EX-99.1 2 file002.htm ABS TERM SHEET.

[MERRILL LYNCH LOGO]

[COUNTRYWIDE SECURITIES CORPORATION LOGO]

[IXIS REAL ESTATE CAPITAL INC. LOGO]

[PNCBANK LOGO]

PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET

$1,900,725,000 (APPROXIMATE)

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-SB, CLASS A-4, CLASS A-1A, CLASS AM,
CLASS AJ, CLASS B, CLASS C,
CLASS D AND CLASS XP
-------------------------------------------------------------------------------

MERRILL LYNCH MORTGAGE TRUST 2005-CIP1
Issuer

MERRILL LYNCH MORTGAGE INVESTORS, INC.
Depositor

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

MIDLAND LOAN SERVICES, INC.
Master Servicer

LNR PARTNERS, INC.
Special Servicer

LASALLE BANK NATIONAL ASSOCIATION
Trustee

ABN AMRO BANK N.V.
Fiscal Agent

AUGUST 1, 2005

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. INFORMATION IN THIS MATERIAL
REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL
PRIOR INFORMATION REGARDING SUCH ASSETS. ANY INFORMATION IN THIS MATERIAL,
WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR
OTHERWISE, WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION CONTAINED IN
ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD
TO YOU. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.

MERRILL LYNCH & CO. COUNTRYWIDE SECURITIES CORPORATION

IXIS SECURITIES NORTH AMERICA

PNC CAPITAL MARKETS, INC. WACHOVIA SECURITIES

MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

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

<TABLE>

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

A1 AAA AAA Aaa $ 76,000,000 30.000%
A2 AAA AAA Aaa 523,400,000 30.000%
A3 AAA AAA Aaa 208,000,000 30.000%
ASB AAA AAA Aaa 101,000,000 30.000%
A4 AAA AAA Aaa 430,722,000 30.000%
A1A AAA AAA Aaa 113,000,000 30.000%
AM AAA AAA Aaa 207,447,000 20.000%
AJ AAA AAA Aaa 140,026,000 13.250%
B AA AA Aa2 44,082,000 11.125%
C AA (Low) AA- Aa3 18,151,000 10.250%
D A A A2 38,897,000 8.375%
XP AAA AAA Aaa (4)

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

A1 3.664% 2.876 09/05-05/10 5/2010 (3)
A2 25.231% 4.895 05/10-08/10 8/2010 (3)
A3 10.027% 6.915 07/12-08/12 8/2012 (3)
ASB 4.869% 7.319 08/10-03/15 3/2015 (3)
A4 20.763% 9.808 03/15-07/15 7/2015 (3)
A1A 5.447% 8.908 09/05-07/15 7/2015 (3)
AM 10.000% 9.883 07/15-07/15 7/2015 (3)
AJ 6.750% 9.900 07/15-08/15 8/2015 (3)
B 2.125% 9.967 08/15-08/15 8/2015 (3)
C 0.875% 9.967 08/15-08/15 8/2015 (3)
D 1.875% 9.967 08/15-08/15 8/2015 (3)
XP N/A NA N/A Variable
</TABLE>

NON-OFFERED CERTIFICATES

<TABLE>

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

E (5) (5) (5) $ 25,930,000 7.125%
F (5) (5) (5) 33,710,000 5.500%
G (5) (5) (5) 20,745,000 4.500%
H (5) (5) (5) 25,931,000 3.250%
J (5) (5) (5) 10,372,000 2.750%
K (5) (5) (5) 5,186,000 2.500%
L (5) (5) (5) 7,779,000 2.125%
M (5) (5) (5) 7,780,000 1.750%
N (5) (5) (5) 5,186,000 1.500%
P (5) (5) (5) 5,186,000 1.250%
Q (5) (5) (5) 25,931,259
XC (5) (5) (5) $ 2,074,461,259 (4)

E 1.250% (5) (5) (5) (3)
F 1.625% (5) (5) (5) (3)
G 1.000% (5) (5) (5) (3)
H 1.250% (5) (5) (5) (3)
J 0.500% (5) (5) (5) (3)
K 0.250% (5) (5) (5) (3)
L 0.375% (5) (5) (5) (3)
M 0.375% (5) (5) (5) (3)
N 0.250% (5) (5) (5) (3)
P 0.250% (5) (5) (5) (3)
Q 1.250% (5) (5) (5) (3)
XC (5) (5) (5) Variable
</TABLE>

(1) In the case of each such class, subject to a permitted variance of plus
or minus 5.0%.
(2) As of the cut-off date. The weighted average life, principal window and
assumed final distribution date were calculated assuming no prepayments
will be made on the mortgage loans prior to their related maturity dates
(except in the case of loans with anticipated repayment dates (ARD loans)
which are assumed to prepay on their anticipated repayment dates) and the
other Modeling Assumptions described in the prospectus supplement.
(3) The pass-through rates on the class A-1, A-2, A-3, A-4, A-1A, AM, AJ, B,
C, D, E, F, G, H, J, K, L, M, N, P and Q 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.
(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 prospectus and prospectus supplement. Any
information provided herein regarding the characteristics of these
certificates is provided only to enhance your understanding of the
offered certificates.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
1

MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------
TRANSACTION TERMS
--------------------------------------------------------------------------------
NOTE: CAPITALIZED TERMS USED BUT NOT OTHERWISE DEFINED HEREIN HAVE THE
MEANINGS ASCRIBED TO THEM IN THE PROSPECTUS SUPPLEMENT.

