



certificate will be entitled to receive as principal out of the future cash flow
on the related underlying mortgage loans or mortgage-backed securities and the
other related trust assets (which will be of the type described under "THE TRUST
FUND").

     The total outstanding principal balance of any class of offered
certificates will be reduced by--

     o    payments of principal actually made to the holders of that class, and

     o    if and to the extent that we so specify in the related prospectus
          supplement, losses of principal on the related underlying mortgage
          loans or mortgage-backed securities that are allocated to or are
          required to be borne by that class.

     A class of interest-bearing offered certificates may provide that payments
of accrued interest will only begin on a particular distribution date or under
the circumstances described in the related prospectus supplement. If so, the
total outstanding principal balance of that class may be increased by the amount
of any interest accrued, but not currently payable, on that class.

     We will describe in the related prospectus supplement any other adjustments
to the total outstanding principal balance of a class of offered certificates.

     We will specify the expected initial total principal balance of each class
of offered certificates in the related prospectus supplement. Unless we so state
in the related prospectus supplement, the initial total principal balance of a
series of certificates will not be greater than the total outstanding principal
balance of the related underlying mortgage loans or mortgage-backed securities
transferred by us to the related trust. We will specify in the related
prospectus supplement, if applicable the extent, expressed as a percentage,
initial total principal balance of a series of certificates is greater than or
less than the total outstanding principal balance of the related underlying
mortgage loans or mortgage-backed securities that we transfer to the trust

     The payments of principal to be made on a series of offered certificates
from time to time will, in general, be a function of the payments, other
collections and advances of principal received or made with respect to the
mortgage assets. Payments of principal on a series of offered certificates may
also be made from the following sources:

     o    amounts attributable to interest accrued but not currently payable on
          one or more other classes of certificates of the applicable series;

     o    interest received or advanced on the underlying mortgage assets that
          is in excess of the interest currently accrued on the certificates of
          the applicable series;

     o    prepayment premiums, fees and charges, payments from equity
          participations or any other amounts received on the underlying
          mortgage assets that do not constitute interest or principal; or

     o    any other amounts described in the related prospectus supplement.

     We will describe in the related prospectus supplement the principal
entitlement of each class of offered certificates on each distribution date
including any principal distribution schedules and formulas for calculating
principal distributions from cash flows on the trust assets. Payment priorities
among, principal distribution schedules for and formulas for calculating
principal, distributions from cash flows on the related trust assets with
respect to various classes of certificates of any particular series may be
affected by and/or subject to change based upon defaults and/or losses with
respect to the related trust assets or one or more particular trust assets
and/or liquidation, amortization, performance or similar riggers or events with
respect to the related trust assets or one or more particular trust assets. We
will identify in the related prospectus supplement the rights of
certificateholders


                                      -109-



and changes to the transaction structure or flow of funds if the events or
triggers described in the preceding sentence occur.

     The offered certificates will not have maturity dates in a traditional
sense, and it will not be an event of default if a class of offered certificates
is not paid in full by a specified date. However, if the offered certificates of
any particular class or series are not paid in full by a specified date, then,
as and to the extent described in the related prospectus supplement, the
applicable Governing Document may provide for a liquidation of a sufficient
amount of related underlying mortgage loans or mortgage-backed securities to
retire that class or series.

ALLOCATION OF LOSSES AND SHORTFALLS

     If and to the extent that any losses or shortfalls in collections on the
mortgage assets in any of our trusts are not covered or offset by delinquency
advances or draws on any reserve fund or under any instrument of credit support,
they will be allocated among the various classes of certificates of the related
series in the priority and manner, and subject to the limitations, specified in
the related prospectus supplement. As described in the related prospectus
supplement, the allocations may be effected as follows:

     o    by reducing the entitlements to interest and/or the total principal
          balances of one or more of those classes; and/or

     o    by establishing a priority of payments among those classes.

     See "DESCRIPTION OF CREDIT SUPPORT."

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE; REPORTS FILED WITH THE SEC

     All documents filed for the trust relating to a series of offered
certificates after the date of this prospectus and before the end of the related
offering with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act, are incorporated by reference in this prospectus and are a part of
this prospectus from the date of their filing. Any statement contained in a
document incorporated by reference in this prospectus is modified or superseded
for all purposes of this prospectus to the extent that a statement contained in
this prospectus--or in the related prospectus supplement--or in any other
subsequently filed document that also is incorporated by reference differs from
that statement. Any statement so modified or superseded shall not, except as so
modified or superseded, constitute a part of this prospectus.

     We or another transaction party on behalf of the trust for a series of
offered certificates will file the reports required under the Securities Act and
under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. These reports
include but are not limited to:

     o    Reports on Form 8-K (Current Report), following the issuance of the
          series of certificates of the related trust fund, including as
          Exhibits to the Form 8-K, various agreements or other documents
          specified in the related prospectus supplement, if applicable;

     o    Reports on Form 8-K (Current Report), following the occurrence of
          events specified in Form 8-K requiring disclosure, which are required
          to be filed within the time-frame specified in Form 8-K related to the
          type of event;

     o    Reports on Form 10-D (Asset-Backed Issuer Distribution Report),
          containing the distribution and pool performance information required
          on Form 10-D, which are required to be filed 15 days following each
          related distribution date; and


                                      -110-



     o    Report on Form 10-K (Annual Report), containing the items specified in
          Form 10-K with respect to a fiscal year and filing or furnishing, as
          appropriate, the required exhibits and the certification delivered
          pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

     We do not intend, and no other transaction party will be required, to file
with the SEC any reports required under Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act with respect to any of our trusts following completion of the
reporting period required by Rule 15d-1 or Regulation 15D under the Securities
Exchange Act of 1934. Unless specifically stated in the report, the reports and
any information included in the report will neither be examined nor reported on
by an independent public accountant. Each of our trusts will have a separate
file number assigned by the SEC, which unless otherwise specified in the related
prospectus supplement is not available until filing of the final prospectus
supplement related to the series. Reports filed with the SEC with respect to one
of our trusts after the final prospectus supplement is filed will be available
under trust's specific number, which will be a series number assigned to the
file number for our registration statement as shown under "AVAILABLE
INFORMATION."

     We anticipate that, with respect to each of our trusts, the annual reports
on Form 10-K, the distribution reports on Form 10-D, the current reports on Form
8-K and amendments to those reports filed or furnished pursuant to section 13(a)
or 15(d) of the Exchange Act will be made available on the website of the
related trustee or the website of such other transaction party as may be
identified in the prospectus supplement for the related series of offered
certificates, as soon as reasonably practicable after such material is
electronically filed with, or furnished to, the SEC. If this is the case, we
will identify in the applicable prospectus supplement the address of that
website. If the foregoing reports will not be made available in this manner,
then we will, in the related prospectus supplement, state whether an identified
transaction party voluntarily will provide electronic or paper copies of the
subject filings free of charge upon request.

     We will, or will cause another transaction party to, provide to each
person, including any beneficial owner, to whom a prospectus is delivered in
connection with any offered certificates, free of charge upon written or oral
request, a copy of any and all of the information that is incorporated by
reference in that prospectus but not delivered with that prospectus. We will, in
the related prospectus supplement, state the name, address and telephone number
to which the request for this information must be made.

REPORTS TO CERTIFICATEHOLDERS

     On or about each distribution date, the related master servicer, manager or
trustee will forward to each offered certificateholder a statement substantially
in the form, or specifying the information, set forth in the related prospectus
supplement. In general, that statement will include information regarding--

     o    the payments made on that distribution date with respect to the
          applicable class of offered certificates, and

     o    the recent performance of the mortgage assets.

     Within a reasonable period of time after the end of each calendar year, the
related master servicer, manager or trustee, as the case may be, will be
required to furnish to each person who at any time during the calendar year was
a holder of an offered certificate, upon request, a statement containing
information regarding the principal, interest and other amounts paid on the
applicable class of offered certificates, aggregated for--

     o    that calendar year, or

     o    the applicable portion of that calendar year during which the person
          was a certificateholder.


                                      -111-



The obligation to provide that annual statement will be deemed to have been
satisfied by the related master servicer, manager or trustee, as the case may
be, to the extent that substantially comparable information is provided in
accordance with any requirements of the Internal Revenue Code.

     If one of our trusts includes mortgage-backed securities, the ability of
the related master servicer, manager or trustee, as the case may be, to include
in any distribution date statement information regarding the mortgage loans that
back those securities will depend on comparable reports being received with
respect to them.

     Except as described in the related prospectus supplement, neither the
master servicer nor any other party to a Governing Document will be required to
provide certificateholders, or a trustee on their behalf, periodic evidence of
the absence of a default under, or of compliance with the terms of, that
Governing Document.

VOTING RIGHTS

     Voting rights will be allocated among the respective classes of offered and
non-offered certificates of each series in the manner described in the related
prospectus supplement. Certificateholders will generally not have a right to
vote, except--

     o    with respect to those amendments to the governing documents described
          under "DESCRIPTION OF THE GOVERNING DOCUMENTS--Amendment," or

     o    as otherwise specified in this prospectus or in the related prospectus
          supplement.

     As and to the extent described in the related prospectus supplement, the
certificateholders entitled to a specified amount of the voting rights for a
particular series will have the right to act as a group to remove or replace the
related trustee, master servicer, special servicer or manager. In general, that
removal or replacement must be for cause. We will identify exceptions in the
related prospectus supplement.

TERMINATION AND REDEMPTION

     The trust for each series of offered certificates will terminate and cease
to exist following:

     o    the final payment or other liquidation of the last mortgage asset in
          that trust; and

     o    the payment, or provision for payment (i) to the certificateholders of
          that series of all amounts required to be paid to them and (ii) to the
          trustee, the fiscal agent, the master servicer, the special servicer
          and the members, managers, officers, directors, employees and/or
          agents of each of them of all amounts which may have become due and
          owing to any of them under the Governing Document.

     Written notice of termination of a trust will be given to each affected
certificateholder prior to the date of termination. The final payment will be
made only upon presentation and surrender of the certificates of the related
series at the location to be specified in the notice of termination.

     If we so specify in the related prospectus supplement, one or more
designated parties will be entitled to purchase all of the mortgage assets
underlying a series of offered certificates, thereby effecting early retirement
of the certificates and early termination of the related trust. We will describe
in the related prospectus supplement which parties may exercise that purchase
option, the circumstances under which those parties may exercise that purchase
option and the price or the formula for determining the price.

     If we so specify in the related prospectus supplement, following the date
on which the total principal balances of the offered certificates are reduced to
zero, if all of the remaining certificates (but excluding any class


                                      -112-



of certificates evidencing a residual interest in a REMIC) are held by the same
certificateholder, that certificateholder will be entitled to exchange all of
the remaining certificates for all of the mortgage assets underlying that
series, thereby effecting the early termination of the related trust. We will
describe in the related prospectus supplement the specific circumstances under
which that exchange may occur.

     In addition, if we so specify in the related prospectus supplement, on a
specified date or upon the reduction of the total principal balance of a
specified class or classes of certificates by a specified percentage or amount,
a party designated in the related prospectus supplement may be authorized or
required to solicit bids for the purchase of all the mortgage assets of the
related trust or of a sufficient portion of the mortgage assets to retire that
class or those classes of certificates. The solicitation of bids must be
conducted in a commercially reasonable manner, and assets will, in general, be
sold at their fair market value or at such other price as may be set forth in,
or as may be calculated in accordance with the formula set forth in, the related
prospectus supplement. If the price at which the mortgage assets are sold is
less than their unpaid balance, plus accrued interest, then the holders of one
or more classes of certificates of the applicable series may receive an amount
less than the total principal balance of, and accrued and unpaid interest on,
their certificates.

     The title for any class of offered certificates with an optional redemption
or termination feature that may be exercised when 25% or more of the original
principal balance of the related mortgage asset pool is still outstanding, will
include the word "callable."

BOOK-ENTRY REGISTRATION

     General. Any class of offered certificates may be issued in book-entry form
through the facilities of DTC. If so, that class will be represented by one or
more global certificates registered in the name of DTC or its nominee. If we so
specify in the related prospectus supplement, we will arrange for clearance and
settlement through the Euroclear System or Clearstream Banking Luxembourg for so
long as they are participants in DTC.

     DTC, Euroclear and Clearstream. DTC is:

     o    a limited-purpose trust company organized under the New York Banking
          Law,

     o    a "banking corporation" within the meaning of the New York Banking
          Law,

     o    a member of the Federal Reserve System,

     o    a "clearing corporation" within the meaning of the New York Uniform
          Commercial Code, and

     o    a "clearing agency" registered under the provisions of Section 17A of
          the Securities Exchange Act.

     DTC was created to hold securities for participants in the DTC system and
to facilitate the clearance and settlement of securities transactions between
those participants through electronic computerized book-entry changes in their
accounts, thereby eliminating the need for physical movement of securities
certificates. Organizations that maintain accounts with DTC include securities
brokers and dealers, banks, trust companies and clearing corporations and may
include other organizations. DTC is owned by a number of its participating
organizations and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers, Inc. Access
to the DTC system is also available to others such as banks, brokers, dealers
and trust companies that directly or indirectly clear through or maintain a
custodial relationship with one of the organizations that maintains an account
with DTC. The rules applicable to DTC and its participating organizations are on
file with the SEC.


                                      -113-



     It is our understanding that Clearstream Banking Luxembourg holds
securities for its member organizations and facilitates the clearance and
settlement of securities transactions between its member organizations through
electronic book-entry changes in accounts of those organizations, thereby
eliminating the need for physical movement of certificates. Transactions may be
settled in Clearstream in any of 31 currencies, including United States dollars.
Clearstream provides to its member organizations, among other things, services
for safekeeping, administration, clearance and settlement of internationally
traded securities and securities lending and borrowing. Clearstream interfaces
with domestic securities markets in over 39 countries through established
depository and custodial relationships. As a professional depositary,
Clearstream is subject to regulation by the Luxembourg Monetary Institute.
Clearstream is registered as a bank in Luxembourg. It is subject to regulation
by the Commission de Surveillance du Secteur Financier, which supervises
Luxembourg banks. Clearstream's customers are world-wide financial institutions
including underwriters, securities brokers and dealers, banks, trust companies
and clearing corporations. Clearstream's U.S. customers are limited to
securities brokers and dealers, and banks. Currently, Clearstream has
approximately 2,500 customers located in over 94 countries, including all major
European countries, Canada and the United States. Indirect access to Clearstream
is available to other institutions that clear through or maintain a custodial
relationship with an account holder of Clearstream. Clearstream and Euroclear
have established an electronic bridge between their two systems across which
their respective participants may settle trades with each other.

     It is our understanding that Euroclear holds securities for its member
organizations and facilitates clearance and settlement of securities
transactions between its member organizations through simultaneous electronic
book-entry delivery against payment, thereby eliminating the need for physical
movement of certificates and any risk from lack of simultaneous transfers of
securities and cash. Over 150,000 different securities are accepted for
settlement through Euroclear, the majority of which are domestic securities from
over 32 markets. Transactions may be settled in Euroclear in any of over 30
currencies, including United States dollars. The Euroclear system includes
various other services, including securities lending and borrowing and
interfaces with domestic markets in several countries generally similar to the
arrangements for cross-market transfers with DTC described below in this
"--Book-Entry Registration" section. Euroclear is operated by Euroclear Bank
S.A./N.V., as Euroclear Operator, under a license agreement with Euroclear
Clearance System Public Limited Company. The Euroclear Operator is regulated and
examined by the Belgian Banking and Finance Commission and the National Bank of
Belgium. All operations are conducted by the Euroclear Operator, and all
Euroclear securities clearance accounts and Euroclear cash accounts are accounts
with the Euroclear Operator, not Euroclear Clearance System. Indirect access to
the Euroclear system is also available to other firms that clear through or
maintain a custodial relationship with a member organization of Euroclear,
either directly or indirectly. Euroclear and Clearstream have established an
electronic bridge between their two systems across which their respective
participants may settle trades with each other.

     Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Euroclear Terms and Conditions. The Euroclear Terms and
Conditions govern transfers of securities and cash within the Euroclear system,
withdrawal of securities and cash from the Euroclear system, and receipts of
payments with respect to securities in the Euroclear system. All securities in
the Euroclear system are held on a fungible basis without attribution of
specific securities to specific securities clearance accounts. The Euroclear
Operator acts under the Euroclear Terms and Conditions only on behalf of member
organizations of Euroclear and has no record of or relationship with persons
holding through those member organizations.

     The information in this prospectus concerning DTC, Euroclear and
Clearstream, and their book-entry systems, has been obtained from sources
believed to be reliable, but we do not take any responsibility for the accuracy
or completeness of that information.

     Holding and Transferring Book-Entry Certificates. Purchases of book-entry
certificates under the DTC system must be made by or through, and will be
recorded on the records of, the Financial Intermediary that maintains the
beneficial owner's account for that purpose. In turn, the Financial
Intermediary's ownership of those certificates will be recorded on the records
of DTC or, alternatively, if the Financial Intermediary does not


                                      -114-



maintain an account with DTC, on the records of a participating firm that acts
as agent for the Financial Intermediary, whose interest will in turn be recorded
on the records of DTC. A beneficial owner of book-entry certificates must rely
on the foregoing procedures to evidence its beneficial ownership of those
certificates. DTC has no knowledge of the actual beneficial owners of the
book-entry certificates. DTC's records reflect only the identity of the direct
participants to whose accounts those certificates are credited, which may or may
not be the actual beneficial owners. The participants in the DTC system will
remain responsible for keeping account of their holdings on behalf of their
customers.

     Transfers between participants in the DTC system will be effected in the
ordinary manner in accordance with DTC's rules and will be settled in same-day
funds. Transfers between direct account holders at Euroclear and Clearstream, or
between persons or entities participating indirectly in Euroclear or
Clearstream, will be effected in the ordinary manner in accordance with their
respective procedures and in accordance with DTC's rules.

     Cross-market transfers between direct participants in DTC, on the one hand,
and member organizations at Euroclear or Clearstream, on the other, will be
effected through DTC in accordance with DTC's rules and the rules of Euroclear
or Clearstream, as applicable. These cross-market transactions will require,
among other things, delivery of instructions by the applicable member
organization to Euroclear or Clearstream, as the case may be, in accordance with
the rules and procedures and within deadlines, Brussels time, established in
Euroclear or Clearstream, as the case may be. If the transaction complies with
all relevant requirements, Euroclear or Clearstream, as the case may be, will
then deliver instructions to its depositary to take action to effect final
settlement on its behalf.

     Because of time-zone differences, the securities account of a member
organization of Euroclear or Clearstream purchasing an interest in a global
certificate from a DTC participant that is not a member organization, will be
credited during the securities settlement processing day, which must be a
business day for Euroclear or Clearstream, as the case may be, immediately
following the DTC settlement date. Transactions in interests in a book-entry
certificate settled during any securities settlement processing day will be
reported to the relevant member organization of Euroclear or Clearstream on the
same day. Cash received in Euroclear or Clearstream as a result of sales of
interests in a book-entry certificate by or through a member organization of
Euroclear or Clearstream, as the case may be, to a DTC participant that is not a
member organization will be received with value on the DTC settlement date, but
will not be available in the relevant Euroclear or Clearstream cash account
until the business day following settlement in DTC. The related prospectus
supplement will contain additional information regarding clearance and
settlement procedures for the book-entry certificates and with respect to tax
documentation procedures relating to the book-entry certificates.

     Conveyance of notices and other communications by DTC to DTC participants,
and by DTC participants to Financial Intermediaries and beneficial owners, will
be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.

     Payments on the book-entry certificates will be made to DTC. DTC's practice
is to credit DTC participants' accounts on the related distribution date in
accordance with their respective holdings shown on DTC's records, unless DTC has
reason to believe that it will not receive payment on that date. Disbursement of
those payments by DTC participants to Financial Intermediaries and beneficial
owners will be--

     o    governed by standing instructions and customary practices, as is the
          case with securities held for the accounts of customers in bearer form
          or registered in street name, and

     o    the sole responsibility of each of those DTC participants, subject to
          any statutory or regulatory requirements in effect from time to time.

     Under a book-entry system, beneficial owners may receive payments after the
related distribution date.


                                     -115-



     The only "certificateholder" of book-entry certificates will be DTC or its
nominee. Parties to the governing documents for any series of offered
certificates need not recognize beneficial owners of book-entry certificates as
"certificateholders." The beneficial owners of book-entry certificates will be
permitted to exercise the rights of "certificateholders" only indirectly through
the DTC participants, who in turn will exercise their rights through DTC. We
have been informed that DTC will take action permitted to be taken by a
"certificateholder" only at the direction of one or more DTC participants. DTC
may take conflicting actions with respect to the book-entry certificates to the
extent that those actions are taken on behalf of Financial Intermediaries whose
holdings include those certificates.

     Because DTC can act only on behalf of DTC participants, who in turn act on
behalf of Financial Intermediaries and beneficial owners of the applicable
book-entry securities, the ability of a beneficial owner to pledge its interest
in a class of book-entry certificates to persons or entities that do not
participate in the DTC system, or otherwise to take actions with respect to its
interest in a class of book-entry certificates, may be limited due to the lack
of a physical certificate evidencing that interest.

     Issuance of Definitive Certificates. Unless we specify otherwise in the
related prospectus supplement, beneficial owners of affected offered
certificates initially issued in book-entry form will not be able to obtain
physical certificates that represent those offered certificates, unless:

     o    we advise the related trustee in writing that DTC is no longer willing
          or able to discharge properly its responsibilities as depository with
          respect to those offered certificates and we are unable to locate a
          qualified successor; or

     o    we notify DTC of our intent to terminate the book-entry system through
          DTC with respect to those offered certificates and, in the event
          applicable law and/or DTC's procedures require that the DTC
          participants holding beneficial interests in those offered
          certificates submit a withdrawal request to DTC in order to so
          terminate the book-entry system, we additionally notify those DTC
          participants and they submit a withdrawal request with respect to such
          termination.

     Upon the occurrence of either of the two events described in the prior
paragraph, the trustee or other designated party will be required to notify all
DTC participants, through DTC, of the availability of physical certificates with
respect to the affected offered certificates. Upon surrender by DTC of the
certificate or certificates representing a class of book-entry offered
certificates, together with instructions for registration, the related trustee
or other designated party will be required to issue to the beneficial owners
identified in those instructions physical certificates representing those
offered certificates.

                          DESCRIPTION OF CREDIT SUPPORT

GENERAL

     Credit support may be provided with respect to one or more classes of the
offered certificates of any series or with respect to the related underlying
mortgage loans or mortgage-backed securities. That credit support may be in the
form of any of the following:

     o    the subordination of one or more other classes of certificates of the
          same series;

     o    overcollateralization, whether in the form of mortgage assets or
          otherwise;

     o    the use of a letter of credit, a surety bond, an insurance policy, a
          guarantee;

     o    the establishment of one or more reserve funds; or


                                     -116-



     o    any combination of the foregoing.

     If and to the extent described in the related prospectus supplement, any of
the above forms of credit support may provide credit enhancement for non-offered
certificates, as well as offered certificates, or for more than one series of
certificates.

     If you are the beneficiary of any particular form of credit support, that
credit support may not protect you against all risks of loss and will not
guarantee payment to you of all amounts to which you are entitled under your
offered certificates. If losses or shortfalls occur that exceed the amount
covered by that credit support or that are of a type not covered by that credit
support, you will bear your allocable share of deficiencies. Moreover, if that
credit support covers the offered certificates of more than one class or series
and total losses on the related underlying mortgage loans or mortgage-backed
securities exceed the amount of that credit support, it is possible that the
holders of offered certificates of other classes and/or series will be
disproportionately benefited by that credit support to your detriment.

     If you are the beneficiary of any particular form of credit support, we
will include in the related prospectus supplement a description of the
following:

     o    the nature and amount of coverage under that credit support;

     o    any conditions to payment not otherwise described in this prospectus;

     o    any conditions under which the amount of coverage under that credit
          support may be reduced and under which that credit support may be
          terminated or replaced; and

     o    the material provisions relating to that credit support.

     Additionally, we will set forth in the related prospectus supplement
information with respect to the obligor, if any, under any instrument of credit
support.

SUBORDINATE CERTIFICATES

     If and to the extent described in the related prospectus supplement, one or
more classes of certificates of any series may be subordinate to one or more
other classes of certificates of that series. If you purchase subordinate
certificates, your right to receive payments out of collections and advances on
the related trust assets on any distribution date will be subordinated to the
corresponding rights of the holders of the more senior classes of certificates.
If and to the extent described in the related prospectus supplement, the
subordination of a class of certificates may not cover all types of losses or
shortfalls. In the related prospectus supplement, we will set forth information
concerning the method and amount of subordination provided by a class or classes
of subordinate certificates in a series and the circumstances under which that
subordination will be available.

     If the mortgage assets in any trust established by us are divided into
separate groups, each supporting a separate class or classes of certificates of
the related series, credit support may be provided by cross-support provisions
requiring that payments be made on senior certificates evidencing interests in
one group of those mortgage assets prior to payments on subordinate certificates
evidencing interests in a different group of those mortgage assets. We will
describe in the related prospectus supplement the manner and conditions for
applying any cross-support provisions.

OVERCOLLATERALIZATION

     If and to the extent described in the related prospectus supplement, the
mortgage assets underlying any series of offered certificates may generate
cashflows for the benefit of the related trust that, in the absence of


                                     -117-



default, will be in excess of the amount needed to make all required payments
with respect to the offered and non-offered certificates of that series. This
may be as a result of excess spread or because the mortgage assets have a
greater total principal balance than the total principal balance of the
certificates of the subject series. As and to the extent described in the
related prospectus supplement, the additional cashflow may be available to cover
losses or other shortfalls on one or more classes of related offered
certificates and/or to amortize one or more classes of related certificates.

INSURANCE OR GUARANTEES WITH RESPECT TO MORTGAGE LOANS

     The mortgage loans included in any trust established by us may be covered
for some default and/or loss risks by insurance policies or guarantees. If so,
we will describe in the related prospectus supplement the nature of those
default and/or loss risks and the extent of that coverage.

LETTERS OF CREDIT

     If and to the extent described in the related prospectus supplement,
deficiencies in amounts otherwise payable on a series of offered certificates or
select classes of those certificates will be covered by one or more letters of
credit, issued by a bank or other financial institution specified in the related
prospectus supplement. The issuer of a letter of credit will be obligated to
honor draws under that letter of credit in a total fixed dollar amount, net of
unreimbursed payments under the letter of credit, generally equal to a
percentage specified in the related prospectus supplement of the total principal
balance of some or all of the related underlying mortgage loans or
mortgage-backed securities as of the date the related trust was formed or of the
initial total principal balance of one or more classes of certificates of the
applicable series. The letter of credit may permit draws only in the event of
select types of losses and shortfalls. The amount available under the letter of
credit will, in all cases, be reduced to the extent of the unreimbursed payments
under it and may otherwise be reduced as described in the related prospectus
supplement. The obligations of the letter of credit issuer under the letter of
credit for any series of offered certificates will expire at the earlier of the
date specified in the related prospectus supplement or the termination of the
related trust.

CERTIFICATE INSURANCE AND SURETY BONDS

     If and to the extent described in the related prospectus supplement,
deficiencies in amounts otherwise payable on a series of offered certificates or
select classes of those certificates will be covered by insurance policies or
surety bonds provided by one or more insurance companies or sureties. Those
instruments may cover, with respect to one or more classes of the offered
certificates of the related series, timely payments of interest and principal or
timely payments of interest and payments of principal on the basis of a schedule
of principal payments set forth in or determined in the manner specified in the
related prospectus supplement. We will describe in the related prospectus
supplement any limitations on the draws that may be made under any of those
instruments.

RESERVE FUNDS

     If and to the extent described in the related prospectus supplement,
deficiencies in amounts otherwise payable on a series of offered certificates or
select classes of those certificates will be covered, to the extent of available
funds, by one or more reserve funds in which cash, a letter of credit, Permitted
Investments, a demand note or a combination of the foregoing, will be deposited,
in the amounts specified in the related prospectus supplement. If and to the
extent described in the related prospectus supplement, the reserve fund for the
related series of offered certificates may also be funded over time.

     Amounts on deposit in any reserve fund for a series of offered certificates
will be applied for the purposes, in the manner, and to the extent specified in
the related prospectus supplement. If and to the extent described in the related
prospectus supplement, reserve funds may be established to provide protection
only


                                     -118-



against select types of losses and shortfalls. Following each distribution date
for the related series of offered certificates, amounts in a reserve fund in
excess of any required balance may be released from the reserve fund under the
conditions and to the extent specified in the related prospectus supplement.

CREDIT SUPPORT WITH RESPECT TO MORTGAGE-BACKED SECURITIES

     If and to the extent described in the related prospectus supplement, any
mortgage-backed security included in one of our trusts and/or the mortgage loans
that back that security may be covered by one or more of the types of credit
support described in this prospectus. We will specify in the related prospectus
supplement, as to each of those forms of credit support, the information
indicated above with respect to that mortgage-backed security, to the extent
that the information is material and available.

                         LEGAL ASPECTS OF MORTGAGE LOANS

     Most, if not all, of the mortgage loans underlying a series of offered
certificates will be secured by multifamily and commercial properties in the
United States, its territories and possessions. However, some of those mortgage
loans may be secured by multifamily and commercial properties outside the United
States, its territories and possessions.

     The following discussion contains general summaries of select legal aspects
of mortgage loans secured by multifamily and commercial properties in the United
States. Because these legal aspects are governed by applicable state law, which
may differ substantially from state to state, the summaries do not purport to be
complete, to reflect the laws of any particular state, or to encompass the laws
of all jurisdictions in which the security for the mortgage loans underlying the
offered certificates is situated. Accordingly, you should be aware that the
summaries are qualified in their entirety by reference to the applicable laws of
those states. See "THE TRUST FUND--Mortgage Loans."

     If a significant percentage of mortgage loans underlying a series of
offered certificates, are secured by properties in a particular state, we will
discuss the relevant state laws, to the extent they vary materially from this
discussion, in the related prospectus supplement.

GENERAL

     Each mortgage loan underlying a series of offered certificates will be
evidenced by a note or bond and secured by an instrument granting a security
interest in real property. The instrument granting a security interest in real
property may be a mortgage, deed of trust or a deed to secure debt, depending
upon the prevailing practice and law in the state in which that real property is
located. Mortgages, deeds of trust and deeds to secure debt are often
collectively referred to in this prospectus as "mortgages." A mortgage creates a
lien upon, or grants a title interest in, the real property covered by the
mortgage, and represents the security for the repayment of the indebtedness
customarily evidenced by a promissory note. The priority of the lien created or
interest granted will depend on--

     o    the terms of the mortgage,

     o    the terms of separate subordination agreements or intercreditor
          agreements with others that hold interests in the real property,

     o    the knowledge of the parties to the mortgage, and

     o    in general, the order of recordation of the mortgage in the
          appropriate public recording office.


                                     -119-



     However, the lien of a recorded mortgage will generally be subordinate to
later-arising liens for real estate taxes and assessments and other charges
imposed under governmental police powers.

TYPES OF MORTGAGE INSTRUMENTS

     There are two parties to a mortgage--

     o    a mortgagor, who is the owner of the encumbered interest in the real
          property, and

     o    a mortgagee, who is the lender.

     In general, the mortgagor is also the borrower.

     In contrast, a deed of trust is a three-party instrument. The parties to a
deed of trust are--

     o    the trustor, who is the equivalent of a mortgagor,

     o    the trustee to whom the real property is conveyed, and

     o    the beneficiary for whose benefit the conveyance is made, who is the
          lender.

     Under a deed of trust, the trustor grants the property, irrevocably until
the debt is paid, in trust and generally with a power of sale, to the trustee to
secure repayment of the indebtedness evidenced by the related note.

     A deed to secure debt typically has two parties. Under a deed to secure
debt, the grantor, who is the equivalent of a mortgagor, conveys title to the
real property to the grantee, who is the lender, generally with a power of sale,
until the debt is repaid.

     Where the borrower is a land trust, there would be an additional party
because legal title to the property is held by a land trustee under a land trust
agreement for the benefit of the borrower. At origination of a mortgage loan
involving a land trust, the borrower may execute a separate undertaking to make
payments on the mortgage note. In no event is the land trustee personally liable
for the mortgage note obligation.

     The mortgagee's authority under a mortgage, the trustee's authority under a
deed of trust and the grantee's authority under a deed to secure debt are
governed by:

     o    the express provisions of the related instrument,

     o    the law of the state in which the real property is located,

     o    various federal laws, and

     o    in some deed of trust transactions, the directions of the beneficiary.

INSTALLMENT CONTRACTS

     The mortgage loans underlying your offered certificates may consist of
installment contracts. Under an installment contract the seller retains legal
title to the property and enters into an agreement with the purchaser for
payment of the purchase price, plus interest, over the term of the installment
contract. Only after full performance by the borrower of the contract is the
seller obligated to convey title to the real estate to the purchaser. During the
period that the installment contract is in effect, the purchaser is generally
responsible for maintaining the property


                                     -120-



in good condition and for paying real estate taxes, assessments and hazard
insurance premiums associated with the property.

     The seller's enforcement of an installment contract varies from state to
state. Generally, installment contracts provide that upon a default by the
purchaser, the purchaser loses his or her right to occupy the property, the
entire indebtedness is accelerated, and the purchaser's equitable interest in
the property is forfeited. The seller in this situation does not have to
foreclose in order to obtain title to the property, although in some cases a
quiet title action is in order if the purchaser has filed the installment
contract in local land records and an ejectment action may be necessary to
recover possession. In a few states, particularly in cases of purchaser default
during the early years of an installment contract, the courts will permit
ejectment of the purchaser and a forfeiture of his or her interest in the
property.

     However, most state legislatures have enacted provisions by analogy to
mortgage law protecting borrowers under installment contracts from the harsh
consequences of forfeiture. Under those statutes, a judicial or nonjudicial
foreclosure may be required, the seller may be required to give notice of
default and the borrower may be granted some grace period during which the
contract may be reinstated upon full payment of the default amount and the
purchaser may have a post-foreclosure statutory redemption right. In other
states, courts in equity may permit a purchaser with significant investment in
the property under an installment contract for the sale of real estate to share
in the proceeds of sale of the property after the indebtedness is repaid or may
otherwise refuse to enforce the forfeiture clause. Nevertheless, generally
speaking, the seller's procedures for obtaining possession and clear title under
an installment contract for the sale of real estate in a given state are simpler
and less time-consuming and costly than are the procedures for foreclosing and
obtaining clear title to a mortgaged property.

LEASES AND RENTS

     A mortgage that encumbers an income-producing property often contains an
assignment of rents and leases and/or may be accompanied by a separate
assignment of rents and leases. Under an assignment of rents and leases, the
borrower assigns to the lender the borrower's right, title and interest as
landlord under each lease and the income derived from each lease. However, the
borrower retains a revocable license to collect the rents, provided there is no
default and the rents are not directly paid to the lender. If the borrower
defaults, the license terminates and the lender is entitled to collect the
rents. Local law may require that the lender take possession of the property
and/or obtain a court-appointed receiver before becoming entitled to collect the
rents.

     In most states, hotel and motel room rates are considered accounts
receivable under the UCC. Room rates are generally pledged by the borrower as
additional security for the loan when a mortgage loan is secured by a hotel or
motel. In general, the lender must file financing statements in order to perfect
its security interest in the room rates and must file continuation statements,
generally every five years, to maintain that perfection. Mortgage loans secured
by hotels or motels may be included in one of our trusts even if the security
interest in the room rates was not perfected or the requisite UCC filings were
allowed to lapse. A lender will generally be required to commence a foreclosure
action or otherwise take possession of the property in order to enforce its
rights to collect the room rates following a default, even if the lender's
security interest in room rates is perfected under applicable nonbankruptcy law.

     In the bankruptcy setting, the lender will be stayed from enforcing its
rights to collect hotel and motel room rates. However, the room rates will
constitute cash collateral and cannot be used by the bankrupt borrower--

     o    without a hearing or the lender's consent, or

     o    unless the lender's interest in the room rates is given adequate
          protection.


                                     -121-



For purposes of the foregoing, the adequate protection may include a cash
payment for otherwise encumbered funds or a replacement lien on unencumbered
property, in either case equal in value to the amount of room rates that the
bankrupt borrower proposes to use. See "--Bankruptcy Laws" below.

PERSONALTY

     Some types of income-producing real properties, such as hotels, motels and
nursing homes, may include personal property, which may, to the extent it is
owned by the borrower and not previously pledged, constitute a significant
portion of the property's value as security. The creation and enforcement of
liens on personal property are governed by the UCC. Accordingly, if a borrower
pledges personal property as security for a mortgage loan, the lender generally
must file UCC financing statements in order to perfect its security interest in
the personal property and must file continuation statements, generally every
five years, to maintain that perfection. Mortgage loans secured in part by
personal property may be included in one of our trusts even if the security
interest in the personal property was not perfected or the requisite UCC filings
were allowed to lapse.

FORECLOSURE

     General. Foreclosure is a legal procedure that allows the lender to recover
its mortgage debt by enforcing its rights and available legal remedies under the
mortgage. If the borrower defaults in payment or performance of its obligations
under the note or mortgage, the lender has the right to institute foreclosure
proceedings to sell the real property security at public auction to satisfy the
indebtedness.

     Foreclosure Procedures Vary From State to State. The two primary methods of
foreclosing a mortgage are--

     o    judicial foreclosure, involving court proceedings, and

     o    nonjudicial foreclosure under a power of sale granted in the mortgage
          instrument.

     Other foreclosure procedures are available in some states, but they are
either infrequently used or available only in limited circumstances.

     A foreclosure action is subject to most of the delays and expenses of other
lawsuits if defenses are raised or counterclaims are interposed. A foreclosure
action sometimes requires several years to complete.

     Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a
court having jurisdiction over the mortgaged property. Generally, a lender
initiates the action by the service of legal pleadings upon--

     o    all parties having a subordinate interest of record in the real
          property, and

     o    all parties in possession of the property, under leases or otherwise,
          whose interests are subordinate to the mortgage.

     Delays in completion of the foreclosure may occasionally result from
difficulties in locating necessary parties, including defendants. When the
lender's right to foreclose is contested, the legal proceedings can be
time-consuming. The court generally issues a judgment of foreclosure and
appoints a referee or other officer to conduct a public sale of the mortgaged
property upon successful completion of a judicial foreclosure proceeding. The
proceeds of that public sale are used to satisfy the judgment. The procedures
that govern these public sales vary from state to state.


                                     -122-



     Equitable and Other Limitations on Enforceability of Particular Provisions.
United States courts have traditionally imposed general equitable principles to
limit the remedies available to lenders in foreclosure actions. These principles
are generally designed to relieve borrowers from the effects of mortgage
defaults perceived as harsh or unfair. Relying on these principles, a court may:

     o    alter the specific terms of a loan to the extent it considers
          necessary to prevent or remedy an injustice, undue oppression or
          overreaching;

     o    require the lender to undertake affirmative actions to determine the
          cause of the borrower's default and the likelihood that the borrower
          will be able to reinstate the loan;

     o    require the lender to reinstate a loan or recast a payment schedule in
          order to accommodate a borrower that is suffering from a temporary
          financial disability; or

     o    limit the right of the lender to foreclose in the case of a
          nonmonetary default, such as--

          1.   a failure to adequately maintain the mortgaged property, or

          2.   an impermissible further encumbrance of the mortgaged property.

     Some courts have addressed the issue of whether federal or state
constitutional provisions reflecting due process concerns for adequate notice
require that a borrower receive notice in addition to statutorily-prescribed
minimum notice. For the most part, these cases have--

     o    upheld the reasonableness of the notice provisions, or

     o    found that a public sale under a mortgage providing for a power of
          sale does not involve sufficient state action to trigger
          constitutional protections.

     In addition, some states may have statutory protection such as the right of
the borrower to reinstate its mortgage loan after commencement of foreclosure
proceedings but prior to a foreclosure sale.

     Nonjudicial Foreclosure/Power of Sale. In states permitting nonjudicial
foreclosure proceedings, foreclosure of a deed of trust is generally
accomplished by a nonjudicial trustee's sale under a power of sale typically
granted in the deed of trust. A power of sale may also be contained in any other
type of mortgage instrument if applicable law so permits. A power of sale under
a deed of trust allows a nonjudicial public sale to be conducted generally
following--

     o    a request from the beneficiary/lender to the trustee to sell the
          property upon default by the borrower, and

     o    notice of sale is given in accordance with the terms of the deed of
          trust and applicable state law.

     In some states, prior to a nonjudicial public sale, the trustee under the
deed of trust must--

     o    record a notice of default and notice of sale, and

     o    send a copy of those notices to the borrower and to any other party
          who has recorded a request for a copy of them.

     In addition, in some states, the trustee must provide notice to any other
party having an interest of record in the real property, including junior
lienholders. A notice of sale must be posted in a public place and, in most


                                     -123-



states, published for a specified period of time in one or more newspapers. Some
states require a reinstatement period during which the borrower or junior
lienholder may have the right to cure the default by paying the entire actual
amount in arrears, without regard to the acceleration of the indebtedness, plus
the lender's expenses incurred in enforcing the obligation. In other states, the
borrower or the junior lienholder has only the right to pay off the entire debt
to prevent the foreclosure sale. Generally, state law governs the procedure for
public sale, the parties entitled to notice, the method of giving notice and the
applicable time periods.

     Public Sale. A third party may be unwilling to purchase a mortgaged
property at a public sale because of--

     o    the difficulty in determining the exact status of title to the
          property due to, among other things, redemption rights that may exist,
          and

     o    the possibility that physical deterioration of the property may have
          occurred during the foreclosure proceedings.

     As a result of the foregoing, it is common for the lender to purchase the
mortgaged property and become its owner, subject to the borrower's right in some
states to remain in possession during a redemption period. In that case, the
lender will have both the benefits and burdens of ownership, including the
obligation to pay debt service on any senior mortgages, to pay taxes, to obtain
casualty insurance and to make repairs necessary to render the property suitable
for sale. The costs of operating and maintaining a commercial or multifamily
residential property may be significant and may be greater than the income
derived from that property. The lender also will commonly obtain the services of
a real estate broker and pay the broker's commission in connection with the sale
or lease of the property. Whether, the ultimate proceeds of the sale of the
property equal the lender's investment in the property depends upon market
conditions. Moreover, because of the expenses associated with acquiring, owning
and selling a mortgaged property, a lender could realize an overall loss on the
related mortgage loan even if the mortgaged property is sold at foreclosure, or
resold after it is acquired through foreclosure, for an amount equal to the full
outstanding principal amount of the loan plus accrued interest.

     The holder of a junior mortgage that forecloses on a mortgaged property
does so subject to senior mortgages and any other prior liens. In addition, it
may be obliged to keep senior mortgage loans current in order to avoid
foreclosure of its interest in the property. Furthermore, if the foreclosure of
a junior mortgage triggers the enforcement of a due-on-sale clause contained in
a senior mortgage, the junior mortgagee could be required to pay the full amount
of the senior mortgage indebtedness or face foreclosure.

     Rights of Redemption. The purposes of a foreclosure action are--

     o    to enable the lender to realize upon its security, and

     o    to bar the borrower, and all persons who have interests in the
          property that are subordinate to that of the foreclosing lender, from
          exercising their equity of redemption.

     The doctrine of equity of redemption provides that, until the property
encumbered by a mortgage has been sold in accordance with a properly conducted
foreclosure and foreclosure sale, those having interests that are subordinate to
that of the foreclosing lender have an equity of redemption and may redeem the
property by paying the entire debt with interest. Those having an equity of
redemption must generally be made parties to the foreclosure proceeding in order
for their equity of redemption to be terminated.

     The equity of redemption is a common-law, nonstatutory right which should
be distinguished from post-sale statutory rights of redemption. In some states,
the borrower and foreclosed junior lienors are given a statutory period in which
to redeem the property after sale under a deed of trust or foreclosure of a
mortgage. In some states, statutory redemption may occur only upon payment of
the foreclosure sale price. In other states,


                                     -124-



redemption may be permitted if the former borrower pays only a portion of the
sums due. A statutory right of redemption will diminish the ability of the
lender to sell the foreclosed property because the exercise of a right of
redemption would defeat the title of any purchaser through a foreclosure.
Consequently, the practical effect of the redemption right is to force the
lender to maintain the property and pay the expenses of ownership until the
redemption period has expired. In some states, a post-sale statutory right of
redemption may exist following a judicial foreclosure, but not following a
trustee's sale under a deed of trust.

     One Action and Security First Rules. Some states (including California)
have laws that prohibit more than one "judicial action" to enforce a mortgage
obligation secured by a mortgage on real property or an interest therein, and
some courts have construed the term "judicial action" broadly. In addition, some
states (including California) require that the lender proceed first against any
real property security for such mortgage obligation before proceeding directly
upon the secured obligation itself. In the case where either a
cross-collateralized, cross-defaulted or a multi-property mortgage loan is
secured by real properties located in multiple states, the special servicer may
be required to foreclose first on properties located in states where such "one
action" and/or "security first" rules apply (and where non-judicial foreclosure
is permitted) before foreclosing on properties located in the states where
judicial foreclosure is the only permitted method of foreclosure. Otherwise, a
second action in a state with "one action" rules might be precluded because of a
prior first action, even if such first action occurred in a state without "one
action" rules. Moreover, while the consequences of breaching these rules will
vary from jurisdiction to jurisdiction, as a general matter, a lender who
proceeds in violation of these rules may run the risk of forfeiting collateral
and/or even the right to enforce the underlying obligation. In addition, under
certain circumstances, a lender with respect to a real property located in a
"one action" or "security first" jurisdiction may be precluded from obtaining a
deficiency judgment against the borrower following foreclosure or sale under a
deed of trust (unless there has been a judicial foreclosure). Finally, in some
jurisdictions, the benefits of such laws may be available not just to the
underlying obligor, but also to any guarantor of the underlying obligation,
thereby limiting the ability of the lender to recover against a guarantor
without first complying with the applicable anti-deficiency statutes.

     Anti-Deficiency Legislation. Some or all of the mortgage loans underlying a
series of offered certificates may be nonrecourse loans. Recourse in the case of
a default on a non-recourse mortgage loan will be limited to the mortgaged
property and any other assets that were pledged to secure the mortgage loan.
However, even if a mortgage loan by its terms provides for recourse to the
borrower's other assets, a lender's ability to realize upon those assets may be
limited by state law. For example, in some states, a lender cannot obtain a
deficiency judgment against the borrower following foreclosure or sale under a
deed of trust. A deficiency judgment is a personal judgment against the former
borrower equal to the difference between the net amount realized upon the public
sale of the real property and the amount due to the lender. Other state statutes
may require the lender to exhaust the security afforded under a mortgage before
bringing a personal action against the borrower. In other states, the lender has
the option of bringing a personal action against the borrower on the debt
without first exhausting the security, but in doing so, the lender may be deemed
to have elected a remedy and thus may be precluded from foreclosing upon the
security. Consequently, lenders will usually proceed first against the security
in states where an election of remedy provision exists. Other statutory
provisions limit any deficiency judgment to the excess of the outstanding debt
over the fair market value of the property at the time of the sale. These other
statutory provisions are intended to protect borrowers from exposure to large
deficiency judgments that might result from bidding at below-market values at
the foreclosure sale. In some states, exceptions to the anti-deficiency statutes
are provided for in certain instances where the value of the lender's security
has been impaired by acts or omissions of the borrower such as for waste upon
the property. Finally, some statutes may preclude deficiency judgments
altogether with respect to certain kinds of obligations such as purchase-money
indebtedness. In some jurisdictions the courts have extended the benefits of
this legislation to the guarantors of the underlying obligation as well.


                                     -125-



     Leasehold Considerations. Some or all of the mortgage loans underlying a
series of offered certificates may be secured by a mortgage on the borrower's
leasehold interest under a ground lease. Leasehold mortgage loans are subject to
some risks not associated with mortgage loans secured by a lien on the fee
estate of the borrower. The most significant of these risks is that if the
borrower's leasehold were to be terminated upon a lease default, the leasehold
mortgagee would lose its security. This risk may be lessened if the ground
lease:

     o    requires the lessor to give the leasehold mortgagee notices of lessee
          defaults and an opportunity to cure them,

     o    permits the leasehold estate to be assigned to and by the leasehold
          mortgagee or the purchaser at a foreclosure sale, and

     o    contains other protective provisions typically required by prudent
          lenders to be included in a ground lease.

     Some mortgage loans underlying a series of offered certificates, however,
may be secured by ground leases which do not contain these provisions.

     Cooperative Shares. Some or all of the mortgage loans underlying a series
of offered certificates may be secured by a security interest on the borrower's
ownership interest in shares, and the proprietary leases belonging to those
shares, allocable to cooperative dwelling units that may be vacant or occupied
by nonowner tenants. Loans secured in this manner are subject to some risks not
associated with mortgage loans secured by a lien on the fee estate of a borrower
in real property. Loans secured in this manner typically are subordinate to the
mortgage, if any, on the cooperative's building. That mortgage, if foreclosed,
could extinguish the equity in the building and the proprietary leases of the
dwelling units derived from ownership of the shares of the cooperative. Further,
transfer of shares in a cooperative is subject to various regulations as well as
to restrictions under the governing documents of the cooperative. The shares may
be canceled in the event that associated maintenance charges due under the
related proprietary leases are not paid. Typically, a recognition agreement
between the lender and the cooperative provides, among other things, that the
lender may cure a default under a proprietary lease.

     Under the laws applicable in many states, "foreclosure" on cooperative
shares is accomplished by a sale in accordance with the provisions of Article 9
of the UCC and the security agreement relating to the shares. Article 9 of the
UCC requires that a sale be conducted in a commercially reasonable manner, which
may be dependent upon, among other things, the notice given the debtor and the
method, manner, time, place and terms of the sale. Article 9 of the UCC provides
that the proceeds of the sale will be applied first to pay the costs and
expenses of the sale and then to satisfy the indebtedness secured by the
lender's security interest. A recognition agreement, however, generally provides
that the lender's right to reimbursement is subject to the right of the
cooperative corporation to receive sums due under the proprietary leases. If
there are proceeds remaining, the lender must account to the tenant-stockholder
for the surplus. Conversely, if a portion of the indebtedness remains unpaid,
the tenant-stockholder is generally responsible for the deficiency.

     In the case of foreclosure on a building converted from a rental building
to a building owned by a cooperative under a non-eviction plan, some states
require that a purchaser at a foreclosure sale take the property subject to rent
control and rent stabilization laws that apply to certain tenants who elected to
remain in the building but who did not purchase shares in the cooperative when
the building was so converted.