<TABLE>

ISSUE TYPE Sequential pay REMIC. Class A-1, A-2, A-3, A-SB, A-4, A-1A, AM, AJ, B, C, D and XP certificates
are offered publicly. All other certificates will be privately placed with qualified institutional
buyers or with institutional accredited investors.

CUT-OFF DATE References in this term sheet to the "cut-off date" mean, with respect to each mortgage loan,
except as provided below, the related due date of that mortgage loan in August 2005 or, with
respect to those mortgage loans, if any, that were originated in July or August 2005 and have
their respective first payment dates in September 2005, August 1, 2005 or, with respect to those
mortgage loans, if any, that were originated in August 2005 and have their respective first
payment dates in October 2005, their respective dates of origination. Any payments or collections
that represent amounts due on or before that date will not belong to the trust fund.

MORTGAGE POOL The mortgage pool consists of 139 mortgage loans with an aggregate initial mortgage pool balance
of 2,074,461,260, subject to a variance of plus or minus 5.0%. The mortgage loans are secured by
256 mortgaged real properties located throughout 39 states.

LOAN GROUPS For purposes of making distributions to the class A-1, A-2, A-3, A-SB, A-4 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 120 mortgage loans, representing approximately 94.6% 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 19 mortgage loans,
representing approximately 5.4% of the initial mortgage pool balance and that are secured by
multifamily and manufactured housing community properties (approximately 69.1% of all the mortgage
loans secured by multifamily properties).

ISSUER Merrill Lynch Mortgage Trust 2005-CIP1

DEPOSITOR Merrill Lynch Mortgage Investors, Inc.

MORTGAGE LOAN Merrill Lynch Mortgage Lending, Inc. (MLML)...............52.3% of the initial mortgage pool balance
SELLERS Countrywide Commercial Real Estate Finance, Inc. (CRF)....19.4% of the initial mortgage pool balance
IXIS Real Estate Capital Inc. (IXIS)......................18.4% of the initial mortgage pool balance
PNC Bank, National Association (PNC)......................10.0% of the initial mortgage pool balance

UNDERWRITERS Merrill Lynch, Pierce, Fenner & Smith Incorporated
Countrywide Securities Corporation
IXIS Securities North America Inc.
PNC Capital Markets, Inc.
Wachovia Capital Markets, LLC

TRUSTEE LaSalle Bank National Association

FISCAL AGENT ABN AMRO Bank N.V.

MASTER SERVICER Midland Loan Services, Inc.

SPECIAL SERVICER LNR Partners, Inc.

RATING AGENCIES Dominion Bond Rating Service, Inc.
Fitch, Inc.
Moody's Investors Service, Inc.
</TABLE>

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
2

MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------
<TABLE>

DENOMINATIONS $25,000 minimum for the offered certificates with principal balances and $100,000 minimum in the
case of the class XP certificates.

CLOSING DATE On or about August 24, 2005.

SETTLEMENT TERMS Book-entry through DTC for all offered certificates.

DETERMINATION For any distribution date, the fourth business day prior to the distribution date, except that in
DATE the case of certain mortgage loans, the master servicer may, as described in the prospectus
supplement make its determination as to the collections received as of a later date during each
month.

DISTRIBUTION The 12th day of each month or, if the 12th day is not a business day, the next succeeding business
DATE day, beginning in September 2005.

INTEREST Each class of offered certificates will be entitled on each distribution date to interest accrued
DISTRIBUTIONS during the prior calendar month at its pass-through rate for such distribution date on the
outstanding certificate balance of such class immediately prior to such distribution date.
Interest on the offered certificates will be calculated on the basis of twelve 30-day months and a
360-day year. Interest on the offered certificates will be distributed on each distribution date,
to the extent of available funds, in sequential order of class designation, except that the class
A-1, A-2, A-3, A-SB, A-4, A-1A, XC and XP are pro rata and pari passu in entitlement to interest.
In general, payments of interest in respect of the class A-1, A-2, A-3, A-SB and A-4 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 XC and XP certificates will be made to the 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.

PRINCIPAL Except as described below, principal will be distributed on each distribution date, to the extent
DISTRIBUTIONS of available funds, to the most senior class of sequential pay certificates outstanding until its
certificate balance is reduced to zero. Payments of principal will be generally made, to the
extent of available funds, (i) to the class A-1, A-2, A-3, A-SB and A-4 certificates, in that
order, in an amount equal to the funds received or advanced with respect to principal on mortgage
loans in 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 the class A-4 certificates has 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.