BANKRUPTCY LAWS

     Operation of the U.S. Bankruptcy Code and related state laws may interfere
with or affect the ability of a lender to realize upon collateral or to enforce
a deficiency judgment. For example, under the U.S. Bankruptcy Code, virtually
all actions, including foreclosure actions and deficiency judgment proceedings,
to collect a debt


                                     -126-



are automatically stayed upon the filing of the bankruptcy petition. Often, no
interest or principal payments are made during the course of the bankruptcy
case. The delay caused by an automatic stay and its consequences can be
significant. Also, under the U.S. Bankruptcy Code, the filing of a petition in
bankruptcy by or on behalf of a junior lienor may stay the senior lender from
taking action to foreclose out the junior lien.

     Under the U.S. Bankruptcy Code, the amount and terms of a mortgage loan
secured by a lien on property of the debtor may be modified provided that
substantive and procedural safeguards protective of the lender are met. A
bankruptcy court may, among other things--

     o    reduce the secured portion of the outstanding amount of the loan to
          the then-current value of the property, thereby leaving the lender a
          general unsecured creditor for the difference between the then-current
          value of the property and the outstanding balance of the loan;

     o    reduce the amount of each scheduled payment, by means of a reduction
          in the rate of interest and/or an alteration of the repayment
          schedule, with or without affecting the unpaid principal balance of
          the loan;

     o    extend or shorten the term to maturity of the loan;

     o    permit the bankrupt borrower to cure of the subject loan default by
          paying the arrearage over a number of years; or

     o    permit the bankrupt borrower, through its rehabilitative plan, to
          reinstate the loan payment schedule even if the lender has obtained a
          final judgment of foreclosure prior to the filing of the debtor's
          petition.

     Federal bankruptcy law may also interfere with or affect the ability of a
secured lender to enforce the borrower's assignment of rents and leases related
to the mortgaged property. A lender may be stayed from enforcing the assignment
under the U.S. Bankruptcy Code. In addition, the legal proceedings necessary to
resolve the issue could be time-consuming, and result in delays in the lender's
receipt of the rents. However, recent amendments to the U.S. Bankruptcy Code may
minimize the impairment of the lender's ability to enforce the borrower's
assignment of rents and leases. In addition to the inclusion of hotel revenues
within the definition of cash collateral as noted above, the amendments provide
that a pre-petition security interest in rents or hotel revenues is designed to
overcome those cases holding that a security interest in rents is unperfected
under the laws of some states until the lender has taken some further action,
such as commencing foreclosure or obtaining a receiver prior to activation of
the assignment of rents.

     A borrower's ability to make payment on a mortgage loan may be impaired by
the commencement of a bankruptcy case relating to the tenant under a lease of
the related property. Under the U.S. Bankruptcy Code, the filing of a petition
in bankruptcy by or on behalf of a tenant results in a stay in bankruptcy
against the commencement or continuation of any state court proceeding for--

     o    past due rent,

     o    accelerated rent,

     o    damages, or

     o    a summary eviction order with respect to a default under the lease
          that occurred prior to the filing of the tenant's bankruptcy petition.


                                     -127-



     In addition, the U.S. Bankruptcy Code generally provides that a trustee or
debtor-in-possession may, subject to approval of the court:

     o    assume the lease and either retain it or assign it to a third party,
          or

     o    reject the lease.

     If the lease is assumed, the trustee, debtor-in-possession or assignee, if
applicable, must cure any defaults under the lease, compensate the lessor for
its losses and provide the lessor with adequate assurance of future performance.
These remedies may be insufficient, and any assurances provided to the lessor
may be inadequate. If the lease is rejected, the lessor will be treated, except
potentially to the extent of any security deposit, as an unsecured creditor with
respect to its claim for damages for termination of the lease. The U.S.
Bankruptcy Code also limits a lessor's damages for lease rejection to:

     o    the rent reserved by the lease without regard to acceleration for the
          greater of one year, or 15%, not to exceed three years, of the
          remaining term of the lease, plus

     o    unpaid rent to the earlier of the surrender of the property or the
          lessee's bankruptcy filing.

ENVIRONMENTAL CONSIDERATIONS

     General. A lender may be subject to environmental risks when taking a
security interest in real property. Of particular concern may be properties that
are or have been used for industrial, manufacturing, military or disposal
activity. Those environmental risks include the possible diminution of the value
of a contaminated property or, as discussed below, potential liability for
clean-up costs or other remedial actions that could exceed the value of the
property or the amount of the lender's loan. In some circumstances, a lender may
decide to abandon a contaminated real property as collateral for its loan rather
than foreclose and risk liability for clean-up costs.

     Superlien Laws. Under the laws of many states, contamination on a property
may give rise to a lien on the property for clean-up costs. In several states,
that lien has priority over all existing liens, including those of existing
mortgages. In these states, the lien of a mortgage may lose its priority to that
superlien.

     CERCLA. The federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, imposes strict liability on present and past
"owners" and "operators" of contaminated real property for the costs of
clean-up. A secured lender may be liable as an "owner" or "operator" of a
contaminated mortgaged property if agents or employees of the lender have
participated in the management of the property or the operations of the
borrower. Liability may exist even if the lender did not cause or contribute to
the contamination and regardless of whether the lender has actually taken
possession of the contaminated mortgaged property through foreclosure, deed in
lieu of foreclosure or otherwise. Moreover, liability is not limited to the
original or unamortized principal balance of a loan or to the value of the
property securing a loan. Excluded from CERCLA's definition of "owner" or
"operator," however, is a person who, without participating in the management of
the facility, holds indicia of ownership primarily to protect his security
interest. This is the so called "secured creditor exemption."


                                     -128-



     The Asset Conservation, Lender Liability and Deposit Insurance Act of 1996
(the "Lender Liability Act") amended, among other things, the provisions of
CERCLA with respect to lender liability and the secured creditor exemption. The
Lender Liability Act offers substantial protection to lenders by defining the
activities in which a lender can engage and still have the benefit of the
secured creditor exemption. In order for a lender to be deemed to have
participated in the management of a mortgaged property, the lender must actually
participate in the operational affairs of the property of the borrower. The
Lender Liability Act provides that "merely having the capacity to influence, or
unexercised right to control" operations does not constitute participation in
management. A lender will lose the protection of the secured creditor exemption
only if--

     o    it exercises decision-making control over a borrower's environmental
          compliance and hazardous substance handling and disposal practices, or

     o    assumes day-to-day management of operational functions of a mortgaged
          property.

     The Lender Liability Act also provides that a lender will continue to have
the benefit of the secured creditor exemption even if it forecloses on a
mortgaged property, purchases it at a foreclosure sale or accepts a deed-in-lieu
of foreclosure, provided that the lender seeks to sell that property at the
earliest practicable commercially reasonable time on commercially reasonable
terms.

     CERCLA does not apply to petroleum products, and the secured creditor
exclusion does not govern liability for cleanup costs under federal laws other
than CERCLA, in particular Subtitle I of the federal Resource Conservation and
Recovery Act ("RCRA"), which regulates underground petroleum storage tanks,
except heating oil tanks. The Environmental Protection Agency has adopted a
lender liability rule for underground storage tanks (USTs) under Subtitle I of
RCRA. Under that rule a lender with a security interest in an UST or real
property containing an UST is not liable as an "owner" or "operator" so long as
the lender does not engage in decision making control of the use, storage,
filing or dispensing of petroleum contained in the UST, exercise control over
the daily operation of the UST, or engage in petroleum production, refining or
marketing. Moreover, under the Lender Liability Act, the protections accorded to
lenders under CERCLA are also accorded to holders of security interests in
underground petroleum storage tanks. It should be noted, however, that liability
for cleanup of petroleum contamination may be governed by state law, which may
not provide for any specific protection for secured creditors, or alternatively,
may not impose liability on secured creditors at all.

     Other Federal and State Laws. Many states have statutes similar to CERCLA,
and not all those statutes provide for a secured creditor exemption. In
addition, under federal law, there is potential liability relating to hazardous
wastes and underground storage tanks under the federal Resource Conservation and
Recovery Act.

     Some federal, state and local laws, regulations and ordinances govern the
management, removal, encapsulation or disturbance of asbestos-containing
materials. These laws, as well as common law standards, may--

     o    impose liability for releases of or exposure to asbestos-containing
          materials, and

     o    provide for third parties to seek recovery from owners or operators of
          real properties for personal injuries associated with those releases.

     Federal legislation requires owners of residential housing constructed
prior to 1978 to disclose to potential residents or purchasers any known
lead-based paint hazards and will impose treble damages for any failure to
disclose. In addition, the ingestion of lead-based paint chips or dust particles
by children can result in lead poisoning. If lead-based paint hazards exist at a
property, then the owner of that property may be held liable for injuries and
for the costs of removal or encapsulation of the lead-based paint.


                                     -129-



     In a few states, transfers of some types of properties are conditioned upon
cleanup of contamination prior to transfer. In these cases, a lender that
becomes the owner of a property through foreclosure, deed in lieu of foreclosure
or otherwise, may be required to clean up the contamination before selling or
otherwise transferring the property.

     Beyond statute-based environmental liability, there exist common law causes
of action related to hazardous environmental conditions on a property, such as
actions based on nuisance or on toxic tort resulting in death, personal injury
or damage to property. While it may be more difficult to hold a lender liable
under common law causes of action, unanticipated or uninsured liabilities of the
borrower may jeopardize the borrower's ability to meet its loan obligations.

     Federal, state and local environmental regulatory requirements change
often. It is possible that compliance with a new regulatory requirement could
impose significant compliance costs on a borrower. These costs may jeopardize
the borrower's ability to meet its loan obligations.

     Additional Considerations. The cost of remediating hazardous substance
contamination at a property can be substantial. If a lender becomes liable, it
can bring an action for contribution against the owner or operator who created
the environmental hazard. However, that individual or entity may be without
substantial assets. Accordingly, it is possible that the costs could become a
liability of the related trust and occasion a loss to the related
certificateholders.

     If the operations on a foreclosed property are subject to environmental
laws and regulations, the lender will be required to operate the property in
accordance with those laws and regulations. This compliance may entail
substantial expense, especially in the case of industrial or manufacturing
properties.

     In addition, a lender may be obligated to disclose environmental conditions
on a property to government entities and/or to prospective buyers, including
prospective buyers at a foreclosure sale or following foreclosure. This
disclosure may decrease the amount that prospective buyers are willing to pay
for the affected property, sometimes substantially.

DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS

     Some or all of the mortgage loans underlying a series of offered
certificates may contain due-on-sale and due-on-encumbrance clauses that purport
to permit the lender to accelerate the maturity of the loan if the borrower
transfers or encumbers the mortgaged property. In recent years, court decisions
and legislative actions placed substantial restrictions on the right of lenders
to enforce these clauses in many states. However, the Garn-St Germain Depository
Institutions Act of 1982 generally preempts state laws that prohibit the
enforcement of due-on-sale clauses and permits lenders to enforce these clauses
in accordance with their terms, subject to the limitations prescribed in that
act and the regulations promulgated under that act. The inability to enforce a
due-on-sale clause may result in transfer of the related mortgaged property to
an uncreditworthy person, which could increase the likelihood of default and
thereby may affect the average life of the mortgage loans and the number of
mortgage loans which may extend to maturity.

JUNIOR LIENS; RIGHTS OF HOLDERS OF SENIOR LIENS

     Any of our trusts may include mortgage loans secured by junior liens, while
the loans secured by the related senior liens may not be included in that trust.
The primary risk to holders of mortgage loans secured by junior liens is the
possibility that adequate funds will not be received in connection with a
foreclosure of the related senior liens to satisfy fully both the senior loans
and the junior loan.


                                     -130-



     In the event that a holder of a senior lien forecloses on a mortgaged
property, the proceeds of the foreclosure or similar sale will be applied as
follows:

     o    first, to the payment of court costs and fees in connection with the
          foreclosure;

     o    second, to real estate taxes;

     o    third, in satisfaction of all principal, interest, prepayment or
          acceleration penalties, if any, and any other sums due and owing to
          the holder of the senior liens; and

     o    last, in satisfaction of all principal, interest, prepayment and
          acceleration penalties, if any, and any other sums due and owing to
          the holder of the junior mortgage loan.

SUBORDINATE FINANCING

     Some mortgage loans underlying a series of offered certificates may not
restrict the ability of the borrower to use the mortgaged property as security
for one or more additional loans, or the restrictions may be unenforceable.
Where a borrower encumbers a mortgaged property with one or more junior liens,
the senior lender is subjected to the following additional risks:

     o    the borrower may have difficulty servicing and repaying multiple
          loans;

     o    if the subordinate financing permits recourse to the borrower, as is
          frequently the case, and the senior loan does not, a borrower may have
          more incentive to repay sums due on the subordinate loan;

     o    acts of the senior lender that prejudice the junior lender or impair
          the junior lender's security, such as the senior lender's agreeing to
          an increase in the principal amount of or the interest rate payable on
          the senior loan, may create a superior equity in favor of the junior
          lender;

     o    if the borrower defaults on the senior loan and/or any junior loan or
          loans, the existence of junior loans and actions taken by junior
          lenders can impair the security available to the senior lender and can
          interfere with or delay the taking of action by the senior lender; and

     o    the bankruptcy of a junior lender may operate to stay foreclosure or
          similar proceedings by the senior lender.

DEFAULT INTEREST AND LIMITATIONS ON PREPAYMENTS

     Notes and mortgages may contain provisions that obligate the borrower to
pay a late charge or additional interest if payments are not timely made. They
may also contain provisions that prohibit prepayments for a specified period
and/or condition prepayments upon the borrower's payment of prepayment premium,
fee or charge. In some states, there are or may be specific limitations upon the
late charges that a lender may collect from a borrower for delinquent payments.
Some states also limit the amounts that a lender may collect from a borrower as
an additional charge if the loan is prepaid. In addition, the enforceability of
provisions that provide for prepayment premiums, fees and charges upon an
involuntary prepayment is unclear under the laws of many states.

APPLICABILITY OF USURY LAWS

     Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980 provides that state usury limitations shall not apply to various
types of residential, including multifamily, first mortgage loans

                                     -131-



originated by particular lenders after March 31, 1980. Title V authorized any
state to reimpose interest rate limits by adopting, before April 1, 1983, a law
or constitutional provision that expressly rejects application of the federal
law. In addition, even where Title V is not rejected, any state is authorized by
the law to adopt a provision limiting discount points or other charges on
mortgage loans covered by Title V. Some states have taken action to reimpose
interest rate limits and/or to limit discount points or other charges.

AMERICANS WITH DISABILITIES ACT

     Under Title III of the Americans with Disabilities Act of 1990 and rules
promulgated under that act, in order to protect individuals with disabilities,
owners of public accommodations, such as hotels, restaurants, shopping centers,
hospitals, schools and social service center establishments, must remove
architectural and communication barriers which are structural in nature from
existing places of public accommodation to the extent "readily achievable." In
addition, under the ADA, alterations to a place of public accommodation or a
commercial facility are to be made so that, to the maximum extent feasible, the
altered portions are readily accessible to and usable by disabled individuals.
The "readily achievable" standard takes into account, among other factors, the
financial resources of the affected property owner, landlord or other applicable
person. In addition to imposing a possible financial burden on the borrower in
its capacity as owner or landlord, the ADA may also impose requirements on a
foreclosing lender who succeeds to the interest of the borrower as owner or
landlord. Furthermore, because the "readily achievable" standard may vary
depending on the financial condition of the owner or landlord, a foreclosing
lender that is financially more capable than the borrower of complying with the
requirements of the ADA may be subject to more stringent requirements than those
to which the borrower is subject.

SERVICEMEMBERS CIVIL RELIEF ACT

     Under the terms of the Servicemembers Civil Relief Act, as amended, a
borrower who enters military service after the origination of the borrower's
mortgage loan, including a borrower who was in reserve status and is called to
active duty after origination of the mortgage loan, may not be charged interest,
including fees and charges, above an annual rate of 6% during the period of the
borrower's active duty status, unless a court orders otherwise upon application
of the lender. The Relief Act applies to individuals who are members of the
Army, Navy, Air Force, Marines, National Guard, Reserves, Coast Guard and
officers of the U.S. Public Health Service assigned to duty with the military.
Because the Relief Act applies to individuals who enter military service,
including reservists who are called to active duty, after origination of the
related mortgage loan, no information can be provided as to the number of loans
with individuals as borrowers that may be affected by the Relief Act.

     Application of the Relief Act would adversely affect, for an indeterminate
period of time, the ability of a master servicer or special servicer to collect
full amounts of interest on an affected mortgage loan. Any shortfalls in
interest collections resulting from the application of the Relief Act would
result in a reduction of the amounts payable to the holders of certificates of
the related series, and would not be covered by advances or, unless otherwise
specified in the related prospectus supplement, any form of credit support
provided in connection with the certificates. In addition, the Relief Act
imposes limitations that would impair the ability of a master servicer or
special servicer to foreclose on an affected mortgage loan during the borrower's
period of active duty status and, under some circumstances, during an additional
three month period after the active duty status ceases.

FORFEITURES IN DRUG, RICO AND MONEY LAUNDERING PROCEEDINGS

     Federal law provides that property purchased or improved with assets
derived from criminal activity or otherwise tainted, or used in the commission
of certain offenses can be seized by and ordered forfeited to the United States
of America. The offenses which can trigger such a seizure and forfeiture
include, among others, violations of the Racketeer Influenced and Corrupt
Organizations Act, the Bank Secrecy Act, the anti-money laundering laws and
regulations, including the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act (commonly
referred to as the Patriot Act) and the

                                     -132-



regulations issued pursuant to that Act, as well as the narcotic drug laws.
Under procedures contained in the Comprehensive Crime Control Act of 1984, the
government may seize the property even before conviction. The government must
publish notice of the forfeiture proceeding and may give notice to all parties
"known to have an alleged interest in the property," including the holders of
mortgage loans.

     A lender may avoid forfeiture of its interest in the property if it
establishes that--

     o    its mortgage was executed and recorded before commission of the
          illegal conduct from which the assets used to purchase or improve the
          property were derived or before any other crime upon which the
          forfeiture is based, or

     o    the lender was, at the time of execution of the mortgage, "reasonably
          without cause to believe" that the property was subject to forfeiture.

     However, there is no assurance that such defense will be successful.

                         FEDERAL INCOME TAX CONSEQUENCES

GENERAL

     This is a general discussion of the anticipated material federal income tax
consequences of purchasing, owning and transferring the offered certificates.
This discussion is directed to certificateholders that hold the offered
certificates as capital assets within the meaning of Section 1221 of the
Internal Revenue Code. This section does not discuss all federal income tax
consequences that may be relevant to owners of offered certificates,
particularly as to investors subject to special treatment under the Internal
Revenue Code, including:

     o    banks,

     o    insurance companies,

     o    foreign investors,

     o    tax exempt investors,

     o    holders whose "functional currency" is not the United States dollar,

     o    United States expatriates, and

     o    holders holding the offered certificates as part of a hedge, straddle
          or conversion transaction.

     Further, this discussion does not address investors who treat items of
income, expense, gain or loss with respect to the offered certificates
differently for book and tax purposes.

     This discussion and any legal opinions referred to in this discussion are
based on current provisions and interpretations of the Internal Revenue Code and
the accompanying Treasury regulations and on current judicial and administrative
rulings. All of these authorities are subject to change and any change can apply
retroactively. No rulings have been or will be sought from the IRS with respect
to any of the federal income tax consequences discussed below. Accordingly, the
IRS may take contrary positions.


                                     -133-



     Investors and preparers of tax returns should be aware that under
applicable Treasury regulations a provider of advice on specific issues of law
is not considered an income tax return preparer unless the advice is--

     o    given with respect to events that have occurred at the time the advice
          is rendered, and

     o    is directly relevant to the determination of an entry on a tax return.

     Accordingly, even if this discussion addresses an issue regarding the tax
treatment of the owner of the offered certificates, investors are encouraged to
consult their own tax advisors regarding that issue. Investors should do so not
only as to federal taxes, but also as to state and local taxes. See "STATE AND
OTHER TAX CONSEQUENCES."

     The following discussion addresses securities of two general types:

     o    REMIC certificates, representing interests in a trust, or a portion of
          the assets of that trust, as to which a specified person or entity
          will make a real estate mortgage investment conduit, or REMIC,
          election under Sections 860A through 860G of the Internal Revenue
          Code; and

     o    grantor trust certificates, representing interests in a trust, or a
          portion of the assets of that trust, as to which no REMIC election
          will be made.

     We will indicate in the prospectus supplement for each series of offered
certificates whether the related trustee, another party to the related Governing
Document or an agent appointed by that trustee or other party will make a REMIC
election and/or act as tax administrator for the related trust. If the related
tax administrator is required to make a REMIC election, we also will identify in
the related prospectus supplement all regular interests and residual interests
in the resulting REMIC.

     The following discussion is limited to certificates offered under this
prospectus. In addition, this discussion applies only to the extent that the
related trust holds only mortgage loans. If a trust holds assets other than
mortgage loans, such as mortgage-backed securities, we will disclose in the
related prospectus supplement the tax consequences associated with those other
assets being included. In addition, if agreements other than guaranteed
investment contracts are included in a trust to provide interest rate protection
for the related offered certificates, the anticipated material tax consequences
associated with those agreements also will be discussed in the related
prospectus supplement. See "THE TRUST FUND--Arrangements Providing Reinvestment,
Interest Rate and Currency Related Protection."

     The following discussion is based in part on the rules governing original
issue discount in Sections 1271-1273 and 1275 of the Internal Revenue Code and
in the Treasury regulations issued under those sections. It is also based in
part on the rules governing REMICs in Sections 860A-860G of the Internal Revenue
Code and in the Treasury regulations issued or proposed under those sections.
The regulations relating to original issue discount do not adequately address
all issues relevant to, and in some instances provide that they are not
applicable to, securities such as the offered certificates.

REMICS

     General. With respect to each series of offered certificates as to which
the related tax administrator will make a REMIC election, our counsel will
deliver its opinion generally to the effect that, assuming compliance with all
provisions of the related Governing Document, and subject to any other
assumptions set forth in the opinion:

     o    the related trust, or the relevant designated portion of the trust,
          will qualify as a REMIC, and


                                     -134-



     o    those offered certificates will represent--

          1.   regular interests in the REMIC, or

          2.   residual interests in the REMIC.

     Any and all offered certificates representing interests in a REMIC will be
either--

     o    REMIC regular certificates, representing regular interests in the
          REMIC, or

     o    REMIC residual certificates, representing residual interests in the
          REMIC.

     If an entity electing to be treated as a REMIC fails to comply with the
ongoing requirements of the Internal Revenue Code for REMIC status, it may lose
its REMIC status. If so, the entity may become taxable as a corporation.
Therefore, the related certificates may not be given the tax treatment
summarized below. Although the Internal Revenue Code authorizes the Treasury
Department to issue regulations providing relief in the event of an inadvertent
termination of REMIC status, the Treasury Department has not done so. Any relief
mentioned above, moreover, may be accompanied by sanctions. These sanctions
could include the imposition of a corporate tax on all or a portion of a trust's
income for the period in which the requirements for REMIC status are not
satisfied. The Governing Document with respect to each REMIC will include
provisions designed to maintain its status as a REMIC under the Internal Revenue
Code.

     Characterization of Investments in REMIC Certificates. Unless we state
otherwise in the related prospectus supplement, the offered certificates that
are REMIC certificates will be treated as--

     o    "real estate assets" within the meaning of Section 856(c)(5)(B) of the
          Internal Revenue Code in the hands of a real estate investment trust,
          and

     o    "loans secured by an interest in real property" or other assets
          described in Section 7701(a)(19)(C) of the Internal Revenue Code in
          the hands of a thrift institution,

in the same proportion that the assets of the related REMIC are so treated.

     However, to the extent that the REMIC assets constitute mortgage loans on
property not used for residential or other prescribed purposes, the related
offered certificates will not be treated as assets qualifying under Section
7701(a)(19)(C). If 95% or more of the assets of the REMIC qualify for any of the
foregoing characterizations at all times during a calendar year, the related
offered certificates will qualify for the corresponding status in their entirety
for that calendar year.

     In addition, unless we state otherwise in the related prospectus
supplement, offered certificates that are REMIC regular certificates will be
"qualified mortgages" within the meaning of Section 860G(a)(3) of the Internal
Revenue Code in the hands of another REMIC.

     Finally, interest, including original issue discount, on offered
certificates that are REMIC regular certificates, and income allocated to
offered certificates that are REMIC residual certificates, will be interest
described in Section 856(c)(3)(B) of the Internal Revenue Code if received by a
real estate investment trust, to the extent that these certificates are treated
as "real estate assets" within the meaning of Section 856(c)(5)(B) of the
Internal Revenue Code.

     The related tax administrator will determine the percentage of the REMIC's
assets that constitute assets described in the above-referenced sections of the
Internal Revenue Code with respect to each calendar quarter based on the average
adjusted basis of each category of the assets held by the REMIC during that
calendar


                                     -135-



quarter. The related tax administrator will report those determinations to
certificateholders in the manner and at the times required by applicable
Treasury regulations.

     The assets of the REMIC will include, in addition to mortgage loans--

     o    collections on mortgage loans held pending payment on the related
          offered certificates, and

     o    any property acquired by foreclosure held pending sale, and may
          include amounts in reserve accounts.

     It is unclear whether property acquired by foreclosure held pending sale,
and amounts in reserve accounts, would be considered to be part of the mortgage
loans, or whether these assets otherwise would receive the same treatment as the
mortgage loans for purposes of the above-referenced sections of the Internal
Revenue Code. In addition, in some instances, the mortgage loans may not be
treated entirely as assets described in those sections of the Internal Revenue
Code. If so, we will describe in the related prospectus supplement those
mortgage loans that are characterized differently. The Treasury regulations do
provide, however, that cash received from collections on mortgage loans held
pending payment is considered part of the mortgage loans for purposes of Section
856(c)(5)(B) of the Internal Revenue Code, relating to real estate investment
trusts.

     To the extent a REMIC certificate represents ownership of an interest in a
mortgage loan that is secured in part by the related borrower's interest in a
bank account, that mortgage loan is not secured solely by real estate.
Accordingly:

     o    a portion of that certificate may not represent ownership of "loans
          secured by an interest in real property" or other assets described in
          Section 7701(a)(19)(C) of the Internal Revenue Code;

     o    a portion of that certificate may not represent ownership of "real
          estate assets" under Section 856(c)(5)(B) of the Internal Revenue
          Code; and

     o    the interest on that certificate may not constitute "interest on
          obligations secured by mortgages on real property" within the meaning
          of Section 856(c)(3)(B) of the Internal Revenue Code.

     Tiered REMIC Structures. For certain series of REMIC certificates, the
related tax administrator may make two or more REMIC elections as to the related
trust for federal income tax purposes. As to each of these series of REMIC
certificates, our counsel will opine that each portion of the related trust as
to which a REMIC election is to be made will qualify as a REMIC. Each of these
series will be treated as interests in one REMIC solely for purposes of
determining:

     o    whether the related REMIC certificates will be "real estate assets"
          within the meaning of Section 856(c)(5)(B) of the Internal Revenue
          Code,

     o    whether the related REMIC certificates will be "loans secured by an
          interest in real property" under Section 7701(a)(19)(C) of the
          Internal Revenue Code, and

     o    whether the interest/income on the related REMIC certificates is
          interest described in Section 856(c)(3)(B) of the Internal Revenue
          Code.

     Taxation of Owners of REMIC Regular Certificates.

     General. Except as otherwise stated in this discussion, the Internal
Revenue Code treats REMIC regular certificates as debt instruments issued by the
REMIC and not as ownership interests in the REMIC or its assets.


                                     -136-



Holders of REMIC regular certificates that otherwise report income under the
cash method of accounting must nevertheless report income with respect to REMIC
regular certificates under the accrual method.

     Original Issue Discount. Some REMIC regular certificates may be issued with
original issue discount within the meaning of Section 1273(a) of the Internal
Revenue Code. Any holders of REMIC regular certificates issued with original
issue discount generally will have to include original issue discount in income
as it accrues, in accordance with a constant yield method described below, prior
to the receipt of the cash attributable to that income. The Treasury Department
has issued regulations under Sections 1271 to 1275 of the Internal Revenue Code
generally addressing the treatment of debt instruments issued with original
issue discount. Section 1272(a)(6) of the Internal Revenue Code provides special
rules applicable to the accrual of original issue discount on, among other
things, REMIC regular certificates. The Treasury Department has not issued
regulations under that section. You should be aware, however, that Section
1272(a)(6) and the regulations under Sections 1271 to 1275 of the Internal
Revenue Code do not adequately address all issues relevant to, or are not
applicable to, prepayable securities such as the offered certificates. We
recommend that you consult with your own tax advisor concerning the tax
treatment of your offered certificates.

     The Internal Revenue Code requires, in computing the accrual of original
issue discount on REMIC regular certificates, that a reasonable assumption be
used concerning the rate at which borrowers will prepay the mortgage loans held
by the related REMIC. Further, adjustments must be made in the accrual of that
original issue discount to reflect differences between the prepayment rate
actually experienced and the assumed prepayment rate. The prepayment assumption
is to be determined in a manner prescribed in Treasury regulations that the
Treasury Department has not yet issued. The Committee Report indicates that the
regulations should provide that the prepayment assumption used with respect to a
REMIC regular certificate is determined once, at initial issuance, and must be
the same as that used in pricing. The prepayment assumption used in reporting
original issue discount for each series of REMIC regular certificates will be
consistent with this standard and will be disclosed in the related prospectus
supplement. However, neither we nor any other person will make any
representation that the mortgage loans underlying any series of REMIC regular
certificates will in fact prepay at a rate conforming to the prepayment
assumption or at any other rate or that the IRS will not challenge on audit the
prepayment assumption used.

     The original issue discount, if any, on a REMIC regular certificate will be
the excess of its stated redemption price at maturity over its issue price.

     The issue price of a particular class of REMIC regular certificates will be
the first cash price at which a substantial amount of those certificates are
sold, excluding sales to bond houses, brokers and underwriters. If less than a
substantial amount of a particular class of REMIC regular certificates is sold
for cash on or prior to the related date of initial issuance of those
certificates, the issue price for that class will be the fair market value of
that class on the date of initial issuance.

     Under the Treasury regulations, the stated redemption price of a REMIC
regular certificate is equal to the total of all payments to be made on that
certificate other than qualified stated interest. Qualified stated interest is
interest that is unconditionally payable at least annually, during the entire
term of the instrument, at:

     o    a single fixed rate,

     o    a "qualified floating rate,"

     o    an "objective rate,"

     o    a combination of a single fixed rate and one or more "qualified
          floating rates,"

     o    a combination of a single fixed rate and one "qualified inverse
          floating rate," or


                                     -137-



     o    a combination of "qualified floating rates" that does not operate in a
          manner that accelerates or defers interest payments on the REMIC
          regular certificate.

     In the case of REMIC regular certificates bearing adjustable interest
rates, the determination of the total amount of original issue discount and the
timing of the inclusion of that discount will vary according to the
characteristics of those certificates. If the original issue discount rules
apply to those certificates, we will describe in the related prospectus
supplement the manner in which those rules will be applied with respect to those
certificates in preparing information returns to the certificateholders and the
IRS.

     Some classes of REMIC regular certificates may provide that the first
interest payment with respect to those certificates be made more than one month
after the date of initial issuance, a period that is longer than the subsequent
monthly intervals between interest payments. Assuming the accrual period for
original issue discount is the monthly period that ends on each distribution
date, then, as a result of this long first accrual period, some or all interest
payments may be required to be included in the stated redemption price of the
REMIC regular certificate and accounted for as original issue discount. Because
interest on REMIC regular certificates must in any event be accounted for under
an accrual method, applying this analysis would result in only a slight
difference in the timing of the inclusion in income of the yield on the REMIC
regular certificates.

     In addition, if the accrued interest to be paid on the first distribution
date is computed with respect to a period that begins prior to the date of
initial issuance, a portion of the purchase price paid for a REMIC regular
certificate will reflect that accrued interest. In those cases, information
returns provided to the certificateholders and the IRS will be based on the
position that the portion of the purchase price paid for the interest accrued
prior to the date of initial issuance is treated as part of the overall cost of
the REMIC regular certificate. Therefore, the portion of the interest paid on
the first distribution date in excess of interest accrued from the date of
initial issuance to the first distribution date is included in the stated
redemption price of the REMIC regular certificate. However, the Treasury
regulations state that all or some portion of this accrued interest may be
treated as a separate asset, the cost of which is recovered entirely out of
interest paid on the first distribution date. It is unclear how an election to
do so would be made under these regulations and whether this election could be
made unilaterally by a certificateholder.

     Notwithstanding the general definition of original issue discount, original
issue discount on a REMIC regular certificate will be considered to be de
minimis if it is less than 0.25% of the stated redemption price of the
certificate multiplied by its weighted average maturity. For this purpose, the
weighted average maturity of a REMIC regular certificate is computed as the sum
of the amounts determined, as to each payment included in the stated redemption
price of the certificate, by multiplying:

     o    the number of complete years, rounding down for partial years, from
          the date of initial issuance, until that payment is expected to be
          made, presumably taking into account the prepayment assumption, by

     o    a fraction--

          1.   the numerator of which is the amount of the payment, and

          2.   the denominator of which is the stated redemption price at
               maturity of the certificate.

     Under the Treasury regulations, original issue discount of only a de
minimis amount, other than de minimis original issue discount attributable to a
so-called "teaser" interest rate or an initial interest holiday, will be
included in income as each payment of stated principal is made, based on the
product of:

     o    the total amount of the de minimis original issue discount, and


                                     -138-



     o    a fraction--

          1.   the numerator of which is the amount of the principal payment,
               and

          2.   the denominator of which is the outstanding stated principal
               amount of the subject REMIC regular certificate.

     The Treasury regulations also would permit you to elect to accrue de
minimis original issue discount into income currently based on a constant yield
method. See "--REMICs--Taxation of Owners of REMIC Regular Certificates--Market
Discount" below for a description of that election under the applicable Treasury
regulations.

     If original issue discount on a REMIC regular certificate is in excess of a
de minimis amount, the holder of the certificate must include in ordinary gross
income the sum of the daily portions of original issue discount for each day
during its taxable year on which it held the certificate, including the purchase
date but excluding the disposition date. In the case of an original holder of a
REMIC regular certificate, the daily portions of original issue discount will be
determined as described below in this "--Original Issue Discount" subsection.

     As to each accrual period, the related tax administrator will calculate the
original issue discount that accrued during that accrual period. For these
purposes, an accrual period is, unless we otherwise state in the related
prospectus supplement, the period that begins on a date that corresponds to a
distribution date, or in the case of the first accrual period, begins on the
date of initial issuance, and ends on the day preceding the next following
distribution date. The portion of original issue discount that accrues in any
accrual period will equal the excess, if any, of:

     o    the sum of:

          1.   the present value, as of the end of the accrual period, of all of
               the payments remaining to be made on the subject REMIC regular
               certificate, if any, in future periods, presumably taking into
               account the prepayment assumption, and

          2.   the payments made on that certificate during the accrual period
               of amounts included in the stated redemption price, over

     o    the adjusted issue price of the subject REMIC regular certificate at
          the beginning of the accrual period.

     The adjusted issue price of a REMIC regular certificate is:

     o    the issue price of the certificate, increased by

     o    the total amount of original issue discount previously accrued on the
          certificate, reduced by

     o    the amount of all prior payments of amounts included in its stated
          redemption price.

The present value of the remaining payments referred to in item 1. of the second
preceding sentence will be calculated:

     o    assuming that payments on the REMIC regular certificate will be
          received in future periods based on the related mortgage loans being
          prepaid at a rate equal to the prepayment assumption;


                                     -139-



     o    using a discount rate equal to the original yield to maturity of the
          certificate, based on its issue price and the assumption that the
          related mortgage loans will be prepaid at a rate equal to the
          prepayment assumption; and

     o    taking into account events, including actual prepayments, that have
          occurred before the close of the accrual period.

     The original issue discount accruing during any accrual period, computed as
described above, will be allocated ratably to each day during the accrual period
to determine the daily portion of original issue discount for that day.

     A subsequent purchaser of a REMIC regular certificate that purchases the
certificate at a cost, excluding any portion of that cost attributable to
accrued qualified stated interest, that is less than its remaining stated
redemption price, will also be required to include in gross income the daily
portions of any original issue discount with respect to the certificate.
However, the daily portion will be reduced, if the cost is in excess of its
adjusted issue price, in proportion to the ratio that the excess bears to the
total original issue discount remaining to be accrued on the certificate. The
adjusted issue price of a REMIC regular certificate, as of any date of
determination, equals the sum of:

     o    the adjusted issue price or, in the case of the first accrual period,
          the issue price, of the certificate at the beginning of the accrual
          period which includes that date of determination, and

     o    the daily portions of original issue discount for all days during that
          accrual period prior to that date of determination.

     If the foregoing method for computing original issue discount results in a
negative amount of original issue discount as to any accrual period with respect
to a REMIC regular certificate held by you, the amount of original issue
discount accrued for that accrual period will be zero. You may not deduct the
negative amount currently. Instead, you will only be permitted to offset the
negative amount against future positive original issue discount, if any,
attributable to the certificate. Although not free from doubt, it is possible
that you may be permitted to recognize a loss to the extent your basis in the
certificate exceeds the maximum amount of payments that you could ever receive
with respect to the certificate. However, the loss may be a capital loss, which
is limited in its deductibility. The foregoing considerations are particularly
relevant to certificates that have no, or a disproportionately small, amount of
principal because they can have negative yields if the mortgage loans held by
the related REMIC prepay more quickly than anticipated. See "RISK FACTORS--The
Investment Performance of Your Offered Certificate Will Depend Upon Payments,
Defaults and Losses on the Underlying Mortgage Loans; and Those Payments,
Defaults and Losses May Be Highly Unpredictable."

     The Treasury regulations in some circumstances permit the holder of a debt
instrument to recognize original issue discount under a method that differs from
that used by the issuer. Accordingly, it is possible that you may be able to
select a method for recognizing original issue discount that differs from that
used by the trust in preparing reports to you and the IRS. Prospective
purchasers of the REMIC regular certificates are encouraged to consult their tax
advisors concerning the tax treatment of these certificates in this regard.

     The Treasury Department proposed regulations on August 24, 2004 concerning
the accrual of interest income by the holders of REMIC regular interests. The
proposed regulations would create a special rule for accruing original issue
discount on REMIC regular certificates that provide for a delay between record
and distribution dates, such that the period over which original issue discount
accrues coincides with the period over which the certificate holder's right to
interest payment accrues under the governing contract provisions rather than
over the period between distribution dates. If the proposed regulations are
adopted in the same form as proposed, certificate holders would be required to
accrue interest from the issue date to the first record date, but would not be
required to accrue interest after the last record date. The proposed regulations
are limited to REMIC regular

                                     -140-



certificates with delayed payment periods of fewer than 32 days. The proposed
regulations are proposed to apply to any REMIC regular certificate issued after
the date the final regulations are published in the Federal Register. The
proposed regulations provide automatic consent for the holder of a REMIC regular
certificate to change its method of accounting for original issue discount under
the final regulations. The change is proposed to be made on a cut-off basis and,
thus, does not affect REMIC regular interests certificates before the date the
final regulations are published in the Federal Register.

     The Treasury Department issued a notice of proposed rulemaking on the
timing of income and deductions attributable to interest-only regular interests
in a REMIC on August 24, 2004. In this notice, the Treasury Department and the
IRS requested comments on whether to adopt special rules for taxing regular
interests in a REMIC that are entitled only to a specified portion of the
interest in respect of one or more mortgage loans held by the REMIC, high-yield
REMIC regular interests, and apparent negative-yield instruments. The Treasury
Department and the IRS also requested comments on different methods for taxing
the foregoing instruments, including the possible recognition of negative
amounts of original issue discount, the formulation of special guidelines for
the application of Internal Revenue Code Section 166 to REMIC IOs and similar
instruments, and the adoption of a new alternative method applicable to REMIC
IOs and similar instruments. It is uncertain whether IRS actually will propose
any regulations as a consequence of the solicitation of comments and when any
resulting new rules would be effective.

     Market Discount. You will be considered to have purchased a REMIC regular
certificate at a market discount if--

     o    in the case of a certificate issued without original issue discount,
          you purchased the certificate at a price less than its remaining
          stated principal amount, or

     o    in the case of a certificate issued with original issue discount, you
          purchased the certificate at a price less than its adjusted issue
          price.

     If you purchase a REMIC regular certificate with more than a de minimis
amount of market discount, you will recognize gain upon receipt of each payment
representing stated redemption price. Under Section 1276 of the Internal Revenue
Code, you generally will be required to allocate the portion of each payment
representing some or all of the stated redemption price first to accrued market
discount not previously included in income. You must recognize ordinary income
to that extent. You may elect to include market discount in income currently as
it accrues rather than including it on a deferred basis in accordance with the
foregoing. If made, this election will apply to all market discount bonds
acquired by you on or after the first day of the first taxable year to which
this election applies.

     The Treasury regulations also permit you to elect to accrue all interest
and discount, including de minimis market or original issue discount, in income
as interest, and to amortize premium, based on a constant yield method. Your
making this election with respect to a REMIC regular certificate with market
discount would be deemed to be an election to include currently market discount
in income with respect to all other debt instruments with market discount that
you acquire during the taxable year of the election or thereafter, and possibly
previously acquired instruments. Similarly, your making this election as to a
certificate acquired at a premium would be deemed to be an election to amortize
bond premium, with respect to all debt instruments having amortizable bond
premium that you own or acquire. See "--REMICs --Taxation of Owners of REMIC
Regular Certificates--Premium" below.

     Each of the elections described above to accrue interest and discount, and
to amortize premium, with respect to a certificate on a constant yield method or
as interest would be irrevocable except with the approval of the IRS.


                                     -141-



     However, market discount with respect to a REMIC regular certificate will
be considered to be de minimis for purposes of Section 1276 of the Internal
Revenue Code if the market discount is less than 0.25% of the remaining stated
redemption price of the certificate multiplied by the number of complete years
to maturity remaining after the date of its purchase. In interpreting a similar
rule with respect to original issue discount on obligations payable in
installments, the Treasury regulations refer to the weighted average maturity of
obligations. It is likely that the same rule will be applied with respect to
market discount, presumably taking into account the prepayment assumption. If
market discount is treated as de minimis under this rule, it appears that the
actual discount would be treated in a manner similar to original issue discount
of a de minimis amount. See "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above. This treatment would generally
result in discount being included in income at a slower rate than discount would
be required to be included in income using the method described above.

     Section 1276(b)(3) of the Internal Revenue Code specifically authorizes the
Treasury Department to issue regulations providing for the method for accruing
market discount on debt instruments, the principal of which is payable in more
than one installment. Until regulations are issued by the Treasury Department,
the relevant rules described in the Committee Report apply. The Committee Report
indicates that in each accrual period, you may accrue market discount on a REMIC
regular certificate held by you, at your option:

     o    on the basis of a constant yield method,

     o    in the case of a certificate issued without original issue discount,
          in an amount that bears the same ratio to the total remaining market
          discount as the stated interest paid in the accrual period bears to
          the total amount of stated interest remaining to be paid on the
          certificate as of the beginning of the accrual period, or

     o    in the case of a certificate issued with original issue discount, in
          an amount that bears the same ratio to the total remaining market
          discount as the original issue discount accrued in the accrual period
          bears to the total amount of original issue discount remaining on the
          certificate at the beginning of the accrual period.

     The prepayment assumption used in calculating the accrual of original issue
discount is also used in calculating the accrual of market discount.

     To the extent that REMIC regular certificates provide for monthly or other
periodic payments throughout their term, the effect of these rules may be to
require market discount to be includible in income at a rate that is not
significantly slower than the rate at which the discount would accrue if it were
original issue discount. Moreover, in any event a holder of a REMIC regular
certificate generally will be required to treat a portion of any gain on the
sale or exchange of the certificate as ordinary income to the extent of the
market discount accrued to the date of disposition under one of the foregoing
methods, less any accrued market discount previously reported as ordinary
income.

     Further, Section 1277 of the Internal Revenue Code may require you to defer
a portion of your interest deductions for the taxable year attributable to any
indebtedness incurred or continued to purchase or carry a REMIC regular
certificate purchased with market discount. For these purposes, the de minimis
rule referred to above applies. Any deferred interest expense would not exceed
the market discount that accrues during the related taxable year and is, in
general, allowed as a deduction not later than the year in which the related
market discount is includible in income. If you have elected, however, to
include market discount in income currently as it accrues, the interest deferral
rule described above would not apply.

     Premium. A REMIC regular certificate purchased at a cost, excluding any
portion of the cost attributable to accrued qualified stated interest, that is
greater than its remaining stated redemption price will be considered to be
purchased at a premium. You may elect under Section 171 of the Internal Revenue
Code to amortize the


                                     -142-



premium over the life of the certificate as an offset against qualified stated
interest. If made, this election will apply to all debt instruments having
amortizable bond premium that you own or subsequently acquire. The IRS has
issued regulations on the amortization of bond premium, but they specifically do
not apply to holders of REMIC regular certificates.

     The Treasury regulations also permit you to elect to include all interest,
discount and premium in income based on a constant yield method, further
treating you as having made the election to amortize premium generally. See
"--Taxation of Owners of REMIC Regular Certificates--Market Discount" above. The
Committee Report states that the same rules that apply to accrual of market
discount and require the use of a prepayment assumption in accruing market
discount with respect to REMIC regular certificates without regard to whether
those certificates have original issue discount, will also apply in amortizing
bond premium under Section 171 of the Internal Revenue Code.

     Whether you will be treated as holding a REMIC regular certificate with
amortizable bond premium will depend on--

     o    the purchase price paid for your offered certificate, and

     o    the payments remaining to be made on your offered certificate at the
          time of its acquisition by you.

     If you acquire an interest in any class of REMIC regular certificates
issued at a premium, you should consider consulting your own tax advisor
regarding the possibility of making an election to amortize the premium.

     Realized Losses. Under Section 166 of the Internal Revenue Code, if you are
either a corporate holder of a REMIC regular certificate or a noncorporate
holder of a REMIC regular certificate that acquires the certificate in
connection with a trade or business, you should be allowed to deduct, as
ordinary losses, any losses sustained during a taxable year in which your
offered certificate becomes wholly or partially worthless as the result of one
or more realized losses on the related mortgage loans. However, if you are a
noncorporate holder that does not acquire a REMIC regular certificate in
connection with a trade or business, it appears that--

     o    you will not be entitled to deduct a loss under Section 166 of the
          Internal Revenue Code until your offered certificate becomes wholly
          worthless, which is when its principal balance has been reduced to
          zero, and

     o    the loss will be characterized as a short-term capital loss.

     You will also have to accrue interest and original issue discount with
respect to your REMIC regular certificate, without giving effect to any
reductions in payments attributable to defaults or delinquencies on the related
mortgage loans, until it can be established that those payment reductions are
not recoverable. As a result, your taxable income in a period could exceed your
economic income in that period. If any of those amounts previously included in
taxable income are not ultimately received due to a loss on the related mortgage
loans, you should be able to recognize a loss or reduction in income. However,
the law is unclear with respect to the timing and character of this loss or
reduction in income.

     Taxation of Owners of REMIC Residual Certificates.

     General. Although a REMIC is a separate entity for federal income tax
purposes, the Internal Revenue Code does not subject a REMIC to entity-level
taxation, except with regard to prohibited transactions and the other
transactions described under "--REMICs--Prohibited Transactions Tax and Other
Taxes" below. Rather, a holder of REMIC residual certificates must generally
include in income the taxable income or net loss of the related REMIC.
Accordingly, the Internal Revenue Code treats the REMIC residual certificates
much differently


                                     -143-



than it would if they were direct ownership interests in the related mortgage
loans or as debt instruments issued by the related REMIC.

     Holders of REMIC residual certificates generally will be required to report
their daily portion of the taxable income or, subject to the limitations noted
in this discussion, the net loss of the related REMIC for each day during a
calendar quarter that they own those certificates. For this purpose, the taxable
income or net loss of the REMIC will be allocated to each day in the calendar
quarter ratably using a "30 days per month/90 days per quarter/360 days per
year" convention unless we otherwise disclose in the related prospectus
supplement. These daily amounts then will be allocated among the holders of the
REMIC residual certificates in proportion to their respective ownership
interests on that day. Any amount included in the residual certificateholders'
gross income or allowed as a loss to them by virtue of this paragraph will be
treated as ordinary income or loss. The taxable income of the REMIC will be
determined under the rules described below in "--REMICs--Taxation of Owners of
REMIC Residual Certificates--Taxable Income of the REMIC." Holders of REMIC
residual certificates must report the taxable income of the related REMIC
without regard to the timing or amount of cash payments by the REMIC until the
REMIC's termination. Income derived from the REMIC residual certificates will be
"portfolio income" for the purposes of the limitations under Section 469 of the
Internal Revenue Code on the deductibility of "passive losses."

     A holder of a REMIC residual certificate that purchased the certificate
from a prior holder also will be required to report on its federal income tax
return amounts representing its daily share of the taxable income, or net loss,
of the related REMIC for each day that it holds the REMIC residual certificate.
These daily amounts generally will equal the amounts of taxable income or net
loss determined as described above. The Committee Report indicates that
modifications of the general rules may be made, by regulations, legislation or
otherwise to reduce, or increase, the income of a holder of a REMIC residual
certificate. These modifications would occur when a holder purchases the REMIC
residual certificate from a prior holder at a price other than the adjusted
basis that the REMIC residual certificate would have had in the hands of an
original holder of that certificate. The Treasury regulations, however, do not
provide for these modifications.

     Any payments that you receive from the seller of a REMIC residual
certificate in connection with the acquisition of that certificate will be
income to you.

     The Treasury Department has issued final regulations, effective May 11,
2004, which address the federal income tax treatment of "inducement fees"
received by transferees of noneconomic REMIC residual interests. The final
regulations require inducement fees to be included in income over a period
reasonably related to the period in which the related REMIC residual interest is
expected to generate taxable income or net loss to its holder. The final
regulations provide two safe harbor methods which permit transferees to include
inducement fees in income, either (i) in the same amounts and over the same
period that the taxpayer uses for financial reporting purposes, provided that
such period is not shorter than the period the REMIC is expected to generate
taxable income or (ii) ratably over the remaining anticipated weighted average
life of all the regular and residual interests issued by the REMIC, determined
based on actual distributions projected as remaining to be made on such
interests under the prepayment assumption. If the holder of a REMIC residual
interest sells or otherwise disposes of the residual certificate, any
unrecognized portion of the inducement fee must be taken into account at the
time of the sale or disposition. The final regulations also provide that an
inducement fee shall be treated as income from sources within the United States.
In addition, the IRS has issued administrative guidance addressing the
procedures by which transferees of noneconomic REMIC residual interests may
obtain automatic consent from the IRS to change the method of accounting for
REMIC inducement fee income to one of the safe harbor methods provided in these
final regulations (including a change from one safe harbor method to the other
safe harbor method). Prospective purchasers of the REMIC residual certificates
are encouraged to consult with their tax advisors regarding the effect of these
final regulations and the related guidance regarding the procedures for
obtaining automatic consent to change the method of accounting.