</TABLE>

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
3

MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

<TABLE>

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 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 to any other class of certificates on that
distribution date).

If, due to losses, the certificate balances of the class AM through class Q certificates are
reduced to zero, payments of principal to the class A-1, A-2, A-3, A-SB, A-4 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 without regard to loan groups.

Following retirement of the class A-1, A-2, A-3, A-SB, A-4 and A-1A certificates, amounts
distributable as principal will be distributed (without regard to loan groups) on each
distribution date, to the extent of available funds, to the class AM, AJ, B, C, D, E, F, G, H,
J, K, L, M, N, P and Q certificates, in that order, in each case until the related certificate
balance of the subject class of certificates is reduced to zero.

LOSSES Losses realized on the mortgage loans and certain default-related and other unanticipated
expenses, if any, will be allocated to the class Q, P, N, M, L, K, J, H, G, F, E, D, C, B, AJ
and AM certificates, in that order, and then, on a pro rata and pari passu basis to the class
A-1, A-2, A-3, A-SB, A-4 and A-1A certificates.

PREPAYMENT Any prepayment premiums or yield maintenance charges collected will be distributed to
PREMIUMS AND certificateholders on the distribution date following the collection period in which the
YIELD MAINTENANCE prepayment premium was received. On each distribution date, the holders of each class of
CHARGES offered certificates and of the class E, F, G and H certificates then entitled to principal
distributions (to the extent such prepayment premium or yield maintenance charge is collected
from mortgage loans 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 from it,
multiplied by (b) a fraction, which in no event may be greater than 1.0, the numerator of which
is equal to the excess, if any, of the pass-through rate of such class of certificates over the
relevant discount rate, and the denominator of which is equal to the excess, if any, of the
mortgage interest rate of the prepaid mortgage loan over the relevant discount rate, multiplied
by (c) a fraction, the numerator of which is equal to the amount of principal distributable on
such class of certificates on that distribution date, and the denominator of which is equal to
the total principal distribution amount for that distribution date; provided that, if the A-4
and A-1A classes were both 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.

</TABLE>

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
4

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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------
<TABLE>

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.

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

ADVANCES The master servicer and, if it fails to do so, the trustee (or the fiscal agent if the trustee
fails to do so), will be obligated to make P&I advances and servicing advances, including
advances of delinquent property taxes and insurance, but only to the extent that such advances
are considered recoverable, and, in the case of P&I advances, subject to appraisal reductions
that may occur.

Notwithstanding the foregoing, the master servicer will not be required to make servicing
advances (but will remain obligated to make P&I advances) with respect to the mortgage loan
referred to as the Westchester mortgage loan. The mortgage loan is part of a group of mortgage
loans (referred to as a loan combination) that are secured by the same mortgaged real property.
One of those loans, which is pari passu in right of payment and in other respects with the
Westchester mortgage loan, has been included as an asset in the Merrill Lynch Mortgage Trust
Series 2005-MCP1 commercial mortgage securitization.

The servicing of the Westchester loan combination will be governed by the pooling and servicing
agreement for the MLMT Series 2005-MCP1 securitization.

Servicing advances, the recoverability of those advances and the reimbursement of the advancing
party with respect to the Westchester loan combination will be generally governed by the
pooling and servicing agreement for the MLMT Series 2005-MCP1 securitization. See "Description
of the Mortgage Pool--Westchester Loan Combination" in the prospectus supplement.

APPRAISAL If any of certain adverse events or circumstances described in the prospectus supplement occur
REDUCTIONS 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 cease to be a required appraisal loan when the related mortgage
loan has been brought current for at least three consecutive months and no other circumstances
exist which would cause such mortgage loan to be a required appraisal loan.

Any determination as to whether the Westchester mortgage loan is a required appraisal loan will
be made in accordance with the MLMT Series 2005-MCP1 pooling and servicing agreement. See
"Description of the Mortgage Pool--Westchester Loan Combination" in the prospectus supplement.
</TABLE>

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
5

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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------
<TABLE>

OPTIONAL The master servicer, the special servicer and certain certificateholders will have the option
TERMINATION to terminate the trust, in whole but not in part, and purchase the remaining assets of the
trust on or after the distribution date on which the stated principal balance of the mortgage
loans is less than approximately 1.0% of the initial mortgage pool balance. Such purchase price
will generally be at a price equal to the unpaid aggregate principal balance of the mortgage
loans, plus accrued and unpaid interest and certain other additional trust fund expenses and
the fair market value of any REO properties acquired by the trust following foreclosure.