                                     -144-



     Tax liability with respect to the amount of income that holders of REMIC
residual certificates will be required to report, will often exceed the amount
of cash payments received from the related REMIC for the corresponding period.
Consequently, you should have--

     o    other sources of funds sufficient to pay any federal income taxes due
          as a result of your ownership of REMIC residual certificates, or

     o    unrelated deductions against which income may be offset.

See, however, the rules discussed below relating to:

     o    excess inclusions,

     o    residual interests without significant value, and

     o    noneconomic residual interests.

     The fact that the tax liability associated with this income allocated to
you may exceed the cash payments received by you for the corresponding period
may significantly and adversely affect their after-tax rate of return. This
disparity between income and payments may not be offset by corresponding losses
or reductions of income attributable to your REMIC residual certificates until
subsequent tax years. Even then, the extra income may not be completely offset
due to changes in the Internal Revenue Code, tax rates or character of the
income or loss. Therefore, REMIC residual certificates will ordinarily have a
negative value at the time of issuance. See "RISK FACTORS--Residual Interests in
a Real Estate Mortgage Investment Conduit Have Adverse Tax Consequences."

     Taxable Income of the REMIC. The taxable income of a REMIC will equal:

     o    the income from the mortgage loans and other assets of the REMIC; plus

     o    any cancellation of indebtedness income due to the allocation of
          realized losses to those REMIC certificates constituting regular
          interests in the REMIC; less the following items--

          1.   the deductions allowed to the REMIC for interest, including
               original issue discount but reduced by any premium on issuance,
               on any class of REMIC certificates constituting regular interests
               in the REMIC, whether offered or not,

          2.   amortization of any premium on the mortgage loans held by the
               REMIC,

          3.   bad debt losses with respect to the mortgage loans held by the
               REMIC, and

          4.   except as described below in this "--Taxable Income of the REMIC"
               subsection, servicing, administrative and other expenses.

     For purposes of determining its taxable income, a REMIC will have an
initial aggregate basis in its assets equal to the sum of the issue prices of
all REMIC certificates, or in the case of REMIC certificates not sold initially,
their fair market values. The aggregate basis will be allocated among the
mortgage loans and the other assets of the REMIC in proportion to their
respective fair market values. The issue price of any REMIC certificates offered
hereby will be determined in the manner described above under
"--REMICs--Taxation of Owners of REMIC Regular Certificates--Original Issue
Discount." The issue price of a REMIC certificate received in exchange for an
interest in mortgage loans or other property will equal the fair market value of
the interests in the mortgage loans or other property. Accordingly, if one or
more classes of REMIC certificates are


                                     -145-



retained initially rather than sold, the related tax administrator may be
required to estimate the fair market value of these interests in order to
determine the basis of the REMIC in the mortgage loans and other property held
by the REMIC.

     Subject to possible application of the de minimis rules, the method of
accrual by a REMIC of original issue discount income and market discount income
with respect to mortgage loans that it holds will be equivalent to the method
for accruing original issue discount income for holders of REMIC regular
certificates. That method is a constant yield method taking into account the
prepayment assumption. However, a REMIC that acquires loans at a market discount
must include that market discount in income currently, as it accrues, on a
constant yield basis. See "--REMICs--Taxation of Owners of REMIC Regular
Certificates" above, which describes a method for accruing the discount income
that is analogous to that required to be used by a REMIC as to mortgage loans
with market discount that it holds.

     A REMIC will acquire a mortgage loan with discount, or premium, to the
extent that the REMIC's basis, determined as described in the preceding
paragraph, is different from its stated redemption price. Discount will be
includible in the income of the REMIC as it accrues, in advance of receipt of
the cash attributable to that income, under a method similar to the method
described above for accruing original issue discount on the REMIC regular
certificates. A REMIC probably will elect under Section 171 of the Internal
Revenue Code to amortize any premium on the mortgage loans that it holds.
Premium on any mortgage loan to which this election applies may be amortized
under a constant yield method, presumably taking into account the prepayment
assumption.

     A REMIC will be allowed deductions for interest, including original issue
discount, on all of the certificates that constitute regular interests in the
REMIC, whether or not offered hereby, as if those certificates were indebtedness
of the REMIC. Original issue discount will be considered to accrue for this
purpose as described above under "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount." However, the de minimis rule described
in that section will not apply in determining deductions.

     If a class of REMIC regular certificates is issued at a price in excess of
the stated redemption price of that class, the net amount of interest deductions
that are allowed to the REMIC in each taxable year with respect to those
certificates will be reduced by an amount equal to the portion of that excess
that is considered to be amortized in that year. It appears that this excess
should be amortized under a constant yield method in a manner analogous to the
method of accruing original issue discount described above under
"--REMICs--Taxation of Owners of REMIC Regular Certificates--Original Issue
Discount."

     As a general rule, the taxable income of a REMIC will be determined as if
the REMIC were an individual having the calendar year as its taxable year and
using the accrual method of accounting. However, no item of income, gain, loss
or deduction allocable to a prohibited transaction will be taken into account.
See "--REMICs--Prohibited Transactions Tax and Other Taxes" below. Further, the
limitation on miscellaneous itemized deductions imposed on individuals by
Section 67 of the Internal Revenue Code will not be applied at the REMIC level
so that the REMIC will be allowed full deductions for servicing, administrative
and other non-interest expenses in determining its taxable income. All those
expenses will be allocated as a separate item to the holders of the related
REMIC certificates, subject to the limitation of Section 67 of the Internal
Revenue Code. See "--REMICs--Taxation of Owners of REMIC Residual
Certificates--Possible Pass-Through of Miscellaneous Itemized Deductions" below.
If the deductions allowed to the REMIC exceed its gross income for a calendar
quarter, the excess will be the net loss for the REMIC for that calendar
quarter.

     Basis Rules, Net Losses and Distributions. The adjusted basis of a REMIC
residual certificate will be equal to:

     o    the amount paid for that REMIC residual certificate,

     o    increased by amounts included in the income of the holder of that
          REMIC residual certificate, and


                                     -146-



     o    decreased, but not below zero, by payments made, and by net losses
          allocated, to the holder of that REMIC residual certificate.

     A holder of a REMIC residual certificate is not allowed to take into
account any net loss for any calendar quarter to the extent that the net loss
exceeds the adjusted basis to that holder as of the close of that calendar
quarter, determined without regard to that net loss. Any loss that is not
currently deductible by reason of this limitation may be carried forward
indefinitely to future calendar quarters and, subject to the same limitation,
may be used only to offset income from the REMIC residual certificate.

     Any distribution on a REMIC residual certificate will be treated as a
nontaxable return of capital to the extent it does not exceed the holder's
adjusted basis in the REMIC residual certificate. To the extent a distribution
on a REMIC residual certificate exceeds the holder's adjusted basis, it will be
treated as gain from the sale of that REMIC residual certificate.

     A holder's basis in a REMIC residual certificate will initially equal the
amount paid for the certificate and will be increased by that holder's allocable
share of taxable income of the related REMIC. However, these increases in basis
may not occur until the end of the calendar quarter, or perhaps the end of the
calendar year, with respect to which the related REMIC's taxable income is
allocated to that holder. To the extent the initial basis of the holder of a
REMIC residual certificate is less than the distributions to that holder, and
increases in the initial basis either occur after these distributions or,
together with the initial basis, are less than the amount of these payments,
gain will be recognized to that holder on these distributions. This gain will be
treated as gain from the sale of its REMIC residual certificate.

     The effect of these rules is that a holder of a REMIC residual certificate
may not amortize its basis in a REMIC residual certificate, but may only recover
its basis:

     o    through distributions,

     o    through the deduction of any net losses of the REMIC, or

     o    upon the sale of its REMIC residual certificate.

See "--REMICs--Sales of REMIC Certificates" below.

     For a discussion of possible modifications of these rules that may require
adjustments to income of a holder of a REMIC residual certificate other than an
original holder see "--REMICs--Taxation of Owners of REMIC Residual
Certificates--General" above. These adjustments could require a holder of a
REMIC residual certificate to account for any difference between the cost of the
certificate to the holder and the adjusted basis of the certificate would have
been in the hands of an original holder.

     Excess Inclusions. Any excess inclusions with respect to a REMIC residual
certificate will be subject to federal income tax in all events. In general, the
excess inclusions with respect to a REMIC residual certificate for any calendar
quarter will be the excess, if any, of:

     o    the daily portions of REMIC taxable income allocable to that
          certificate, over

     o    the sum of the daily accruals for each day during the quarter that the
          certificate was held by that holder.

     The daily accruals of a holder of a REMIC residual certificate will be
determined by allocating to each day during a calendar quarter its ratable
portion of a numerical calculation. That calculation is the product of the
adjusted issue price of the REMIC residual certificate at the beginning of the
calendar quarter and 120% of the


                                     -147-



long-term Federal rate in effect on the date of initial issuance. For this
purpose, the adjusted issue price of a REMIC residual certificate as of the
beginning of any calendar quarter will be equal to:

     o    the issue price of the certificate, increased by

     o    the sum of the daily accruals for all prior quarters, and decreased,
          but not below zero, by

     o    any payments made with respect to the certificate before the beginning
          of that quarter.

     The issue price of a REMIC residual certificate is the initial offering
price to the public at which a substantial amount of the REMIC residual
certificates were sold, but excluding sales to bond houses, brokers and
underwriters or, if no sales have been made, their initial value. The long-term
Federal rate is an average of current yields on Treasury securities with a
remaining term of greater than nine years, computed and published monthly by the
IRS.

     Although it has not done so, the Treasury Department has authority to issue
regulations that would treat the entire amount of income accruing on a REMIC
residual certificate as excess inclusions if the REMIC residual interest
evidenced by that certificate is considered not to have significant value.

     For holders of REMIC residual certificates, excess inclusions:

     o    will not be permitted to be offset by deductions, losses or loss
          carryovers from other activities,

     o    will be treated as unrelated business taxable income to an otherwise
          tax-exempt organization, and

     o    will not be eligible for any rate reduction or exemption under any
          applicable tax treaty with respect to the 30% United States
          withholding tax imposed on payments to holders of REMIC residual
          certificates that are foreign investors.

See, however, "--REMICs--Foreign Investors in REMIC Certificates" below.

     Furthermore, for purposes of the alternative minimum tax:

     o    excess inclusions will not be permitted to be offset by the
          alternative tax net operating loss deduction, and

     o    alternative minimum taxable income may not be less than the taxpayer's
          excess inclusions.

     This last rule has the effect of preventing non-refundable tax credits from
reducing the taxpayer's income tax to an amount lower than the alternative
minimum tax on excess inclusions.

     In the case of any REMIC residual certificates held by a real estate
investment trust, or REIT, the total excess inclusions with respect to these
REMIC residual certificates will be allocated among the shareholders of the REIT
in proportion to the dividends received by the shareholders from the REIT. Any
amount so allocated will be treated as an excess inclusion with respect to a
REMIC residual certificate as if held directly by the shareholder. The total
excess inclusions referred to in the previous sentence will be reduced, but not
below zero, by any REIT taxable income, within the meaning of Section 857(b)(2)
of the Internal Revenue Code, other than any net capital gain. Treasury
regulations yet to be issued could apply a similar rule to:

     o    regulated investment companies,

     o    common trusts, and


                                     -148-



     o    some cooperatives.

The Treasury regulations, however, currently do not address this subject.

     Noneconomic REMIC Residual Certificates. Under the Treasury regulations,
transfers of noneconomic REMIC residual certificates will be disregarded for all
federal income tax purposes if "a significant purpose of the transfer was to
enable the transferor to impede the assessment or collection of tax." If a
transfer is disregarded, the purported transferor will continue to remain liable
for any taxes due with respect to the income on the noneconomic REMIC residual
certificate. The Treasury regulations provide that a REMIC residual certificate
is noneconomic unless, based on the prepayment assumption and on any required or
permitted clean up calls, or required liquidation provided for in the related
Governing Document:

     o    the present value of the expected future payments on the REMIC
          residual certificate equals at least the present value of the expected
          tax on the anticipated excess inclusions, and

     o    the transferor reasonably expects that the transferee will receive
          payments with respect to the REMIC residual certificate at or after
          the time the taxes accrue on the anticipated excess inclusions in an
          amount sufficient to satisfy the accrued taxes.

     The present value calculation referred to above is calculated using the
applicable Federal rate for obligations whose term ends on the close of the last
quarter in which excess inclusions are expected to accrue with respect to the
REMIC residual certificate. This rate is computed and published monthly by the
IRS.

     Accordingly, all transfers of REMIC residual certificates that may
constitute noneconomic residual interests will be subject to restrictions under
the terms of the related Governing Document that are intended to reduce the
possibility of any transfer being disregarded. These restrictions will require
an affidavit:

     o    from each party to the transfer, stating that no purpose of the
          transfer is to impede the assessment or collection of tax,

     o    from the prospective transferee, providing representations as to its
          financial condition and that it understands that, as the holder of a
          non-economic REMIC residual certificate, it may incur tax liabilities
          in excess of any cash flows generated by the REMIC residual
          certificate and that such transferee intends to pay its taxes
          associated with holding such REMIC residual certificate as they become
          due, and

     o    from the prospective transferor, stating that it has made a reasonable
          investigation to determine the transferee's historic payment of its
          debts and ability to continue to pay its debts as they come due in the
          future.

     Final Treasury regulations issued on July 18, 2002 (the "Safe Harbor
Regulations"), provide that transfers of noneconomic residual interests must
meet two additional requirements to qualify for the safe harbor: (i) the
transferee must represent that it will not cause income from the noneconomic
residual interest to be attributable to a foreign permanent establishment or
fixed base (within the meaning of an applicable income tax treaty, hereafter a
"foreign branch") of the transferee or another U.S. taxpayer, and (ii) the
transfer must satisfy either an "asset test" or a "formula test" provided under
the REMIC Regulations. A transfer to an "eligible corporation," generally a
domestic corporation, will satisfy the asset test if: at the time of the
transfer, and at the close of each of the transferee's two fiscal years
preceding the transferee's fiscal year of transfer, the transferee's gross and
net assets for financial reporting purposes exceed $100 million and $10 million,
respectively, in each case, exclusive of any obligations of certain related
persons, the transferee agrees in writing that any subsequent transfer of the
interest will be to another eligible corporation in a transaction that satisfies
the asset test, and the transferor does not know or have reason to know, that
the transferee will not honor these restrictions on subsequent transfers, and a

                                     -149-



reasonable person would not conclude, based on the facts and circumstances known
to the transferor on or before the date of the transfer (specifically including
the amount of consideration paid in connection with the transfer of the
noneconomic residual interest) that the taxes associated with the residual
interest will not be paid. In addition, the direct or indirect transfer of the
residual interest to a foreign branch of a domestic corporation is not treated
as a transfer to an eligible corporation under the asset test. The "formula
test" makes the safe harbor unavailable unless the present value of the
anticipated tax liabilities associated with holding the residual interest did
not exceed the sum of:

     o    the present value of any consideration given to the transferee to
          acquire the interest,

     o    the present value of the expected future distributions on the
          interest, and

     o    the present value (computed using a discount rate equal to the
          applicable Federal short-term rate) of the anticipated tax savings
          associated with the holding of the interest as the REMIC generates
          losses.

     If the transferee has been subject to the alternative minimum tax in the
preceding two years and will compute its taxable income in the current taxable
year using the alternative minimum tax rate, then it may use the alternative
minimum tax rate in lieu of the corporate tax rate. In addition, the direct or
indirect transfer of the residual interest to a foreign branch of a domestic
corporation is not treated as a transfer to an eligible corporation under the
formula test.

     The Governing Document will require that all transferees of residual
certificates furnish an affidavit as to the applicability of one of the safe
harbors of the Safe Harbor Regulations, unless the transferor has waived the
requirement that the transferee do so.

     Prospective investors are encouraged to consult their own tax advisors as
to the applicability and effect of these alternative safe harbor tests.

     Prior to purchasing a REMIC residual certificate, prospective purchasers
should consider the possibility that a purported transfer of a REMIC residual
certificate to another party at some future date may be disregarded in
accordance with the above-described rules. This would result in the retention of
tax liability by the transferor with respect to that purported transfer.

     We will disclose in the related prospectus supplement whether the offered
REMIC residual certificates may be considered noneconomic residual interests
under the Treasury regulations. However, we will base any disclosure that a
REMIC residual certificate will not be considered noneconomic upon various
assumptions. Further, we will make no representation that a REMIC residual
certificate will not be considered noneconomic for purposes of the
above-described rules.

     See "--REMICs--Foreign Investors in REMIC Certificates" below for
additional restrictions applicable to transfers of REMIC residual certificates
to foreign persons.

     Mark-to-Market Rules. Regulations under Section 475 of the Internal Revenue
Code require that a securities dealer mark to market securities held for sale to
customers. This mark-to-market requirement applies to all securities owned by a
dealer, except to the extent that the dealer has specifically identified a
security as held for investment. These regulations provide that for purposes of
this mark-to-market requirement, a REMIC residual certificate is not treated as
a security for purposes of Section 475 of the Internal Revenue Code. Thus, a
REMIC residual certificate is not subject to the mark-to-market rules. We
recommend that prospective purchasers of a REMIC residual certificate consult
their tax advisors regarding these regulations.


                                     -150-



     Transfers of REMIC Residual Certificates to Investors That Are Foreign
Persons. Unless we otherwise state in the related prospectus supplement,
transfers of REMIC residual certificates to investors that are foreign persons
under the Internal Revenue Code will be prohibited under the related Governing
Documents.

     Pass-Through of Miscellaneous Itemized Deductions. Fees and expenses of a
REMIC generally will be allocated to the holders of the related REMIC residual
certificates. The applicable Treasury regulations indicate, however, that in the
case of a REMIC that is similar to a single class grantor trust, all or a
portion of these fees and expenses should be allocated to the holders of the
related REMIC regular certificates. Unless we state otherwise in the related
prospectus supplement, however, these fees and expenses will be allocated to
holders of the related REMIC residual certificates in their entirety and not to
the holders of the related REMIC regular certificates.

     If the holder of a REMIC certificate receives an allocation of fees and
expenses in accordance with the preceding discussion, and if that holder is:

     o    an individual,

     o    an estate or trust, or

     o    a Pass-Through Entity beneficially owned by one or more individuals,
          estates or trusts,

     then--

     o    an amount equal to this individual's, estate's or trust's share of
          these fees and expenses will be added to the gross income of this
          holder, and

     o    the individual's, estate's or trust's share of these fees and expenses
          will be treated as a miscellaneous itemized deduction allowable
          subject to the limitation of Section 67 of the Internal Revenue Code,
          which permits the deduction of these fees and expenses only to the
          extent they exceed, in total, 2% of a taxpayer's adjusted gross
          income.

     In addition, Section 68 of the Internal Revenue Code currently provides
that the amount of itemized deductions otherwise allowable for an individual
whose adjusted gross income exceeds a specified amount will be reduced by an
amount equal to the lesser of:

     o    3% of the excess, if any, of such taxpayer's adjusted gross income, or

     o    80% of the amount of itemized deductions otherwise allowable for such
          tax year.

     Under current law, the applicable reduction will be two-thirds of the above
amount for taxable years beginning in 2006 and 2007, and one-third of the above
amount for taxable years beginning in 2008 and 2009. For taxable years beginning
after December 31, 2009, the reduction of itemized deductions is repealed.
Furthermore, in determining the alternative minimum taxable income of a holder
of a REMIC certificate that is--

     o    an individual,

     o    an estate or trust, or

     o    a Pass-Through Entity beneficially owned by one or more individuals,
          estates or trusts,


                                     -151-



no deduction will be allowed for the holder's allocable portion of servicing
fees and other miscellaneous itemized deductions of the REMIC, even though an
amount equal to the amount of these fees and other deductions will be included
in the holder's gross income.

     The amount of additional taxable income reportable by holders of REMIC
certificates that are subject to the limitations of either Section 67 or Section
68 of the Internal Revenue Code, or the complete disallowance of the related
expenses for alternative minimum tax purposes, may be substantial.

     Accordingly, REMIC certificates to which these expenses are allocated will
generally not be appropriate investments for:

     o    an individual,

     o    an estate or trust, or

     o    a Pass-Through Entity beneficially owned by one or more individuals,
          estates or trusts.

     We recommend that those prospective investors consult with their tax
advisors prior to making an investment in a REMIC certificate to which these
expenses are allocated.

     Sales of REMIC Certificates. If a REMIC certificate is sold, the selling
certificateholder will recognize gain or loss equal to the difference between
the amount realized on the sale and its adjusted basis in the REMIC certificate.
The adjusted basis of a REMIC regular certificate generally will equal:

     o    the cost of the certificate to that certificateholder, increased by

     o    income reported by that certificateholder with respect to the
          certificate, including original issue discount and market discount
          income, and reduced, but not below zero, by

     o    payments on the certificate received by that certificateholder,
          amortized premium and realized losses allocated to the certificate and
          previously deducted by the certificateholder.

     The adjusted basis of a REMIC residual certificate will be determined as
described above under "--REMICs--Taxation of Owners of REMIC Residual
Certificates--Basis Rules, Net Losses and Distributions." Except as described
below in this "--Sales of REMIC Certificates" subsection, any gain or loss from
your sale of a REMIC certificate will be capital gain or loss, provided that you
hold the certificate as a capital asset within the meaning of Section 1221 of
the Internal Revenue Code, which is generally property held for investment.

     In addition to the recognition of gain or loss on actual sales, the
Internal Revenue Code requires the recognition of gain, but not loss, upon the
constructive sale of an appreciated financial position. A constructive sale of
an appreciated financial position occurs if a taxpayer enters into a transaction
or series of transactions that have the effect of substantially eliminating the
taxpayer's risk of loss and opportunity for gain with respect to the financial
instrument. Debt instruments that--

     o    entitle the holder to a specified principal amount,

     o    pay interest at a fixed or variable rate, and

     o    are not convertible into the stock of the issuer or a related party,


                                     -152-



cannot be the subject of a constructive sale for this purpose. Because most
REMIC regular certificates meet this exception, Section 1259 will not apply to
most REMIC regular certificates. However, REMIC regular certificates that have
no, or a disproportionately small, amount of principal, can be the subject of a
constructive sale.

     Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include the net capital
gain in total net investment income for the taxable year. A taxpayer would do so
because of the rule that limits the deduction of interest on indebtedness
incurred to purchase or carry property held for investment to a taxpayer's net
investment income.

     As of the date of this prospectus, the Internal Revenue Code provides for
lower rates as to long-term capital gains than those applicable to the
short-term capital gains and ordinary income recognized or received by
individuals. No similar rate differential exists for corporations. In addition,
the distinction between a capital gain or loss and ordinary income or loss is
relevant for other purposes to both individuals and corporations.

     Gain from the sale of a REMIC regular certificate that might otherwise be a
capital gain will be treated as ordinary income to the extent that the gain does
not exceed the excess, if any, of:

     o    the amount that would have been includible in the seller's income with
          respect to that REMIC regular certificate assuming that income had
          accrued on the certificate at a rate equal to 110% of the applicable
          Federal rate determined as of the date of purchase of the certificate,
          which is a rate based on an average of current yields on Treasury
          securities having a maturity comparable to that of the certificate
          based on the application of the prepayment assumption to the
          certificate, over

     o    the amount of ordinary income actually includible in the seller's
          income prior to that sale.

     In addition, gain recognized on the sale of a REMIC regular certificate by
a seller who purchased the certificate at a market discount will be taxable as
ordinary income in an amount not exceeding the portion of that discount that
accrued during the period the certificate was held by the seller, reduced by any
market discount included in income under the rules described above under
"--REMICs--Taxation of Owners of REMIC Regular Certificates--Market Discount"
and "--Premium."

     REMIC certificates will be "evidences of indebtedness" within the meaning
of Section 582(c)(1) of the Internal Revenue Code, so that gain or loss
recognized from the sale of a REMIC certificate by a bank or thrift institution
to which that section of the Internal Revenue Code applies will be ordinary
income or loss.

     A portion of any gain from the sale of a REMIC regular certificate that
might otherwise be capital gain may be treated as ordinary income to the extent
that a holder holds the certificate as part of a "conversion transaction" within
the meaning of Section 1258 of the Internal Revenue Code. A conversion
transaction generally is one in which the taxpayer has taken two or more
positions in the same or similar property that reduce or eliminate market risk,
if substantially all of the taxpayer's return is attributable to the time value
of the taxpayer's net investment in that transaction. The amount of gain so
realized in a conversion transaction that is recharacterized as ordinary income
generally will not exceed the amount of interest that would have accrued on the
taxpayer's net investment at 120% of the appropriate applicable Federal rate at
the time the taxpayer enters into the conversion transaction, subject to
appropriate reduction for prior inclusion of interest and other ordinary income
items from the transaction.

     Except as may be provided in Treasury regulations yet to be issued, a loss
realized on the sale of a REMIC residual certificate will be subject to the
"wash sale" rules of Section 1091 of the Internal Revenue Code, if during the
period beginning six months before, and ending six months after, the date of
that sale the seller of that certificate:

     o    reacquires that same REMIC residual certificate,


                                     -153-



     o    acquires any other residual interest in a REMIC, or

     o    acquires any similar interest in a taxable mortgage pool, as defined
          in Section 7701(i) of the Internal Revenue Code.

In that event, any loss realized by the holder of a REMIC residual certificate
on the sale will not be recognized or deductible currently, but instead will be
added to that holder's adjusted basis in the newly-acquired asset.