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

CONTROLLING CLASS The most subordinate class of sequential pay certificates that has a class certificate balance
greater than 25% of its original certificate balance will be the controlling class of
certificates; provided, however, that if no such class of sequential pay certificates satisfies
such requirement, the controlling class of certificates will be the most subordinate class of
sequential pay certificates with a class certificate balance greater than zero. The holder(s)
of certificates representing a majority interest in the controlling class will have the right,
subject to the conditions described in the prospectus supplement, to replace the special
servicer and select a representative that may direct and advise the special servicer on various
servicing matters.

Notwithstanding the foregoing, the controlling class will not have the right to replace the
special servicer under the MLMT Series 2005-MCP1 securitization or direct and advise the MLMT
series 2005-MCP1 special servicer on servicing matters with respect to the Westchester mortgage
loan, which is being serviced as part of a group of loans (referred to as a loan combination),
that are secured by the same mortgaged property, under the MLMT Series 2005-MCP1 pooling and
servicing agreement. The controlling class will, however, be able to discuss the servicing of
the Westchester mortgage loan with the MLMT Series 2005-MCP1 master servicer and special
servicer, as applicable.

However, in the case of the Westchester mortgage loan, the holder of the most junior
Westchester subordinate non-trust loan that has an unpaid principal balance, net of any
existing related appraisal reduction amounts, equal to or greater than 25% of its original
principal balance, will have the right to direct or advise the special servicer with respect to
certain specified servicing actions with respect to the Westchester mortgage loan and the
Westchester non-trust loans.

Subsequent to the occurrence of (a) a payment delinquency with respect to the Westchester
mortgage loan that continues for more than 60 days, (b) the acceleration of the Westchester
mortgage loan, (c) a default at maturity of the Westchester mortgage loan, (d) a voluntary
bankruptcy by the related borrower or (e) a non-monetary event of default that causes the loan
to be specially serviced, the holders of the Westchester subordinate non-trust loans will have
the right to purchase the Westchester mortgage loan from the trust at a purchase price
described in the prospectus supplement.

In the event that certain events of default exist with respect to the Westchester mortgage loan
after the expiration of any applicable grace periods, the holders of the Westchester
subordinate non-trust loans will have the right, but not the obligation, to cure such default.
</TABLE>

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
6

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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------
<TABLE>

LOAN COMBINATION One (1) mortgage loan (which is the Westchester mortgage loan discussed above) is part of a
loan combination that includes multiple other loans, one (1) of which (which is referred to as
the Westchester pari passu non-trust loan) is pari passu in right of payment and in other
respects to the Westchester mortgage loan, and the others of which are subordinate in right of
payment and in other respects to the Westchester mortgage loan and the Westchester pari passu
non-trust loan. The Westchester subordinate non-trust loans are grouped into three (3) tiers of
relative seniority--a "B note" tier, a "C note" tier and a "D note" tier, each of which
consists of one or more subordinate non-trust loans.

See "Description of the Mortgage Pool--Westchester Loan Combination", in the prospectus
supplement for more information regarding this loan combination.

ERISA The offered certificates are expected to be ERISA eligible.

SMMEA The offered certificates will not be "mortgage related securities" for the purposes of the
Secondary Mortgage Market Enhancement Act of 1984.
</TABLE>

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
7

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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

CONTACTS

MERRILL LYNCH & CO. COUNTRYWIDE SECURITIES CORPORATION
John Mulligan Tom O' Hallaron
(212) 449-3860 (Phone) (818) 225-6353 (Phone)
(212) 738-1491 (Fax) (818) 225-4032 (Fax)

Max Baker Stew Ward
(212) 449-3860 (Phone) (818) 225-6353 (Phone)
(212) 738-1491 (Fax) (818) 225-4032 (Fax)

Rich Sigg Chris Tokarski
(212) 449-3860 (Phone) (818) 225-6331 (Phone)
(212) 738-1491 (Fax) (818) 225-4179 (Fax)

David Rodgers
(212) 449-3611 (Phone)
(212) 449-3589 (Fax)

Malay Bansal
(212) 449-1302 (Phone)
(212) 449-3589 (Fax)

<TABLE>

IXIS SECURITIES NORTH AMERICA INC. PNC CAPITAL MARKETS, INC. WACHOVIA CAPITAL MARKETS LLC
Greg Murphy Scott Holmes William Cohane
(212) 891-6282 (Phone) (704) 551-2847 (Phone) (704) 374-6161 (Phone)
(212) 891-3454 (Fax) (704) 643-2088 (Fax) (704) 715-0066 (Fax)

Barry Funt Scott Fuller
(212) 891-1836 (Phone) (704) 715-8440 (Phone)
(212) 891-3411 (Fax) (704) 715-1214 (Fax)

Bill White
(704) 715-8440 (Phone)
(704) 715-1214 (Fax)

Chris Campbell
(704) 715-8440 (Phone)
(704) 715-1214 (Fax)
</TABLE>

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
8

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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
(THE SUM OF THE PERCENTAGE CALCULATIONS MAY NOT EQUAL 100% DUE TO ROUNDING.)

All numerical information provided with respect to the mortgage loans is
provided on an approximate basis. All weighted average information provided
with respect to the mortgage loans reflects a weighting of the subject mortgage
loans based on their respective cut-off date principal balances. When
information with respect to the mortgaged real properties is expressed as a
percentage of the initial mortgage pool balance, initial loan group 1 balance
or initial loan group 2 balance, as the case may be, the percentages are based
upon the cut-off date principal balances of the related mortgage loans
comprising the mortgage pool, loan group 1 or loan group 2, as the case may be.
If any of the mortgage loans is secured by multiple mortgaged real properties,
the cut-off date principal balance has been allocated based on any of (i) an
individual property's appraised value as a percentage of the total appraised
value of all of the mortgaged real properties, including the subject individual
property, securing the same mortgage loan, (ii) an individual property's
underwritten net operating income as a percentage of the total underwritten net
operating income of all the mortgaged real properties, including the subject
individual property, securing the same mortgage loan and (iii) an allocated
loan balance specified in the related loan documents. Unless specifically
indicated otherwise (for example, with respect to loan-to-value and debt
service coverage ratios and cut-off date balances per unit of mortgaged real
property), statistical information presented with respect to the Westchester
mortgage loan excludes the related non-trust loans.

GENERAL CHARACTERISTICS

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

<TABLE>

ALL MORTGAGE LOAN LOAN
LOANS GROUP 1 GROUP 2

Initial mortgage pool balance ...................................... 2,074,461,260 1,961,450,834 113,010,426
Number of pooled mortgage loans .................................... 139 120 19
Number of mortgaged properties ..................................... 256 236 20
Percentage of Investment Grade Loans(1)............................. 14.8 15.7 0.0
Average cut-off date principal balance ............................. 14,924,182 16,345,424 5,947,917
Largest cut-off date principal balance ............................. 187,796,151 187,796,151 16,200,000
Smallest cut-off date principal balance ............................ 748,000 748,000 908,598
Weighted average mortgage interest rate ............................ 5.2488 5.2542 5.1553
Highest mortgage interest rate ..................................... 7.4000 7.4000 6.0700
Lowest mortgage interest rate ...................................... 4.6470 4.6470 4.9950
Number of Cross Collateralized Mortgage Loans ...................... 5 5 0
Cross Collateralized Mortgage Loans as a % of IPB .................. 5.5 5.8 0.0
Number of Multi Property Mortgage Loans ............................ 12 11 1
Multi Property Mortgage Loans as a % of IPB ........................ 23.4 24.3 8.9
Weighted average underwritten debt service coverage ratio .......... 1.63 1.65 1.32
Maximum underwritten debt service coverage ratio ................... 2.85 2.85 1.51
Minimum underwritten debt service coverage ratio ................... 1.20 1.20 1.21
Weighted average cut-off date loan-to-value ratio .................. 68.9 68.6 74.6
Maximum cut-off date loan-to-value ratio ........................... 85.0 85.0 84.6
Minimum cut-off date loan-to-value ratio ........................... 35.8 35.8 56.1
Weighted average original term to maturity or anticipated
repayment date (months) ........................................... 101 100 115
Maximum original term to maturity or anticipated repayment date
(months) .......................................................... 180 180 180
Minimum original term to maturity or anticipated repayment date
(months) .......................................................... 60 60 60
Weighted average remaining amort term (months) ..................... 345 344 358
Maximum remaining amort term (months) .............................. 360 360 360
Minimum remaining amort term (months) .............................. 298 298 299
</TABLE>

See "Summary of Prospectus Supplement--The Mortgage Loans and the Mortgaged
Real Properties--Additional Statistical Information" for a similar table with
additional information regarding certain of the mortgage loans.

---------------------
(1) It has been confirmed by DBRS, Fitch and Moody's, in accordance with their
respective methodologies, that the Financial Square, The Westchester and E
Walk on New 42nd Street loans have credit characteristics consistent with
investment-grade rated obligations.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
9

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

SELECT CHARACTERISTICS OF MORTGAGE POOL
--------------------------------------------------------------------------------

PROPERTY TYPE BY STATE MATRIX FOR MORTGAGE POOL
--------------------------------------------------------------------------------