     Prohibited Transactions Tax and Other Taxes. The Internal Revenue Code
imposes a tax on REMICs equal to 100% of the net income derived from prohibited
transactions. In general, subject to specified exceptions, a prohibited
transaction includes:

     o    the disposition of a non-defaulted mortgage loan,

     o    the receipt of income from a source other than a mortgage loan or
          other Permitted Investments,

     o    the receipt of compensation for services, or

     o    the gain from the disposition of an asset purchased with collections
          on the mortgage loans for temporary investment pending payment on the
          REMIC certificates.

     It is not anticipated that any REMIC will engage in any prohibited
transactions as to which it would be subject to this tax.

     In addition, some contributions to a REMIC made after the day on which the
REMIC issues all of its interests could result in the imposition of a tax on the
REMIC equal to 100% of the value of the contributed property. The related
Governing Document will include provisions designed to prevent the acceptance of
any contributions that would be subject to this tax.

     REMICs also are subject to federal income tax at the highest corporate rate
on Net Income From Foreclosure Property, determined by reference to the rules
applicable to REITs. The related Governing Documents may permit the special
servicer to conduct activities with respect to a mortgaged property acquired by
one of our trusts in a manner that causes the trust to incur this tax, if doing
so would, in the reasonable discretion of the special servicer, maximize the net
after-tax proceeds to certificateholders. However, under no circumstance may the
special servicer allow the acquired mortgaged property to cease to be a
"Permitted Investment" under Section 860G(a)(5) of the Internal Revenue Code.

     Unless we state otherwise in the related prospectus supplement, and to the
extent permitted by then applicable laws, any tax on prohibited transactions,
particular contributions or Net Income From Foreclosure Property, and any state
or local income or franchise tax, that may be imposed on the REMIC will be borne
by the related trustee, tax administrator, master servicer, special servicer or
manager, in any case out of its own funds, provided that--

     o    the person has sufficient assets to do so, and

     o    the tax arises out of a breach of that person's obligations under
          select provisions of the related Governing Document.

     Any tax not borne by one of these persons would be charged against the
related trust resulting in a reduction in amounts payable to holders of the
related REMIC certificates.


                                     -154-



     Tax and Restrictions on Transfers of REMIC Residual Certificates to
Particular Organizations. If a REMIC residual certificate is transferred to a
Disqualified Organization, a tax will be imposed in an amount equal to the
product of:

     o    the present value of the total anticipated excess inclusions with
          respect to the REMIC residual certificate for periods after the
          transfer, and

     o    the highest marginal federal income tax rate applicable to
          corporations.

     The value of the anticipated excess inclusions is discounted using the
applicable Federal rate for obligations whose term ends on the close of the last
quarter in which excess inclusions are expected to accrue with respect to the
REMIC residual certificate.

     The anticipated excess inclusions must be determined as of the date that
the REMIC residual certificate is transferred and must be based on:

     o    events that have occurred up to the time of the transfer,

     o    the prepayment assumption, and

     o    any required or permitted clean up calls or required liquidation
          provided for in the related Governing Document.

     The tax on transfers to Disqualified Organizations generally would be
imposed on the transferor of the REMIC residual certificate, except when the
transfer is through an agent for a Disqualified Organization. In that case, the
tax would instead be imposed on the agent. However, a transferor of a REMIC
residual certificate would in no event be liable for the tax with respect to a
transfer if:

     o    the transferee furnishes to the transferor an affidavit that the
          transferee is not a Disqualified Organization, and

     o    as of the time of the transfer, the transferor does not have actual
          knowledge that the affidavit is false.

     In addition, if a Pass-Through Entity includes in income excess inclusions
with respect to a REMIC residual certificate, and a Disqualified Organization is
the record holder of an interest in that entity, then a tax will be imposed on
that entity equal to the product of:

     o    the amount of excess inclusions on the certificate that are allocable
          to the interest in the Pass-Through Entity held by the Disqualified
          Organization, and

     o    the highest marginal federal income tax rate imposed on corporations.

     A Pass-Through Entity will not be subject to this tax for any period,
however, if each record holder of an interest in that Pass-Through Entity
furnishes to that Pass-Through Entity:

     o    the holder's social security number and a statement under penalties of
          perjury that the social security number is that of the record holder,
          or

     o    a statement under penalties of perjury that the record holder is not a
          Disqualified Organization.


                                     -155-



     If an Electing Large Partnership holds a REMIC residual certificate, all
interests in the Electing Large Partnership are treated as held by Disqualified
Organizations for purposes of the tax imposed on pass-through entities described
in the second preceding paragraph. This tax on Electing Large Partnerships must
be paid even if each record holder of an interest in that partnership provides a
statement mentioned in the prior paragraph.

     In addition, a person holding an interest in a Pass-Through Entity as a
nominee for another person will, with respect to that interest, be treated as a
Pass-Through Entity.

     Moreover, an entity will not qualify as a REMIC unless there are reasonable
arrangements designed to ensure that:

     o    the residual interests in the entity are not held by Disqualified
          Organizations, and

     o    the information necessary for the application of the tax described in
          this prospectus will be made available.

     We will include in the related Governing Document restrictions on the
transfer of REMIC residual certificates and other provisions that are intended
to meet this requirement, and we will discuss those restrictions and provisions
in any prospectus supplement relating to the offering of any REMIC residual
certificate.

     Termination. A REMIC will terminate immediately after the distribution date
following receipt by the REMIC of the final payment with respect to the related
mortgage loans or upon a sale of the REMIC's assets following the adoption by
the REMIC of a plan of complete liquidation. The last payment on a REMIC regular
certificate will be treated as a payment in retirement of a debt instrument. In
the case of a REMIC residual certificate, if the last payment on that
certificate is less than the REMIC residual certificateholder's adjusted basis
in the certificate, that holder should, but may not, be treated as realizing a
capital loss equal to the amount of that difference.

     Reporting and Other Administrative Matters. Solely for purposes of the
administrative provisions of the Internal Revenue Code, a REMIC will be treated
as a partnership and holders of the related REMIC residual certificates will be
treated as partners. Unless we otherwise state in the related prospectus
supplement, the related tax administrator will file REMIC federal income tax
returns on behalf of the REMIC, and will be designated as and will act as or on
behalf of the tax matters person with respect to the REMIC in all respects.

     As, or as agent for, the tax matters person, the related tax administrator,
subject to applicable notice requirements and various restrictions and
limitations, generally will have the authority to act on behalf of the REMIC and
the holders of the REMIC residual certificates in connection with the
administrative and judicial review of the REMIC's--

     o    income,

     o    deductions,

     o    gains,

     o    losses, and

     o    classification as a REMIC.

     Holders of REMIC residual certificates generally will be required to report
these REMIC items consistently with their treatment on the related REMIC's tax
return. In addition, these holders may in some circumstances be bound by a
settlement agreement between the related tax administrator, as, or as agent for,
the


                                     -156-



tax matters person, and the IRS concerning any REMIC item. Adjustments made to
the REMIC's tax return may require these holders to make corresponding
adjustments on their returns. An audit of the REMIC's tax return, or the
adjustments resulting from that audit, could result in an audit of a holder's
return.

     No REMIC will be registered as a tax shelter under section 6111 of the
Internal Revenue Code. Any person that holds a REMIC residual certificate as a
nominee for another person may be required to furnish to the related REMIC, in a
manner to be provided in Treasury regulations, the name and address of that
other person, as well as other information.

     Reporting of interest income, including any original issue discount, with
respect to REMIC regular certificates is required annually, and may be required
more frequently under Treasury regulations. These information reports generally
are required to be sent or made readily available through electronic means to
individual holders of REMIC regular certificates and the IRS. Holders of REMIC
regular certificates that are--

     o    corporations,

     o    trusts,

     o    securities dealers, and

     o    various other non-individuals,

will be provided interest and original issue discount income information and the
information set forth in the following paragraphs. This information will be
provided upon request in accordance with the requirements of the applicable
regulations. The information must be provided by the later of:

     o    30 days after the end of the quarter for which the information was
          requested, or

     o    two weeks after the receipt of the request.

     Reporting with respect to REMIC residual certificates, including--

     o    income,

     o    excess inclusions,

     o    investment expenses, and

     o    relevant information regarding qualification of the REMIC's assets,

will be made as required under the Treasury regulations, generally on a
quarterly basis.

     As applicable, the REMIC regular certificate information reports will
include a statement of the adjusted issue price of the REMIC regular certificate
at the beginning of each accrual period. In addition, the reports will include
information required by regulations with respect to computing the accrual of any
market discount. Because exact computation of the accrual of market discount on
a constant yield method would require information relating to the holder's
purchase price that the REMIC may not have, the regulations only require that
information pertaining to the appropriate proportionate method of accruing
market discount be provided. See "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Market Discount."

     Unless we otherwise specify in the related prospectus supplement, the
responsibility for complying with the foregoing reporting rules will be borne by
the related tax administrator for the subject REMIC.


                                     -157-



     Backup Withholding with Respect to REMIC Certificates. Payments of interest
and principal, as well as payments of proceeds from the sale of REMIC
certificates, may be subject to the backup withholding tax under Section 3406 of
the Internal Revenue Code if recipients of these payments:

     o    fail to furnish to the payor information regarding, among other
          things, their taxpayer identification numbers, or

     o    otherwise fail to establish an exemption from this tax.

     Any amounts deducted and withheld from a payment to a recipient would be
allowed as a credit against the recipient's federal income tax. Furthermore,
penalties may be imposed by the IRS on a recipient of payments that is required
to supply information but that does not do so in the proper manner.

     Foreign Investors in REMIC Certificates. Unless we otherwise disclose in
the related prospectus supplement, a holder of a REMIC regular certificate that
is--

     o    a foreign person, and

     o    not subject to federal income tax as a result of any direct or
          indirect connection to the United States in addition to its ownership
          of that certificate,

will normally not be subject to United States federal income or withholding tax
with respect to a payment on a REMIC regular certificate. To avoid withholding
or tax, that holder must comply with applicable identification requirements.
These requirements include delivery of a statement, signed by the
certificateholder under penalties of perjury, certifying that the
certificateholder is a foreign person and providing the name, address and any
other information with respect to the certificateholder as may be required by
regulations issued by the Treasury Department. Special rules apply to
partnerships, estates and trusts, and in certain circumstances certifications as
to foreign status and other matters may be required to be provided by partners
and beneficiaries thereof.

     For these purposes, a foreign person is anyone other than a U.S. Person.

     It is possible that the IRS may assert that the foregoing tax exemption
should not apply with respect to a REMIC regular certificate held by a person or
entity that owns directly or indirectly a 10% or greater interest in the related
REMIC residual certificates. If the holder does not qualify for exemption,
payments of interest, including payments in respect of accrued original issue
discount, to that holder may be subject to a tax rate of 30%, subject to
reduction under any applicable tax treaty.

     It is possible, under regulations promulgated under Section 881 of the
Internal Revenue Code concerning conduit financing transactions, that the
exemption from withholding taxes described above may also not be available to a
holder who is a foreign person and either--

     o    owns 10% or more of one or more underlying mortgagors, or

     o    if the holder is a controlled foreign corporation, is related to one
          or more mortgagors in the applicable trust.

     Further, it appears that a REMIC regular certificate would not be included
in the estate of a nonresident alien individual and would not be subject to
United States estate taxes. However, it is recommended that certificateholders
who are nonresident alien individuals consult their tax advisors concerning this
question.


                                     -158-



     Unless we otherwise state in the related prospectus supplement, the related
Governing Document will prohibit transfers of REMIC residual certificates to
investors that are:

     o    foreign persons, or

     o    U.S. Persons, if classified as a partnership under the Internal
          Revenue Code, unless all of their beneficial owners are U.S. Persons.

GRANTOR TRUSTS

     Classification of Grantor Trusts. With respect to each series of grantor
trust certificates, our counsel will deliver its opinion to the effect that,
assuming compliance with all provisions of the related Governing Document, the
related trust, or relevant portion of that trust, will be classified as a
grantor trust under subpart E, part I of subchapter J of the Internal Revenue
Code and not as a partnership or an association taxable as a corporation.

     A grantor trust certificate may be classified as either of the following
types of certificate:

     o    a grantor trust fractional interest certificate representing an
          undivided equitable ownership interest in the principal of the
          mortgage loans constituting the related grantor trust, together with
          interest, if any, on those loans at a pass-through rate; or

     o    a grantor trust strip certificate representing ownership of all or a
          portion of the difference between--

          1.   interest paid on the mortgage loans constituting the related
               grantor trust, minus

          2.   the sum of:

               o    normal administration fees, and

               o    interest paid to the holders of grantor trust fractional
                    interest certificates issued with respect to that grantor
                    trust

     A grantor trust strip certificate may also evidence a nominal ownership
interest in the principal of the mortgage loans constituting the related grantor
trust.

     Characterization of Investments in Grantor Trust Certificates.

     Grantor Trust Fractional Interest Certificates. Unless we otherwise
disclose in the related prospectus supplement, any offered certificates that are
grantor trust fractional interest certificates will generally represent
interests in:

     o    "loans . . . secured by an interest in real property" within the
          meaning of Section 7701(a)(19)(C)(v) of the Internal Revenue Code, but
          only to the extent that the underlying mortgage loans have been made
          with respect to property that is used for residential or other
          prescribed purposes;

     o    "obligation[s] (including any participation or certificate of
          beneficial ownership therein) which . . . [are] principally secured by
          an interest in real property" within the meaning of Section 860G(a)(3)
          of the Internal Revenue Code; and

     o    "real estate assets" within the meaning of Section 856(c)(5)(B) of the
          Internal Revenue Code.


                                     -159-



     In addition, interest on offered certificates that are grantor trust
fractional interest certificates will, to the same extent, be considered
"interest on obligations secured by mortgages on real property or on interests
in real property" within the meaning of Section 856(c)(3)(B) of the Internal
Revenue Code.

     Grantor Trust Strip Certificates. Even if grantor trust strip certificates
evidence an interest in a grantor trust--

     o    consisting of mortgage loans that are "loans . . . secured by an
          interest in real property" within the meaning of Section
          7701(a)(19)(C)(v) of the Internal Revenue Code,

     o    consisting of mortgage loans that are "real estate assets" within the
          meaning of Section 856(c)(5)(B) of the Internal Revenue Code, and

     o    the interest on which is "interest on obligations secured by mortgages
          on real property" within the meaning of Section 856(c)(3)(B) of the
          Internal Revenue Code,

it is unclear whether the grantor trust strip certificates, and the income from
those certificates, will be so characterized. We recommend that prospective
purchasers to which the characterization of an investment in grantor trust strip
certificates is material consult their tax advisors regarding whether the
grantor trust strip certificates, and the income from those certificates, will
be so characterized.

     o    The grantor trust strip certificates will be "obligation[s] (including
          any participation or certificate of beneficial ownership therein)
          which . . . [are] principally secured by an interest in real property"
          within the meaning of Section 860G(a)(3)(A) of the Internal Revenue
          Code.

     Taxation of Owners of Grantor Trust Fractional Interest Certificates.

     General. Holders of a particular series of grantor trust fractional
interest certificates generally:

     o    will be required to report on their federal income tax returns their
          shares of the entire income from the underlying mortgage loans,
          including amounts used to pay reasonable servicing fees and other
          expenses, and

     o    will be entitled to deduct their shares of any reasonable servicing
          fees and other expenses.

     Because of stripped interests, market or original issue discount, or
premium, the amount includible in income on account of a grantor trust
fractional interest certificate may differ significantly from interest paid or
accrued on the underlying mortgage loans.

     Section 67 of the Internal Revenue Code allows an individual, estate or
trust holding a grantor trust fractional interest certificate directly or
through some types of pass-through entities a deduction for any reasonable
servicing fees and expenses only to the extent that the total of the holder's
miscellaneous itemized deductions exceeds two percent of the holder's adjusted
gross income.

     Section 68 of the Internal Revenue Code currently reduces the amount of
itemized deductions otherwise allowable for an individual whose adjusted gross
income exceeds a specified amount. Under current law, the applicable deduction
will be decreased by one-third for taxable years beginning in 2006 and 2007, and
by two-thirds in taxable years beginning in 2008 and 2009. For taxable years
beginning after December 31, 2009, the reduction of itemized deductions is
repealed.

     The amount of additional taxable income reportable by holders of grantor
trust fractional interest certificates who are subject to the limitations of
either Section 67 or Section 68 of the Internal Revenue Code may


                                      -160-



be substantial. Further, certificateholders, other than corporations, subject to
the alternative minimum tax may not deduct miscellaneous itemized deductions in
determining their alternative minimum taxable income.

     Although it is not entirely clear, it appears that in transactions in which
multiple classes of grantor trust certificates, including grantor trust strip
certificates, are issued, any fees and expenses should be allocated among those
classes of grantor trust certificates. The method of this allocation should
recognize that each class benefits from the related services. In the absence of
statutory or administrative clarification as to the method to be used, we
currently expect that information returns or reports to the IRS and
certificateholders will be based on a method that allocates these fees and
expenses among classes of grantor trust certificates with respect to each period
based on the payments made to each class during that period.

     The federal income tax treatment of grantor trust fractional interest
certificates of any series will depend on whether they are subject to the
stripped bond rules of Section 1286 of the Internal Revenue Code. Grantor trust
fractional interest certificates may be subject to those rules if:

     o    a class of grantor trust strip certificates is issued as part of the
          same series, or

     o    we or any of our affiliates retain, for our or its own account or for
          purposes of resale, a right to receive a specified portion of the
          interest payable on an underlying mortgage loan.

     Further, the IRS has ruled that an unreasonably high servicing fee retained
by a seller or servicer will be treated as a retained ownership interest in
mortgage loans that constitutes a stripped coupon. We will include in the
related prospectus supplement information regarding servicing fees paid out of
the assets of the related trust to:

     o    a master servicer,

     o    a special servicer,

     o    any sub-servicer, or

     o    their respective affiliates.

     With respect to certain categories of debt instruments, Section 1272(a)(6)
of the Internal Revenue Code requires the use of a reasonable prepayment
assumption in accruing original issue discount, and adjustments in the accrual
of original issue discount when prepayments do not conform to the prepayment
assumption.

     Legislation enacted in 1997 extended the scope of that section to cover
investments in any pool of debt instruments the yield on which may be affected
by reason of prepayments. The precise application of Section 1272(a)(6) of the
Internal Revenue Code to pools of debt instruments is unclear in certain
respects. For example, it is uncertain whether a prepayment assumption will be
applied collectively to all of a taxpayer's investments in these pools of debt
instruments, or on an investment-by-investment basis. Similarly, it is not clear
whether the assumed prepayment rate as to investments in grantor trust
fractional interest certificates is to be determined based on conditions at the
time of the first sale of the certificate or, with respect to any holder, at the
time of purchase of the certificate by that holder.

     We recommend that certificateholders consult their tax advisors concerning
reporting original issue discount, market discount and premium with respect to
grantor trust fractional interest certificates.

     In light of the application of Section 1286 of the Internal Revenue Code, a
beneficial owner of a stripped bond generally will be required to compute
accruals of original issue discount based on its yield, possibly taking into
account its own prepayment assumption. The information necessary to perform the
related calculations for


                                      -161-



information reporting purposes, however, generally will not be available to the
trustee. Accordingly, any information reporting provided by the trustee with
respect to these stripped bonds, which information will be based on pricing
information as of the closing date, will largely fail to reflect the accurate
accruals of original issue discount for these certificates. Prospective
investors therefore should be aware that the timing of accruals of original
issue discount applicable to a stripped bond generally will be different than
that reported to holders and the IRS. Prospective investors should consult their
own tax advisors regarding their obligation to compute and include in income the
correct amount of original issue discount accruals and any possible tax
consequences to them if they should fail to do so.

     If Stripped Bond Rules Apply. If the stripped bond rules apply, each
grantor trust fractional interest certificate will be treated as having been
issued with original issue discount within the meaning of Section 1273(a) of the
Internal Revenue Code. This is subject, however, to the discussion below
regarding:

     o    the treatment of some stripped bonds as market discount bonds, and

     o    de minimis market discount.

     See "--Grantor Trusts--Taxation of Owners of Grantor Trust Fractional
Interest Certificates-- Market Discount" below.

     The holder of a grantor trust fractional interest certificate will report
interest income from its grantor trust fractional interest certificate for each
month to the extent it constitutes "qualified stated interest" in accordance
with its normal method of accounting. See "REMICs--Taxation of Owners of REMIC
Regular Certificates--Original Issue Discount" in this prospectus for a
description of qualified stated interest.

     The original issue discount on a grantor trust fractional interest
certificate will be the excess of the certificate's stated redemption price over
its issue price. The issue price of a grantor trust fractional interest
certificate as to any purchaser will be equal to the price paid by that
purchaser of the grantor trust fractional interest certificate. The stated
redemption price of a grantor trust fractional interest certificate will be the
sum of all payments to be made on that certificate, other than qualified stated
interest, if any, and the certificate's share of reasonable servicing fees and
other expenses.

     See "--Grantor Trusts--Taxation of Owners of Grantor Trust Fractional
Interest Certificates--If Stripped Bond Rules Do Not Apply" for a definition of
"qualified stated interest." In general, the amount of that income that accrues
in any month would equal the product of:

     o    the holder's adjusted basis in the grantor trust fractional interest
          certificate at the beginning of the related month, as defined in
          "--Grantor Trusts--Sales of Grantor Trust Certificates," and

     o    the yield of that grantor trust fractional interest certificate to the
          holder.

     The yield would be computed at the rate, that, if used to discount the
holder's share of future payments on the related mortgage loans, would cause the
present value of those future payments to equal the price at which the holder
purchased the certificate. This rate is compounded based on the regular interval
between distribution dates. In computing yield under the stripped bond rules, a
certificateholder's share of future payments on the related mortgage loans will
not include any payments made with respect to any ownership interest in those
mortgage loans retained by us, a master servicer, a special servicer, a
sub-servicer or our or their respective affiliates, but will include the
certificateholder's share of any reasonable servicing fees and other expenses
and is based generally on the method described in Section 1272(a)(6) of the
Internal Revenue Code. The precise means of applying that method is uncertain in
various respects. See "--Grantor Trusts--Taxation of Owners of Grantor Trust
Fractional Interest Certificates--General."


                                      -162-



     In the case of a grantor trust fractional interest certificate acquired at
a price equal to the principal amount of the related mortgage loans allocable to
that certificate, the use of a prepayment assumption generally would not have
any significant effect on the yield used in calculating accruals of interest
income. In the case, however, of a grantor trust fractional interest certificate
acquired at a price less than or greater than the principal amount,
respectively, the use of a reasonable prepayment assumption would increase or
decrease the yield. Therefore, the use of this prepayment assumption would
accelerate or decelerate, respectively, the reporting of income.

     In the absence of statutory or administrative clarification, we currently
expect that information reports or returns to the IRS and certificateholders
will be based on:

     o    a prepayment assumption determined when certificates are offered and
          sold under this prospectus, which we will disclose in the related
          prospectus supplement, and

     o    a constant yield computed using a representative initial offering
          price for each class of certificates.

     However, neither we nor any other person will make any representation
     that--

     o    the mortgage loans in any of our trusts will in fact prepay at a rate
          conforming to the prepayment assumption used or any other rate, or

     o    the prepayment assumption will not be challenged by the IRS on audit.

     Certificateholders also should bear in mind that the use of a
representative initial offering price will mean that the information returns or
reports that we send, even if otherwise accepted as accurate by the IRS, will in
any event be accurate only as to the initial certificateholders of each series
who bought at that price.

     Under Treasury regulation section 1.1286-1, some stripped bonds are to be
treated as market discount bonds. Accordingly, any purchaser of that bond is to
account for any discount on the bond as market discount rather than original
issue discount. This treatment only applies, however, if immediately after the
most recent disposition of the bond by a person stripping one or more coupons
from the bond and disposing of the bond or coupon:

     o    there is no original issue discount or only a de minimis amount of
          original issue discount, or

     o    the annual stated rate of interest payable on the original bond is no
          more than one percentage point lower than the gross interest rate
          payable on the related mortgage loans, before subtracting any
          servicing fee or any stripped coupon.

     If interest payable on a grantor trust fractional interest certificate is
more than one percentage point lower than the gross interest rate payable on the
related mortgage loans, we will disclose that fact in the related prospectus
supplement. If the original issue discount or market discount on a grantor trust
fractional interest certificate determined under the stripped bond rules is less
than the product of:

     o    0.25% of the stated redemption price, and

     o    the weighted average maturity of the related mortgage loans,

then the original issue discount or market discount will be considered to be de
minimis. Original issue discount or market discount of only a de minimis amount
will be included in income in the same manner as de minimis original issue
discount and market discount described in "--Grantor Trusts--Taxation of Owners
of Grantor Trust Fractional Interest Certificates--If Stripped Bond Rules Do Not
Apply" and "--Market Discount" below.


                                      -163-




     If Stripped Bond Rules Do Not Apply. Subject to the discussion below on
original issue discount, if the stripped bond rules do not apply to a grantor
trust fractional interest certificate, the certificateholder will be required to
report its share of the interest income on the related mortgage loans in
accordance with the certificateholder's normal method of accounting. In that
case, the original issue discount rules will apply, even if the stripped bond
rules do not apply, to a grantor trust fractional interest certificate to the
extent it evidences an interest in mortgage loans issued with original issue
discount.

     The original issue discount, if any, on mortgage loans will equal the
difference between:

     o    the stated redemption price of the mortgage loans, and

     o    their issue price.