% OF INITIAL MORTGAGE POOL BALANCE BY PROPERTY TYPE

<TABLE>

% OF INITAL
MORTGAGE POOL
STATE BALANCE RETAIL OFFICE HOSPITALITY

New York ........... 20.1 8.8 6.6 0.8
California ......... 16.9 7.8 1.9 2.2
Northern1 ......... 2.1 0.0 0.3 0.8
Southern1 ......... 14.7 7.8 1.7 1.5
Indiana ............ 9.1 9.1 0.0 0.0
Florida ............ 8.4 1.1 3.4 2.2
Texas .............. 7.8 2.6 1.1 0.9
North Carolina ..... 4.4 0.0 4.3 0.0
Colorado ........... 4.0 2.3 0.5 0.0
Pennsylvania ....... 3.5 0.2 0.0 2.0
Ohio ............... 2.2 1.2 0.0 0.9
Arizona ............ 2.2 1.3 0.0 0.0
Nevada ............. 2.0 0.8 0.5 0.0
Kansas ............. 2.0 2.0 0.0 0.0
New Jersey ......... 1.9 0.4 0.3 0.9
Connecticut ........ 1.7 0.0 0.0 1.3
Maryland ........... 1.6 0.5 0.0 0.4
Washington ......... 1.6 1.1 0.0 0.0
Missouri ........... 1.3 0.0 0.9 0.0
Vermont ............ 1.3 0.0 0.0 0.0
Georgia ............ 0.9 0.0 0.1 0.5
Delaware ........... 0.8 0.0 0.0 0.6
Massachusetts ...... 0.8 0.0 0.3 0.5
South Carolina ..... 0.7 0.0 0.0 0.0
Virginia ........... 0.7 0.0 0.2 0.0
Wisconsin .......... 0.4 0.0 0.3 0.0
Michigan ........... 0.4 0.0 0.0 0.4
Kentucky ........... 0.4 0.0 0.0 0.0
Rhode Island ....... 0.4 0.0 0.0 0.4
New Hampshire....... 0.4 0.0 0.0 0.0
Arkansas ........... 0.3 0.0 0.0 0.0
Tennessee .......... 0.3 0.1 0.0 0.0
New Mexico ......... 0.3 0.0 0.2 0.0
Illinois ........... 0.2 0.0 0.0 0.0
Oklahoma ........... 0.2 0.0 0.0 0.0
North Dakota ....... 0.2 0.0 0.2 0.0
Alabama ............ 0.2 0.1 0.0 0.0
Montana ............ 0.1 0.0 0.0 0.0
Maine .............. 0.1 0.0 0.0 0.0
Mississippi ........ 0.1 0.0 0.0 0.0
Louisiana .......... 0.1 0.0 0.0 0.0
-------------------- ----- ---- ---- ----
Total .............. 100.0% 39.3% 20.9% 13.9%
-------------------- ----- ---- ---- ----

MIXED SELF MANUFACTURED
STATE MULTIFAMILY USE STORAGE INDUSTRIAL HOUSING OTHER

New York ........... 0.0 0.7 1.4 0.0 1.7 0.0
California ......... 1.3 1.3 0.4 1.3 0.5 0.0
Northern(1) ....... 1.1 0.0 0.0 0.0 0.0 0.0
Southern(1) ....... 0.3 1.3 0.4 1.3 0.5 0.0
Indiana ............ 0.0 0.0 0.0 0.0 0.0 0.0
Florida ............ 0.7 0.4 0.2 0.4 0.0 0.0
Texas .............. 2.4 0.0 0.4 0.3 0.0 0.0
North Carolina ..... 0.0 0.0 0.0 0.0 0.0 0.0
Colorado ........... 0.0 1.2 0.0 0.0 0.0 0.0
Pennsylvania ....... 0.0 1.0 0.4 0.0 0.0 0.0
Ohio ............... 0.0 0.0 0.1 0.0 0.0 0.0
Arizona ............ 0.9 0.0 0.0 0.0 0.0 0.0
Nevada ............. 0.8 0.0 0.0 0.0 0.0 0.0
Kansas ............. 0.0 0.0 0.0 0.0 0.0 0.0
New Jersey ......... 0.0 0.0 0.0 0.3 0.0 0.0
Connecticut ........ 0.0 0.0 0.4 0.0 0.0 0.0
Maryland ........... 0.0 0.0 0.0 0.6 0.0 0.0
Washington ......... 0.3 0.0 0.2 0.0 0.0 0.0
Missouri ........... 0.5 0.0 0.0 0.0 0.0 0.0
Vermont ............ 0.0 1.3 0.0 0.0 0.0 0.0
Georgia ............ 0.0 0.2 0.1 0.0 0.0 0.0
Delaware ........... 0.0 0.0 0.3 0.0 0.0 0.0
Massachusetts ...... 0.0 0.0 0.0 0.0 0.0 0.0
South Carolina ..... 0.0 0.0 0.1 0.0 0.0 0.7
Virginia ........... 0.0 0.1 0.0 0.4 0.0 0.0
Wisconsin .......... 0.1 0.0 0.0 0.0 0.0 0.0
Michigan ........... 0.0 0.0 0.1 0.0 0.0 0.0
Kentucky ........... 0.3 0.0 0.1 0.0 0.0 0.0
Rhode Island ....... 0.0 0.0 0.0 0.0 0.0 0.0
New Hampshire....... 0.0 0.0 0.0 0.1 0.3 0.0
Arkansas ........... 0.3 0.0 0.1 0.0 0.0 0.0
Tennessee .......... 0.1 0.0 0.1 0.0 0.0 0.0
New Mexico ......... 0.0 0.0 0.1 0.0 0.0 0.0
Illinois ........... 0.1 0.0 0.1 0.0 0.0 0.0
Oklahoma ........... 0.2 0.0 0.0 0.0 0.0 0.0
North Dakota ....... 0.0 0.0 0.0 0.0 0.0 0.0
Alabama ............ 0.0 0.0 0.0 0.0 0.0 0.0
Montana ............ 0.0 0.0 0.0 0.0 0.1 0.0
Maine .............. 0.0 0.0 0.1 0.0 0.0 0.0
Mississippi ........ 0.0 0.0 0.1 0.0 0.0 0.0
Louisiana .......... 0.0 0.0 0.1 0.0 0.0 0.0
--------------------- --- --- --- --- --- ---
Total .............. 7.9% 6.1% 5.1% 3.5% 2.6% 0.7%
--------------------- --- --- --- --- --- ---
</TABLE>