     For a definition of "stated redemption price," see "--REMICs--Taxation of
Owners of REMIC Regular Certificates--Original Issue Discount" above. In
general, the issue price of a mortgage loan will be the amount received by the
borrower from the lender under the terms of the mortgage loan. If the borrower
separately pays points to the lender that are not paid for services provided by
the lender, such as commitment fees or loan processing costs, the amount of
those points paid reduces the issue price.

     The stated redemption price of a mortgage loan will generally equal its
principal amount. The determination as to whether original issue discount will
be considered to be de minimis will be calculated using the same test as in the
REMIC discussion. See "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above.

     In the case of mortgage loans bearing adjustable or variable interest
rates, we will describe in the related prospectus supplement the manner in which
these rules will be applied with respect to the mortgage loans by the related
trustee or master servicer, as applicable, in preparing information returns to
certificateholders and the IRS.

     If original issue discount is in excess of a de minimis amount, all
original issue discount with respect to a mortgage loan will be required to be
accrued and reported in income each month, based generally on the method
described in Section 1272(a)(6) of the Internal Revenue Code. The precise means
of applying that method is uncertain in various respects, however. See
"--Grantor Trusts--Taxation of Owners of Grantor Trust Fractional Interest
Certificates--General."

     A purchaser of a grantor trust fractional interest certificate may purchase
the grantor trust fractional interest certificate at a cost less than the
certificate's allocable portion of the total remaining stated redemption price
of the underlying mortgage loans. In that case, the purchaser will also be
required to include in gross income the certificate's daily portions of any
original issue discount with respect to those mortgage loans. However, each
daily portion will be reduced, if the cost of the grantor trust fractional
interest certificate to the purchaser is in excess of the certificate's
allocable portion of the aggregate adjusted issue prices of the underlying
mortgage loans. The reduction will be approximately in proportion to the ratio
that the excess bears to the certificate's allocable portion of the total
original issue discount remaining to be accrued on those mortgage loans.

     The adjusted issue price of a mortgage loan on any given day equals the sum
of:

     o    the adjusted issue price or the issue price, in the case of the first
          accrual period, of the mortgage loan at the beginning of the accrual
          period that includes that day, and

     o    the daily portions of original issue discount for all days during the
          accrual period prior to that day.


                                      -164-



     The adjusted issue price of a mortgage loan at the beginning of any accrual
period will equal:

     o    the issue price of the mortgage loan, increased by

     o    the total amount of original issue discount with respect to the
          mortgage loan that accrued in prior accrual periods, and reduced by

     o    the amount of any payments made on the mortgage loan in prior accrual
          periods of amounts included in its stated redemption price.

     In the absence of statutory or administrative clarification, we currently
expect that information reports or returns to the IRS and certificateholders
will be based on:

     o    a prepayment assumption determined when the certificates are offered
          and sold under this prospectus and disclosed in the related prospectus
          supplement, and

     o    a constant yield computed using a representative initial offering
          price for each class of certificates.

     However, neither we nor any other person will make any representation
     that--

     o    the mortgage loans will in fact prepay at a rate conforming to the
          prepayment assumption or any other rate, or

     o    the prepayment assumption will not be challenged by the IRS on audit.

     Certificateholders also should bear in mind that the use of a
representative initial offering price will mean that the information returns or
reports, even if otherwise accepted as accurate by the IRS, will in any event be
accurate only as to the initial certificateholders of each series who bought at
that price.

     Market Discount. If the stripped bond rules do not apply to a grantor trust
fractional interest certificate, a certificateholder may be subject to the
market discount rules of Sections 1276 through 1278 of the Internal Revenue Code
to the extent an interest in a mortgage loan is considered to have been
purchased at a market discount. A mortgage loan is considered to have been
purchased at a market discount if--

     o    in the case of a mortgage loan issued without original issue discount,
          it is purchased at a price less than its remaining stated redemption
          price, or

     o    in the case of a mortgage loan issued with original issue discount, it
          is purchased at a price less than its adjusted issue price.

     If market discount is in excess of a de minimis amount, the holder
generally must include in income in each month the amount of the discount that
has accrued, under the rules described below, through that month that has not
previously been included in income. However, the inclusion will be limited, in
the case of the portion of the discount that is allocable to any mortgage loan,
to the payment of stated redemption price on the mortgage loan that is received
by or, for accrual method certificateholders, due to the trust in that month. A
certificateholder may elect to include market discount in income currently as it
accrues, under a constant yield method based on the yield of the certificate to
the holder, rather than including it on a deferred basis in accordance with the
foregoing. Such market discount will be accrued based generally on the method
described in Section 1272(a)(6) of the Internal Revenue Code. The precise means
of applying that method is uncertain in various respects, however. See "Grantor
Trusts--Taxation of Owners of Grantor Trust Fractional Interest
Certificates--General."


                                      -165-



     We recommend that certificateholders consult their own tax advisors
concerning accrual of market discount with respect to grantor trust fractional
interest certificates. Certificateholders should also refer to the related
prospectus supplement to determine whether and in what manner the market
discount will apply to the underlying mortgage loans purchased at a market
discount.

     To the extent that the underlying mortgage loans provide for periodic
payments of stated redemption price, you may be required to include market
discount in income at a rate that is not significantly slower than the rate at
which that discount would be included in income if it were original issue
discount.

     Market discount with respect to mortgage loans may be considered to be de
minimis and, if so, will be includible in income under de minimis rules similar
to those described under "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above.

     Further, under the rules described under "--REMICs--Taxation of Owners of
REMIC Regular Certificates--Market Discount" above, any discount that is not
original issue discount and exceeds a de minimis amount may require the deferral
of interest expense deductions attributable to accrued market discount not yet
includible in income, unless an election has been made to report market discount
currently as it accrues. This rule applies without regard to the origination
dates of the underlying mortgage loans.

     Premium. If a certificateholder is treated as acquiring the underlying
mortgage loans at a premium, which is a price in excess of their remaining
stated redemption price, the certificateholder may elect under Section 171 of
the Internal Revenue Code to amortize the portion of that premium allocable to
mortgage loans originated after September 27, 1985 using a constant yield
method. Amortizable premium is treated as an offset to interest income on the
related debt instrument, rather than as a separate interest deduction. However,
premium allocable to mortgage loans originated before September 28, 1985 or to
mortgage loans for which an amortization election is not made, should:

     o    be allocated among the payments of stated redemption price on the
          mortgage loan, and

     o    be allowed as a deduction as those payments are made or, for an
          accrual method certificateholder, due.

     It appears that a prepayment assumption should be used in computing
amortization of premium allowable under Section 171 of the Internal Revenue Code
similar to that described for calculating the accrual of market discount of
grantor trust fractional interest certificates based generally on the method
described in Section 1272(a)(6) of the Internal Revenue Code. The precise means
of applying that method is uncertain in various respects, however. See "Grantor
Trusts--Taxation of Owners of Grantor Trust Fractional Interest
Certificates--General."

     Taxation of Owners of Grantor Trust Strip Certificates. The stripped coupon
rules of section 1286 of the Internal Revenue Code will apply to the grantor
trust strip certificates. Except as described above under "--Grantor
Trusts--Taxation of Owners of Grantor Trust Fractional Interest Certificates--If
Stripped Bond Rules Apply," no regulations or published rulings under Section
1286 of the Internal Revenue Code have been issued and some uncertainty exists
as to how it will be applied to securities, such as the grantor trust strip
certificates. Accordingly, we recommend that you consult your tax advisors
concerning the method to be used in reporting income or loss with respect to
those certificates.

     The Treasury regulations promulgated under the original discount rules do
not apply to stripped coupons, although they provide general guidance as to how
the original issue discount sections of the Internal Revenue Code will be
applied.


                                      -166-



     Under the stripped coupon rules, it appears that original issue discount
will be required to be accrued in each month on the grantor trust strip
certificates based on a constant yield method. In effect, you would include as
interest income in each month an amount equal to the product of your adjusted
basis in the grantor trust strip certificate at the beginning of that month and
the yield of the grantor trust strip certificate to you. This yield would be
calculated based on:

     o    the price paid for that grantor trust strip certificate by you, and

     o    the projected payments remaining to be made on that grantor trust
          strip certificate at the time of the purchase, plus

     o    an allocable portion of the projected servicing fees and expenses to
          be paid with respect to the underlying mortgage loans.

     Such yield will accrue based generally on the method described in Section
1272(a)(6) of the Internal Revenue Code. The precise means of applying that
method is uncertain in various respects, however. See "Grantor Trusts--Taxation
of Owners of Grantor Trust Fractional Interest Certificates--General."

     If the method for computing original issue discount under Section
1272(a)(6) results in a negative amount of original issue discount as to any
accrual period with respect to a grantor trust strip certificate, the amount of
original issue discount allocable to that accrual period will be zero. That is,
no current deduction of the negative amount will be allowed to you. You will
instead only be permitted to offset that negative amount against future positive
original issue discount, if any, attributable to that certificate. Although not
free from doubt, it is possible that you may be permitted to deduct a loss to
the extent his or her basis in the certificate exceeds the maximum amount of
payments you could ever receive with respect to that certificate. However, the
loss may be a capital loss, which is limited in its deductibility. The foregoing
considerations are particularly relevant to grantor trust certificates with no,
or disproportionately small, amounts of principal, which can have negative
yields under circumstances that are not default related. See "RISK FACTORS--The
Investment Performance of Your Offered Certificates Will Depend Upon Payments,
Defaults and Losses on the Underlying Mortgage Loans; and Those Payments,
Defaults and Losses May Be Highly Unpredictable" above.

     The accrual of income on the grantor trust strip certificates will be
significantly slower using a prepayment assumption than if yield is computed
assuming no prepayments. In the absence of statutory or administrative
clarification, we currently expect that information returns or reports to the
IRS and certificateholders will be based on:

     o    the prepayment assumption we will disclose in the related prospectus
          supplement, and

     o    a constant yield computed using a representative initial offering
          price for each class of certificates.

     However, neither we nor any other person will make any representation
that--

     o    the mortgage loans in any of our trusts will in fact prepay at a rate
          conforming to the prepayment assumption or at any other rate or

     o    the prepayment assumption will not be challenged by the IRS on audit.

     We recommend that prospective purchasers of the grantor trust strip
certificates consult their tax advisors regarding the use of the prepayment
assumption.


                                      -167-



     Certificateholders also should bear in mind that the use of a
representative initial offering price will mean that the information returns or
reports, even if otherwise accepted as accurate by the IRS, will in any event be
accurate only as to the initial certificateholders of each series who bought at
that price.

     Sales of Grantor Trust Certificates. Any gain or loss recognized on the
sale or exchange of a grantor trust certificate by an investor who holds that
certificate as a capital asset, will be capital gain or loss, except as
described below in this "--Sales of Grantor Trust Certificates" subsection. The
amount recognized equals the difference between:

     o    the amount realized on the sale or exchange of a grantor trust
          certificate, and

     o    its adjusted basis.

     The adjusted basis of a grantor trust certificate generally will equal:

     o    its cost, increased by

     o    any income reported by the seller, including original issue discount
          and market discount income, and reduced, but not below zero, by

     o    any and all previously reported losses, amortized premium, and
          payments with respect to that grantor trust certificate.

     As of the date of this prospectus, the Internal Revenue Code provides for
lower rates as to long-term capital gains than those applicable to the
short-term capital gains and ordinary income realized or received by
individuals. No similar rate differential exists for corporations. In addition,
the distinction between a capital gain or loss and ordinary income or loss
remains relevant for other purposes.

     Gain or loss from the sale of a grantor trust certificate may be partially
or wholly ordinary and not capital in some circumstances. Gain attributable to
accrued and unrecognized market discount will be treated as ordinary income.
Gain or loss recognized by banks and other financial institutions subject to
Section 582(c) of the Internal Revenue Code will be treated as ordinary income.

     Furthermore, a portion of any gain that might otherwise be capital gain may
be treated as ordinary income to the extent that the grantor trust certificate
is held as part of a "conversion transaction" within the meaning of Section 1258
of the Internal Revenue Code. A conversion transaction generally is one in which
the taxpayer has taken two or more positions in the same or similar property
that reduce or eliminate market risk, if substantially all of the taxpayer's
return is attributable to the time value of the taxpayer's net investment in the
transaction. The amount of gain realized in a conversion transaction that is
recharacterized as ordinary income generally will not exceed the amount of
interest that would have accrued on the taxpayer's net investment at 120% of the
appropriate applicable Federal rate at the time the taxpayer enters into the
conversion transaction, subject to appropriate reduction for prior inclusion of
interest and other ordinary income items from the transaction.

     The Internal Revenue Code requires the recognition of gain upon the
constructive sale of an appreciated financial position. A constructive sale of
an appreciated financial position occurs if a taxpayer enters into a transaction
or series of transactions that have the effect of substantially eliminating the
taxpayer's risk of loss and opportunity for gain with respect to the financial
instrument. Debt instruments that--

     o    entitle the holder to a specified principal amount,

     o    pay interest at a fixed or variable rate, and


                                      -168-



     o    are not convertible into the stock of the issuer or a related party,

cannot be the subject of a constructive sale for this purpose. Because most
grantor trust certificates meet this exception, this Section will not apply to
most grantor trust certificates. However, some grantor trust certificates have
no, or a disproportionately small amount of, principal and these certificates
can be the subject of a constructive sale.

     Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include the net capital
gain in total net investment income for the relevant taxable year. This election
would be done for purposes of the rule that limits the deduction of interest on
indebtedness incurred to purchase or carry property held for investment to a
taxpayer's net investment income.

     Grantor Trust Reporting. Unless otherwise provided in the related
prospectus supplement, the related tax administrator will furnish or make
readily available through electronic means to each holder of a grantor trust
certificate with each payment a statement setting forth the amount of the
payment allocable to principal on the underlying mortgage loans and to interest
on those loans at the related pass-through rate. In addition, the related tax
administrator will furnish, within a reasonable time after the end of each
calendar year, to each person or entity that was the holder of a grantor trust
certificate at any time during that year, information regarding:

     o    the amount of servicing compensation received by a master servicer or
          special servicer, and

     o    all other customary factual information the reporting party deems
          necessary or desirable to enable holders of the related grantor trust
          certificates to prepare their tax returns.

     The reporting party will furnish comparable information to the IRS as and
when required by law to do so.

     Because the rules for accruing discount and amortizing premium with respect
to grantor trust certificates are uncertain in various respects, there is no
assurance the IRS will agree with the information reports of those items of
income and expense. Moreover, those information reports, even if otherwise
accepted as accurate by the IRS, will in any event be accurate only as to the
initial certificateholders that bought their certificates at the representative
initial offering price used in preparing the reports.

     On January 24, 2006, the Treasury Department published final regulations
which establish a reporting framework for interests in "widely held fixed
investment trusts" and place the responsibility of reporting on the person in
the ownership chain who holds an interest for a beneficial owner. A widely-held
fixed investment trust is defined as an arrangement classified as a "trust"
under Treasury regulation section 301.7701-4(c), in which any interest is held
by a middleman, which includes, but is not limited to:

     o    a custodian of a person's account,

     o    a nominee, and

     o    a broker holding an interest for a customer in street name.

     The trustee, or its designated agent, will be required to calculate and
provide information to requesting persons with respect to the trust in
accordance with these new regulations beginning with respect to the 2007
calendar year. The trustee (or its designated agent), or the applicable
middleman (in the case of interests held through a middleman), will be required
to file information returns with the IRS and provide tax information statements
to holders in accordance with these new regulations after December 31, 2007.

     Backup Withholding. In general, the rules described under "--REMICs--Backup
Withholding with Respect to REMIC Certificates" above will also apply to grantor
trust certificates.


                                      -169-



     Foreign Investors. In general, the discussion with respect to REMIC regular
certificates under "--REMICs--Foreign Investors in REMIC Certificates" above
applies to grantor trust certificates. However, unless we otherwise specify in
the related prospectus supplement, grantor trust certificates will be eligible
for exemption from U.S. withholding tax, subject to the conditions described in
the discussion above, only to the extent the related mortgage loans were
originated after July 18, 1984.

     To the extent that interest on a grantor trust certificate would be exempt
under Sections 871(h)(1) and 881(c) of the Internal Revenue Code from United
States withholding tax, and the certificate is not held in connection with a
certificateholder's trade or business in the United States, the certificate will
not be subject to United States estate taxes in the estate of a nonresident
alien individual.

                        STATE AND OTHER TAX CONSEQUENCES

     In addition to the federal income tax consequences described in "FEDERAL
INCOME TAX CONSEQUENCES," potential investors should consider the state and
local tax consequences concerning the offered certificates. State tax law may
differ substantially from the corresponding federal law, and the discussion
above does not purport to describe any aspect of the tax laws of any state or
other jurisdiction. Therefore, we recommend that prospective investors consult
their tax advisors with respect to the various tax consequences of investments
in the offered certificates.

                              ERISA CONSIDERATIONS

GENERAL

     The following description is general in nature, is not intended to be
all-inclusive, is based on the law and practice existing at the date of this
document and is subject to any subsequent changes therein. In view of the
individual nature of ERISA and Internal Revenue Code consequences, each
potential investor that is a Plan is advised to consult its own legal advisor
with respect to the specific ERISA and Internal Revenue Code consequences of
investing in the offered certificates and to make its own independent decision.
The following is merely a summary and should not be construed as legal advice.

     ERISA imposes various requirements on--

     o    ERISA Plans, and

     o    persons that are fiduciaries with respect to ERISA Plans,

in connection with the investment of the assets of an ERISA Plan. For purposes
of this discussion, ERISA Plans include corporate pension and profit sharing
plans as well as separate accounts and collective investment funds, including as
applicable, insurance company general accounts, in which other ERISA Plans are
invested.

     Governmental plans and, if they have not made an election under Section
410(d) of the Internal Revenue Code, church plans are not subject to ERISA
requirements. However, those plans may be subject to provisions of other
applicable federal or state law that are materially similar to the provisions of
ERISA or the Internal Revenue Code discussed in this section. Any of those plans
which is qualified and exempt from taxation under Sections 401(a) and 501(a) of
the Internal Revenue Code, moreover, is subject to the prohibited transaction
rules in Section 503 of the Internal Revenue Code.

     ERISA imposes general fiduciary requirements on a fiduciary that is
investing the assets of an ERISA Plan, including--

     o    investment prudence and diversification, and


                                      -170-



     o    compliance with the investing ERISA Plan's governing documents.

     Section 406 of ERISA also prohibits a broad range of transactions involving
the assets of an ERISA Plan and a Party in Interest with respect to that ERISA
Plan, unless a statutory, regulatory or administrative exemption exists. Section
4975 of the Internal Revenue Code contains similar prohibitions applicable to
the assets of an I.R.C. Plan.

     The types of transactions between Plans and Parties in Interest that are
prohibited include:

     o    sales, exchanges or leases of property;

     o    loans or other extensions of credit; and

     o    the furnishing of goods and services.

     Parties in Interest that participate in a prohibited transaction may be
subject to an excise tax imposed under Section 4975 of the Internal Revenue Code
or a penalty imposed under Section 502(i) of ERISA, unless a statutory,
regulatory or administrative exemption is available. In addition, the persons
involved in the prohibited transaction may have to cancel the transaction and
pay an amount to the affected Plan for any losses realized by that Plan or
profits realized by those persons. In addition, individual retirement accounts
involved in the prohibited transaction may be disqualified, resulting in adverse
tax consequences to the owner of the account.

PLAN ASSET REGULATIONS

     A Plan's investment in offered certificates may cause the underlying
mortgage assets and other assets of the related trust to be deemed assets of
that Plan. The Plan Asset Regulation provides that when a Plan acquires an
equity interest in an entity, the assets of the Plan include both the equity
interest and an undivided interest in each of the underlying assets of the
entity, unless an exception applies. One exception is that the equity
participation in the entity by benefit plan investors, which include both Plans
and employee benefit plans not subject to ERISA or Section 4975 of the Internal
Revenue Code, is not significant. The equity participation by benefit plan
investors will be significant on any date if 25% or more of the value of any
class of equity interests in the entity is held by benefit plan investors. The
percentage owned by benefit plan investors is determined by excluding the
investments of the following persons:

     1.   those with discretionary authority or control over the assets of the
          entity,

     2.   those who provide investment advice directly or indirectly for a fee
          with respect to the assets of the entity, and

     3.   those who are affiliates of the persons described in the preceding
          clauses 1. and 2.

     In the case of one of our trusts, investments by us, by the related
trustee, the related master servicer, the related special servicer or any other
party with discretionary authority over the related trust assets, or by the
affiliates of these persons, will be excluded.

     A fiduciary of an investing Plan is any person who--

     o    has discretionary authority or control over the management or
          disposition of the assets of the Plan, or

     o    provides investment advice with respect to the assets of the Plan for
          a fee.


                                      -171-



     If the mortgage and other assets included in one of our trusts are Plan
assets, then any party exercising management or discretionary control regarding
those assets, such as the related trustee, master servicer or special servicer,
or affiliates of any of these parties, may be--

     o    deemed to be a fiduciary with respect to the investing Plan, and

     o    subject to the fiduciary responsibility provisions of ERISA.

In addition, if the mortgage and other assets included in one of our trusts are
Plan assets, then the operation of that trust may involve prohibited
transactions under ERISA or Section 4975 of the Internal Revenue Code. For
example, if a borrower with respect to a mortgage loan in that trust is a Party
in Interest to an investing Plan, then the purchase by that Plan of offered
certificates evidencing interests in that trust could be a prohibited loan
between that Plan and the Party in Interest.

     The Plan Asset Regulation provides that when a Plan purchases a "guaranteed
governmental mortgage pool certificate," the assets of the Plan include the
certificate but do not include any of the mortgages underlying the certificate.
The Plan Asset Regulation includes in the definition of a "guaranteed
governmental mortgage pool certificate" some certificates issued and/or
guaranteed by Freddie Mac, Ginnie Mae or Fannie Mae. Accordingly, even if these
types of mortgaged-backed securities were deemed to be assets of a Plan, the
underlying mortgages would not be treated as assets of that Plan. Private label
mortgage participations, mortgage pass-through certificates or other
mortgage-backed securities are not "guaranteed governmental mortgage pool
certificates" within the meaning of the Plan Asset Regulation.

     In addition, the acquisition or holding of offered certificates by or on
behalf of a Plan could give rise to a prohibited transaction if we or the
related trustee, master servicer or special servicer or any related underwriter,
sub-servicer, tax administrator, manager, borrower or obligor under any credit
enhancement mechanism, or one of their affiliates, is or becomes a Party in
Interest with respect to an investing Plan.

     If you are the fiduciary of a Plan, you are encouraged to consult your
counsel and review the ERISA discussion in the related prospectus supplement
before purchasing any offered certificates on behalf of or with assets of the
Plan.

PROHIBITED TRANSACTION EXEMPTIONS

     If you are a Plan fiduciary, then, in connection with your deciding whether
to purchase any of the offered certificates on behalf of, or with assets of, a
Plan, you should consider the availability of one of the following prohibited
transaction class exemptions issued by the U.S. Department of Labor:

     o    Prohibited Transaction Class Exemption 75-1, which exempts particular
          transactions involving Plans and broker-dealers, reporting dealers and
          banks;

     o    Prohibited Transaction Class Exemption 90-1, which exempts particular
          transactions between insurance company separate accounts and Parties
          in Interest;

     o    Prohibited Transaction Class Exemption 91-38, which exempts particular
          transactions between bank collective investment funds and Parties in
          Interest;

     o    Prohibited Transaction Class Exemption 84-14, which exempts particular
          transactions effected on behalf of an ERISA Plan by a "qualified
          professional asset manager;"

     o    Prohibited Transaction Class Exemption 95-60, which exempts particular
          transactions between insurance company general accounts and Parties in
          Interest; and


                                      -172-



     o    Prohibited Transaction Class Exemption 96-23, which exempts particular
          transactions effected on behalf of an ERISA Plan by an "in-house asset
          manager."

     We cannot provide any assurance that any of these class exemptions will
apply with respect to any particular investment by or on behalf of a Plan in any
class of offered certificates. Furthermore, even if any of them were deemed to
apply, that particular class exemption may not apply to all transactions that
could occur in connection with the investment. The prospectus supplement with
respect to the offered certificates of any series may contain additional
information regarding the availability of other exemptions with respect to those
certificates.

UNDERWRITER'S EXEMPTION

     It is expected that Merrill Lynch, Pierce, Fenner & Smith Incorporated will
be the sole underwriter or the lead or co-lead managing underwriter in each
underwritten offering of certificates made by this prospectus. The U.S.
Department of Labor issued PTE 90-29 to Merrill Lynch, Pierce, Fenner & Smith
Incorporated. Subject to the satisfaction of the conditions specified in that
exemption, PTE 90-29, as most recently amended by PTE 2002-41, generally exempts
from the application of the prohibited transaction provisions of ERISA and
Section 4975 of the Internal Revenue Code, various transactions relating to,
among other things--

     o    the servicing and operation of some mortgage asset pools, such as the
          types of mortgage asset pools that will be included in our trusts, and

     o    the purchase, sale and holding of some certificates such as particular
          classes of the offered certificates that evidence interests in those
          pools and are underwritten by Merrill Lynch, Pierce, Fenner & Smith
          Incorporated or any person affiliated with Merrill Lynch, Pierce,
          Fenner & Smith Incorporated.

     The related prospectus supplement will state whether PTE 90-29 is or may be
available with respect to any offered certificates underwritten by Merrill
Lynch, Pierce, Fenner & Smith Incorporated.