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

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
10

MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

SELECT CHARACTERISTICS OF MORTGAGE POOL
--------------------------------------------------------------------------------

<TABLE>

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

Interest Only(1) ................................. 15 597,200,000 28.8
Single Tenant .................................... 12 66,371,909 3.2
Loans (greater than) 50% Single Tenant ......... 24 165,113,378 8.0
Current Secondary Debt ........................... 7 346,600,000 16.7
Future Secondary Debt Permitted .................. 26 746,181,795 36.0
Lockbox .......................................... 61 1,453,933,076 70.1
Escrow Type(2)
TI/LC Reserves(3) ............................... 55 560,594,043 38.3
Real Estate Tax ................................. 121 1,406,466,130 67.8
Insurance ....................................... 117 1,206,205,788 58.1
Replacement Reserves ............................ 111 1,273,710,120 61.4
</TABLE>

SELECT CHARACTERISTICS OF LOAN GROUP 1
--------------------------------------------------------------------------------

<TABLE>

CUT-OFF DATE % OF INITIAL
NUMBER OF PRINCIPAL LOAN GROUP 1
MORTGAGE LOANS BALANCE BALANCE

Interest Only(1) ................................. 14 594,200,000 30.3
Single Tenant .................................... 12 66,371,909 3.4
Loans (greater than) 50% Single Tenant ......... 24 165,113,378 8.4
Current Secondary Debt ........................... 6 339,000,000 17.3
Future Secondary Debt Permitted .................. 18 712,043,426 36.3
Lockbox .......................................... 59 1,442,440,717 73.5
Escrow Type(2)
TI/LC Reserves(3) ............................... 55 560,594,043 38.3
Real Estate Tax ................................. 103 1,295,105,704 66.0
Insurance ....................................... 99 1,094,845,362 55.8
Replacement Reserves ............................ 94 1,172,234,154 59.8
</TABLE>

SELECT CHARACTERISTICS OF LOAN GROUP 2
--------------------------------------------------------------------------------

<TABLE>

CUT-OFF DATE % OF INITIAL
NUMBER OF PRINCIPAL LOAN GROUP 2
MORTGAGE LOANS BALANCE BALANCE

Interest Only(1) ................................. 1 3,000,000 2.7
Single Tenant .................................... 0 0 0.0
Loans (greater than) 50% Single Tenant ......... 0 0 0.0
Current Secondary Debt ........................... 1 7,600,000 6.7
Future Secondary Debt Permitted .................. 8 34,138,369 30.2
Lockbox .......................................... 2 11,492,359 10.2
Escrow Type(2)
Real Estate Tax ................................. 18 111,360,426 98.5
Insurance ....................................... 18 111,360,426 98.5
Replacement Reserves ............................ 17 101,475,966 89.8
</TABLE>

---------------------
(1) Includes 2 mortgage loans (1.3% of the initial mortgage pool balance and
1.4% of the initial loan group 1 balance) which are ARD loans, and require
the payment of interest only on each due date until the expiration of a
designated period and the amortization of principal following this
expiration.
(2) Does not include mortgage loans with upfront reserves.
(3) TI/LC escrows are expressed as a percentage of only the mortgage loans
secured by office, retail, mixed use, industrial and other properties.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
11

MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

SELECT CHARACTERISTICS OF MORTGAGE POOL
--------------------------------------------------------------------------------

<TABLE>

CUT-OFF DATE BALANCE ($)
---------------------------------------------------------------------------------------
RANGE OF NUMBER OF AGGREGATE
CUT-OFF MORTGAGE CUT-OFF DATE % OF % OF % OF
DATE BALANCES LOANS BALANCE POOL GROUP 1 GROUP 2
---------------------------------------------------------------------------------------