INSURANCE COMPANY GENERAL ACCOUNTS

     Section 401(c) of ERISA provides that the fiduciary and prohibited
transaction provisions of ERISA and the Internal Revenue Code do not apply to
transactions involving an insurance company general account where the assets of
the general account are not Plan assets. A Department of Labor regulation issued
under Section 401(c) of ERISA provides guidance for determining, in cases where
insurance policies supported by an insurer's general account are issued to or
for the benefit of a Plan on or before December 31, 1998, which general account
assets are Plan assets. That regulation generally provides that, if the
specified requirements are satisfied with respect to insurance policies issued
on or before December 31, 1998, the assets of an insurance company general
account will not be Plan assets.

     Any assets of an insurance company general account which support insurance
policies issued to a Plan after December 31, 1998, or issued to a Plan on or
before December 31, 1998 for which the insurance company does not comply with
the requirements set forth in the Department of Labor regulation under Section
401(c) of ERISA, may be treated as Plan assets. In addition, because Section
401(c) of ERISA and the regulation issued under Section 401(c) of ERISA do not
relate to insurance company separate accounts, separate account assets are still
treated as Plan assets of Plans invested in the separate account. If you are an
insurance company and you are contemplating the investment of general account
assets in offered certificates, you should consult your legal counsel as to the
applicability of Section 401(c) of ERISA.


                                      -173-



CONSULTATION WITH COUNSEL

     If you are a fiduciary of a Plan and you intend to purchase offered
certificates on behalf of or with assets of that Plan, you should:

     o    consider your general fiduciary obligations under ERISA, and

     o    consult with your legal counsel as to--

          1.   the potential applicability of ERISA and Section 4975 of the
               Internal Revenue Code to that investment, and

          2.   the availability of any prohibited transaction exemption in
               connection with that investment.

TAX EXEMPT INVESTORS

     A Plan that is exempt from federal income taxation under Section 501 of the
Internal Revenue Code will be subject to federal income taxation to the extent
that its income is "unrelated business taxable income" within the meaning of
Section 512 of the Internal Revenue Code. All excess inclusions of a REMIC
allocated to a REMIC residual certificate held by a tax-exempt Plan will be
considered unrelated business taxable income and will be subject to federal
income tax.

     See "FEDERAL INCOME TAX CONSEQUENCES--REMICs--Taxation of Owners of REMIC
Residual Certificates--Excess Inclusions" in this prospectus.

                                LEGAL INVESTMENT

     If and to the extent specified in the related prospectus supplement,
certain classes of the offered certificates of any series will constitute
mortgage related securities for purposes of the Secondary Mortgage Market
Enhancement Act of 1984, as amended.

     Generally, the only classes of offered certificates that will qualify as
"mortgage related securities" will be those that: (1) are rated in one of two
highest rating categories by at least one nationally recognized statistical
rating organization; and (2) are part of a series evidencing interests in a
trust fund consisting of loans originated by certain types of originators
specified in SMMEA and secured by first liens on real estate. The appropriate
characterization of offered certificates not qualifying as "mortgage related
securities" for purposes of SMMEA under various legal investment restrictions,
and thus the ability of investors subject to these restrictions to purchase such
certificates, may be subject to significant interpretive uncertainties. All
investors whose investment activities are subject to legal investment laws and
regulations, regulatory capital requirements, or review by regulatory
authorities are encouraged to consult with their own legal advisors in
determining whether and to what extent the offered certificates constitute legal
investments for them.

     Mortgage related securities are legal investments for persons, trusts,
corporations, partnerships, associations, statutory trusts, and business
entities, including depository institutions, insurance companies, trustees and
pension funds--

     o    that are created or existing under the laws of the United States or
          any state, including the District of Columbia and Puerto Rico, and

     o    whose authorized investments are subject to state regulations,

to the same extent that, under applicable law, obligations issued by or
guaranteed as to principal and interest by

                                      -174-



the United States or any of its agencies or instrumentalities are legal
investments for those entities.

     Under SMMEA, a number of states enacted legislation, on or prior to the
October 3, 1991 cut-off for those enactments, limiting to various extents the
ability of some entities (in particular, insurance companies) to invest in
"mortgage related securities" secured by liens on residential, or mixed
residential and commercial properties, in most cases by requiring the affected
investors to rely solely upon existing state law, and not SMMEA. Pursuant to
Section 347 of the Riegle Community Development and Regulatory Improvement Act
of 1994, which amended the definition of "mortgage related security" to include,
in relevant part, certificates satisfying the rating and qualified originator
requirements for "mortgage related securities," but evidencing interests in a
trust fund consisting, in whole or in part, of first liens on one or more
parcels of real estate upon which are located one or more commercial structures,
states were authorized to enact legislation, on or before September 23, 2001,
specifically referring to Section 347 and prohibiting or restricting the
purchase, holding or investment by state-regulated entities in those types of
certificates. Accordingly, the investors affected by any state legislation
overriding the preemptive effect of SMMEA will be authorized to invest in
offered certificates qualifying as "mortgage related securities" only to the
extent provided in that legislation.

     SMMEA also amended the legal investment authority of federally chartered
depository institutions as follows:

     o    federal savings and loan associations and federal savings banks may
          invest in, sell or otherwise deal in mortgage related securities
          without limitation as to the percentage of their assets represented by
          those securities; and

     o    federal credit unions may invest in mortgage related securities and
          national banks may purchase mortgage related securities for their own
          account without regard to the limitations generally applicable to
          investment securities prescribed in 12 U.S.C. Section 24 (Seventh),

subject in each case to the regulations that the applicable federal regulatory
authority may prescribe.

     Effective December 31, 1996, the OCC amended 12 C.F.R. Part 1 to authorize
national banks to purchase and sell for their own account, without limitation as
to a percentage of the bank's capital and surplus, but subject to compliance
with certain general standards concerning "safety and soundness" and retention
of credit information in 12 C.F.R. Section 1.5, some Type IV securities, which
are defined in 12 C.F.R. Section 1.2(m) to include certain commercial
mortgage-related securities and residential mortgage-related securities. As
defined, "commercial mortgage-related security" and "residential
mortgage-related security" mean, in relevant part, a mortgage related security
within the meaning of SMMEA, provided that, in the case of a commercial
mortgage-related security, it "represents ownership of a promissory note or
certificate of interest or participation that is directly secured by a first
lien on one or more parcels of real estate upon which one or more commercial
structures are located and that is fully secured by interests in a pool of loans
to numerous obligors." In the absence of any rule or administrative
interpretation by the OCC defining the term "numerous obligors," we make no
representation as to whether any class of offered certificates will qualify as
commercial mortgage-related securities, and thus as Type IV securities, for
investment by national banks.

     The NCUA has adopted rules, codified at 12 C.F.R. Part 703, which permit
federal credit unions to invest in mortgage related securities (other than
stripped mortgage related securities, residual interests in mortgage related
securities and commercial mortgage related securities) under limited
circumstances, subject to compliance with general rules governing investment
policies and practices; however, credit unions approved for the NCUA's
"investment pilot program" under 12 C.F.R. Section 703.19 may be able to invest
in those prohibited forms of securities, while "RegFlex credit unions" may
invest in commercial mortgage related securities under certain conditions
pursuant to 12 C.F.R. Section 742.4(b)(2).

     The OTS has issued Thrift Bulletin 13a (December 1, 1998), "Management of
Interest Rate Risk,

                                      -175-



Investment Securities, and Derivatives Activities," and Thrift Bulletin 73a
(December 18, 2001), "Investing in Complex Securities," which thrift
institutions subject to the jurisdiction of the OTS should consider before
investing in any of the offered certificates.

     All depository institutions considering an investment in the offered
certificates should review the "Supervisory Policy Statement on Investment
Securities and End-User Derivatives Activities" of the Federal Financial
Institutions Examination Council, which has been adopted by the Board of
Governors of the Federal Reserve System, the FDIC, the OCC and the OTS effective
May 26, 1998, and by the NCUA effective October 1, 1998. That statement sets
forth general guidelines which depository institutions must follow in managing
risks, including market, credit, liquidity, operational (transaction), and legal
risks, applicable to all securities, including mortgage pass-through securities
and mortgage-derivative products used for investment purposes.

     Investors whose investment activities are subject to regulation by federal
or state authorities should review rules, policies, and guidelines adopted from
time to time by those authorities before purchasing any offered certificates, as
certain classes may be deemed unsuitable investments, or may otherwise be
restricted, under those rules, policies, or guidelines (in certain instances
irrespective of SMMEA).

     The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines, or agreements generally
governing investments made by a particular investor, including, but not limited
to, "prudent investor" provisions, percentage-of-assets limits, provisions that
may restrict or prohibit investment in securities that are not
"interest-bearing" or "income-paying," and, with regard to any offered
certificates issued in book-entry form, provisions that may restrict or prohibit
investments in securities that are issued in book-entry form.

     Except as to the status of some classes as "mortgage related securities,"
we make no representations as to the proper characterization of any class of
offered certificates for legal investment, financial institution regulatory or
other purposes. Also, we make no representations as to the ability of particular
investors to purchase any class of offered certificates under applicable legal
investment restrictions. These uncertainties (and any unfavorable future
determinations concerning legal investment or financial institution regulatory
characteristics of the certificates) may adversely affect the liquidity of any
class of offered certificates. Accordingly, if your investment activities are
subject to legal investment laws and regulations, regulatory capital
requirements or review by regulatory authorities, you are encouraged to consult
with your legal advisor in determining whether and to what extent--

     o    the offered certificates of any class and series constitute legal
          investments or are subject to investment, capital or other
          restrictions; and

     o    if applicable, SMMEA has been overridden in your state.

                                 USE OF PROCEEDS

     Unless otherwise specified in the related prospectus supplement, the net
proceeds to be received from the sale of the offered certificates of any series
will be applied by us to the purchase of assets for the related trust or will be
used by us to (a) cover expenses related to that purchase and the issuance of
those certificates, including legal and accounting costs, rating agency fees,
registration fees, upfront fees of any master servicer, special servicer,
manager or trustee, and payments to any provider of credit support or a
derivative instrument, (b) fund any prefunding account, (c) fund any reserve
accounts or (d) make any initial deposits to the trust necessary to make
payments on the related certificates. We expect to sell the offered certificates
from time to time, but the timing and amount of offerings of those certificates
will depend on a number of factors, including the volume of mortgage assets
acquired by us, prevailing interest rates, availability of funds and general
market conditions.


                                      -176-



                             METHOD OF DISTRIBUTION

     The certificates offered by this prospectus and the related prospectus
supplements will be offered in series through one or more of the methods
described in the next paragraph. The prospectus supplement prepared for the
offered certificates of each series will describe the method of offering being
utilized for those certificates and will state the net proceeds to us from the
sale of those certificates.

     We intend that offered certificates will be offered through the following
methods from time to time. We further intend that offerings may be made
concurrently through more than one of these methods or that an offering of the
offered certificates of a particular series may be made through a combination of
two or more of these methods. The methods are as follows:

     1.   by negotiated firm commitment or best efforts underwriting and public
          offering by one or more underwriters specified in the related
          prospectus supplement;

     2.   by placements by us with institutional investors through dealers; and

     3.   by direct placements by us with institutional investors.

     In addition, if specified in the related prospectus supplement, the offered
certificates of a series may be offered in whole or in part to the seller of the
mortgage assets that would back those certificates. Furthermore, the related
trust assets for any series of offered certificates may include other
securities, the offering of which was registered under the registration
statement of which this prospectus is a part.

     If underwriters are used in a sale of any offered certificates, other than
in connection with an underwriting on a best efforts basis, the offered
certificates will be acquired by the underwriters for their own account. These
certificates may be resold from time to time in one or more transactions,
including negotiated transactions, at fixed public offering prices or at varying
prices to be determined at the time of sale or at the time of commitment
therefor. The managing underwriter or underwriters with respect to the offer and
sale of offered certificates of a particular series will be described on the
cover of the prospectus supplement relating to the series and the members of the
underwriting syndicate, if any, will be named in the relevant prospectus
supplement.

     Underwriters may receive compensation from us or from purchasers of the
offered certificates in the form of discounts, concessions or commissions.
Underwriters and dealers participating in the payment of the offered
certificates may be deemed to be underwriters in connection with those
certificates. In addition, any discounts or commissions received by them from us
and any profit on the resale of those offered certificates by them may be deemed
to be underwriting discounts and commissions under the Securities Act of 1933,
as amended.

     It is anticipated that the underwriting agreement pertaining to the sale of
the offered certificates of any series will provide that--

     o    the obligations of the underwriters will be subject to various
          conditions precedent,

     o    the underwriters will be obligated to purchase all the certificates if
          any are purchased, other than in connection with an underwriting on a
          best efforts basis, and

     o    in limited circumstances, we will indemnify the several underwriters
          and the underwriters will indemnify us against civil liabilities
          relating to disclosure in our registration statement, this prospectus
          or any of the related prospectus supplements, including liabilities
          under the Securities Act, or will contribute to payments required to
          be made with respect to any liabilities.


                                      -177-



     The prospectus supplement with respect to any series offered by placements
through dealers will contain information regarding the nature of the offering
and any agreements to be entered into between us and purchasers of offered
certificates of that series.

     We anticipate that the offered certificates will be sold primarily to
institutional investors. Purchasers of offered certificates, including dealers,
may, depending on the facts and circumstances of the purchases, be deemed to be
"underwriters" within the meaning of the Securities Act, in connection with
reoffers and sales by them of offered certificates. Holders of offered
certificates are encouraged to consult with their legal advisors in this regard
prior to any reoffer or sale.

     It is expected that Merrill Lynch, Pierce, Fenner & Smith Incorporated will
be the sole underwriter or the lead or co-lead managing underwriter in each
underwritten offering of certificates made by this prospectus. Merrill Lynch,
Pierce, Fenner & Smith Incorporated is an affiliate of Merrill Lynch Mortgage
Investors, Inc.

                                  LEGAL MATTERS

     Unless otherwise specified in the related prospectus supplement, particular
legal matters in connection with the certificates of each series, including some
federal income tax consequences, will be passed upon for us by--

     o    Sidley Austin LLP;

     o    Latham & Watkins LLP; or

     o    Cadwalader, Wickersham & Taft LLP.

                              FINANCIAL INFORMATION

     A new trust will be formed with respect to each series of offered
certificates. None of those trusts will engage in any business activities or
have any assets or obligations prior to the issuance of the related series of
offered certificates. Accordingly, no financial statements with respect to any
trust will be included in this prospectus or in the related prospectus
supplement. We have determined that our financial statements will not be
material to the offering of any offered certificates.

                                     RATING

     It is a condition to the issuance of any class of offered certificates
that, at the time of issuance, at least one nationally recognized statistical
rating organization has rated those certificates in one of its generic rating
categories which signifies investment grade. Typically, the four highest rating
categories, within which there may be sub-categories or gradations indicating
relative standing, signify investment grade. We will, in the related prospectus
supplement, with respect to each class of offered certificates, identify the
applicable rating agency or agencies and specify the minimum rating(s) that must
be assigned thereto.

     Ratings on mortgage pass-through certificates address the likelihood of
receipt by the holders of all payments of interest and/or principal to which
they are entitled. These ratings address the structural, legal and
issuer-related aspects associated with the certificates, the nature of the
underlying mortgage assets and the credit quality of any third-party credit
enhancer. The rating(s) on a class of offered certificates will not represent
any assessment of--

     o    whether the price paid for those certificates is fair;

     o    whether those certificates are a suitable investment for any
          particular investor;


                                      -178-



     o    the tax attributes of those certificates or of the related trust;

     o    the yield to maturity or, if they have principal balances, the average
          life of those certificates;

     o    the likelihood or frequency of prepayments of principal on the
          underlying mortgage loans;

     o    the degree to which the amount or frequency of prepayments on the
          underlying mortgage loans might differ from those originally
          anticipated;

     o    whether or to what extent the interest payable on those certificates
          may be reduced in connection with interest shortfalls resulting from
          the timing of voluntary prepayments;

     o    the likelihood that any amounts other than interest at the related
          mortgage interest rates and principal will be received with respect to
          the underlying mortgage loans; or

     o    if those certificates provide solely or primarily for payments of
          interest, whether the holders, despite receiving all payments of
          interest to which they are entitled, would ultimately recover their
          initial investments in those certificates.

     A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning rating
organization. Each security rating should be evaluated independently of any
other security rating.


                                      -179-



                                    GLOSSARY

     The following capitalized terms will have the respective meanings assigned
to them in this glossary whenever they are used in this prospectus.

     "ADA" means the Americans with Disabilities Act of 1990, as amended.

     "CERCLA" means the federal Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

     "Committee Report" means the Conference Committee Report accompanying the
Tax Reform Act of 1986.

     "CPR" means an assumed constant rate of prepayment each month, which is
expressed on a per annum basis, relative to the then outstanding principal
balance of a pool of mortgage loans for the life of those loans.

     "Disqualified Organization" means:

     o    the United States,

     o    any State or political subdivision of the United States,

     o    any foreign government,

     o    any international organization,

     o    any agency or instrumentality of the foregoing, except for
          instrumentalities described in Section 168(h)(2)(D) of the Internal
          Revenue Code or the Freddie Mac,

     o    any organization, other than a cooperative described in Section 521 of
          the Internal Revenue Code, that is exempt from federal income tax,
          except if it is subject to the tax imposed by Section 511 of the
          Internal Revenue Code, or

     o    any organization described in Section 1381(a)(2)(C) of the Internal
          Revenue Code.

     "Electing Large Partnership" means any partnership having more than 100
members during the preceding tax year which elects to apply simplified reporting
provisions under the Internal Revenue Code, except for some service partnerships
and commodity pools.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "ERISA Plan" means any employee benefit plan that is subject to the
fiduciary responsibility provisions of ERISA.

     "Euroclear Operator" means Euroclear Bank, S.A./N.V., as operator of the
Euroclear System, or any successor entity.

     "Euroclear Terms and Conditions" means the Terms and Conditions Governing
Use of Euroclear and the related Operating Procedures of the Euroclear System
and, to the extent that it applies to the operation of the Euroclear System,
Belgian law.

     "Exchange Act" means the Exchange Act of 1934, as amended.


                                      -180-



     "Fannie Mae" means the Federal National Mortgage Association.

     "Farmer Mac" means the Federal Agricultural Mortgage Corporation.

     "FASB 140" means the Financial Accounting Standards Board's Statement No.
140, entitled "Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities," issued in September 2002.

     "FDIC" means the Federal Deposit Insurance Corporation.

     "Financial Intermediary" means a brokerage firm, bank, thrift institution
or other financial intermediary that maintains an account of a beneficial owner
of securities.

     "Freddie Mac" means the Federal Home Loan Mortgage Corporation.

     "Ginnie Mae" means the Government National Mortgage Association.

     "Governing Document" means the pooling and servicing agreement or other
similar agreement or collection of agreements, which governs the issuance of a
series of offered certificates.

     "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended.

     "I.R.C. Plan" means a plan, arrangement or account that is subject to
Section 4975 of the Internal Revenue Code, including individual retirement
accounts and certain Keogh plans.

     "IRS" means the Internal Revenue Service.

     "Lender Liability Act" means the Asset Conservation Lender Liability and
Deposit Insurance Act of 1996, as amended.

     "Net Income From Foreclosure Property" means income from foreclosure
property other than qualifying rents and other qualifying income for a REIT.

     "NCUA" means the National Credit Union Administration.

     "OCC" means the Office of the Comptroller of the Currency.

     "OTS" means the Office of Thrift Supervision.

     "Party In Interest" means any person that is a "party in interest" within
the meaning of Section 3(14) of ERISA or a "disqualified person" within the
meaning of Section 4975(e)(2) of the Internal Revenue Code.

     "Pass-Through Entity" means any:

     o    regulated investment company,

     o    real estate investment trust,

     o    trust,

     o    partnership, or


                                      -181-



     o    other entities described in Section 860E(e)(6) of the Internal Revenue
          Code.

     "Permitted Investments" means U.S. government securities and other
investment grade obligations, including:

     o    direct obligations of, or obligations fully guaranteed as to timely
          payment of principal and interest by, the United States or any agency
          or instrumentality thereof (having original maturities of not more
          than 365 days), provided that those obligations are backed by the full
          faith and credit of the United States;

     o    repurchase agreements or obligations with respect to any security
          described in the preceding bullet (having original maturities of not
          more than 365 days), provided that the short-term deposit or debt
          obligations of the party agreeing to repurchase the subject security
          are investment grade rated;

     o    federal funds, unsecured uncertified certificates of deposit, time
          deposits, demand deposits and bankers' acceptances of any bank or
          trust company organized under the laws of the United States or any
          state thereof (having original maturities of not more than 365 days),
          the short-term obligations of which are investment grade rated;

     o    commercial paper (including both non-interest bearing discount
          obligations and interest-bearing obligations and having original
          maturities of not more than 365 days) of any corporation or other
          entity organized under the laws of the United States or any state
          thereof which commercial paper is investment grade rated;

     o    money market funds which are rated in one of the four highest
          applicable rating categories of a nationally recognized statistical
          rating organization; and

     o    any other obligation or security acceptable to each applicable rating
          agency for the related offered certificates, evidence of which
          acceptability will be provided in writing by each of those rating
          agencies to, among others, the related trustee;

provided that (1) no investment described above may evidence either the right to
receive (x) only interest with respect to such investment or (y) a yield to
maturity greater than 120% of the yield to maturity at par of the underlying
obligations; and (2) no investment described above may be purchased at a price
greater than par if such investment may be prepaid or called at a price less
than its purchase price prior to stated maturity.

     "Plan" means an ERISA Plan or an I.R.C. Plan.

     "Plan Asset Regulation" means U.S. Department of Labor Regulation Section
2510.3-101 promulgated under ERISA.

     "PTE" means a Prohibited Transaction Exemption issued by the U.S.
Department of Labor, as it may be amended from time to time, or any successor
thereto.

     "RCRA" means the federal Resource Conservation and Recovery Act.

     "REIT" means a real estate investment trust within the meaning of Section
856(a) of the Internal Revenue Code.

     "Relief Act" means the Servicemembers Civil Relief Act, as amended.


                                      -182-



     "REMIC" means a real estate mortgage investment conduit, within the meaning
of, and formed in accordance with, the Tax Reform Act of 1986 and Sections 860A
through 860G of the Internal Revenue Code.

     "REMIC IO" means a REMIC that is entitled to only a specified portion of
the interest in respect of one or more mortgage loans held by the REMIC.

     "REO Property" means any mortgaged property or interest therein that is
acquired by or on behalf of the trust through foreclosure, deed-in-lieu of
foreclosure or otherwise following a default on the corresponding underlying
mortgage loan.

     "Safe Harbor Regulations" means the final Treasury regulations issued on
July 18, 2002.

     "SEC" means the Securities and Exchange Commission.

     "Securities Act" means the Securities Act of 1933, as amended.

     "SMMEA" means the Secondary Mortgage Market Enhancement Act of 1984, as
amended.

     "SPA" means standard prepayment assumption.

     "Title V" means Title V of the Depository Institutions Deregulation and
Monetary Control Act of 1980.

     "Treasury Department" means the United States Department of the Treasury.

     "UCC" means, for any jurisdiction, the Uniform Commercial Code as in effect
in that jurisdiction.

     "U.S. Person" means:

     o    a citizen or resident of the United States;

     o    a corporation, partnership or other entity created or organized in, or
          under the laws of, the United States, any state or the District of
          Columbia;

     o    an estate whose income from sources without the United States is
          includible in gross income for United States federal income tax
          purposes regardless of its connection with the conduct of a trade or
          business in the United States; or

     o    a trust as to which--

          1.   a court in the United States is able to exercise primary
               supervision over the administration of the trust, and

          2.   one or more United States persons have the authority to control
               all substantial decisions of the trust.

     In addition, to the extent provided in the Treasury regulations, a trust
will be a U.S. Person if it was in existence on August 20, 1996 and it elected
to be treated as a U.S. Person.


                                      -183-

The attached CD-ROM contains one spreadsheet file that can be put on a
user-specified hard drive or network drive. This spreadsheet file is "MLCFC
2006-4.xls". The spreadsheet file "MLCFC 2006-4.xls" is a Microsoft Excel(1),
Version 5.0 spreadsheet. The file provides, in electronic format, some of the
statistical information that appears under the caption "Description of the
Mortgage Pool" in this offering prospectus and on Annexes A-1, A-2 and B to this
offering prospectus. Defined terms used, but not otherwise defined, in the
spreadsheet file will have the respective meanings assigned to them in the
glossary to this offering prospectus. All the information contained in the
spreadsheet file is subject to the same limitations and qualifications contained
in this offering prospectus. Prospective investors are strongly urged to read
this offering prospectus and the accompanying base prospectus in their
respective entireties prior to accessing the spreadsheet file.

___________________

(1)   Microsoft Excel is a registered trademark of Microsoft Corporation.

$4,121,318,000

(Approximate)

ML-CFC Commercial Mortgage Trust 2006-4

as Issuing Entity

Commercial Mortgage Pass-Through Certificates, Series 2006-4

Merrill Lynch Mortgage Investors, Inc.

as Depositor

Merrill Lynch Mortgage Lending, Inc.
Countrywide Commercial Real Estate Finance, Inc.
IXIS Real Estate Capital Inc.
PNC Bank, National Association

as Sponsors and Loan Sellers

OFFERING PROSPECTUS

Merrill Lynch & Co.

Countrywide Securities Corporation

IXIS Securities North America

PNC Capital Markets LLC

Credit Suisse

Deutsche Bank Securities

November 28, 2006