748,000 - 2,999,999 15 $ 29,895,405 1.4% 1.2% 5.2%
3,000,000 - 3,999,999 11 39,549,733 1.9 1.5 9.0
4,000,000 - 4,999,999 16 72,954,976 3.5 3.2 8.3
5,000,000 - 5,999,999 13 70,442,985 3.4 3.0 9.6
6,000,000 - 6,999,999 8 51,783,287 2.5 2.0 11.3
7,000,000 - 7,999,999 11 82,731,040 4.0 3.4 13.5
8,000,000 - 9,999,999 15 131,034,817 6.3 6.2 7.5
10,000,000 - 12,999,999 10 111,993,739 5.4 5.2 8.9
13,000,000 - 19,999,999 15 242,421,179 11.7 10.8 26.7
20,000,000 - 49,999,999 19 536,157,946 25.8 27.3 0.0
50,000,000 - 99,999,999 2 127,700,000 6.2 6.5 0.0
100,000,000 - 187,796,151 4 577,796,151 27.9 29.5 0.0
--- -------------- ----- ----- -----
Total: 139 $2,074,461,260 100.0% 100.0% 100.0%
------ === ============== ===== ===== =====

MIN: $748,000 MAX: $187,796,151 WTD. AVERAGE: $14,924,182

----------------------------------------------------------------------------------------
</TABLE>

DEBT SERVICE COVERAGE RATIO (X)
----------------------------------------------------------------------------
<TABLE>

RANGE OF NUMBER OF AGGREGATE
UNDERWRITTEN MORTGAGE CUT-OFF DATE % OF % OF % OF
DSCRS LOANS BALANCE POOL GROUP 1 GROUP 2
-------------- ----------- ----------------- ---------- --------- ----------

1.20 - 1.24 21 $ 385,941,876 18.6% 18.2% 25.8%
1.25 - 1.29 22 227,456,724 11.0 9.6 35.1
1.30 - 1.34 22 196,518,557 9.5 9.8 3.4
1.35 - 1.39 12 66,761,437 3.2 3.0 6.3
1.40 - 1.44 14 188,346,376 9.1 8.9 12.6
1.45 - 1.49 7 131,819,544 6.4 5.9 14.1
1.50 - 1.59 15 185,267,235 8.9 9.3 2.7
1.60 - 1.99 20 369,299,510 17.8 18.8 0.0
2.00 - 2.85 6 323,050,000 15.6 16.5 0.0
-------------- --- -------------- ----- ----- -----
Total: 139 $2,074,461,260 100.0% 100.0% 100.0%
-------- === ============== ===== ===== =====

MIN: 1.20X MAX: 2.85X WTD. AVERAGE: 1.63X
----------------------------------------------------------------------------

</TABLE>

MORTGAGE RATE (%)
------------------------------------------------------------------------------
<TABLE>

NUMBER OF AGGREGATE
RANGE OF MORTGAGE CUT-OFF DATE % OF % OF % OF
MORTGAGE RATES LOANS BALANCE POOL GROUP 1 GROUP 2
----------------- ----------- ----------------- --------- --------- ----------

4.6470 - 4.7499 2 $ 177,500,000 8.6% 9.0% 0.0%
4.7500 - 4.9999 7 518,244,151 25.0 26.2 4.2
5.0000 - 5.2499 42 446,827,915 21.5 19.0 65.1
5.2500 - 5.4999 44 436,329,317 21.0 20.8 25.8
5.5000 - 5.5999 9 79,821,588 3.8 4.1 0.0
5.6000 - 5.6999 16 224,460,142 10.8 11.2 3.4
5.7000 - 5.7499 3 9,362,276 0.5 0.5 0.0
5.7500 - 5.9999 9 120,060,011 5.8 6.1 0.0
6.0000 - 6.7499 5 37,998,813 1.8 1.9 1.5
6.7500 - 7.4000 2 23,857,048 1.2 1.2 0.0
----------------- --- -------------- ----- ----- -----
Total: 139 $2,074,461,260 100.0% 100.0% 100.0%
-------- === ============== ===== ===== =====

MIN: 4.6470% MAX: 7.4000% WTD. AVERAGE: 5.2488%
-----------------------------------------------------------------------------

</TABLE>

CUT-OFF DATE LOAN-TO-VALUE RATIO (%)
-------------------------------------------------------------------------
<TABLE>

RANGE OF
CUT-OFF NUMBER OF AGGREGATE
DATE MORTGAGE CUT-OFF DATE % OF % OF % OF
LTV RATIOS LOANS BALANCE POOL GROUP 1 GROUP 2
------------- ----------- ----------------- --------- --------- ---------

35.8 - 49.9 6 $ 189,693,823 9.1% 9.7% 0.0%
50.0 - 59.9 11 192,354,648 9.3 9.8 0.8
60.0 - 64.9 9 125,860,449 6.1 6.4 0.0
65.0 - 69.9 22 226,809,638 10.9 10.1 24.8
70.0 - 74.9 39 630,480,868 30.4 31.3 14.7
75.0 - 80.0 49 691,006,834 33.3 31.9 58.2
80.1 - 85.0 3 18,255,000 0.9 0.8 1.5
------------- --- -------------- ----- ----- -----
Total: 139 $2,074,461,260 100.0% 100.0% 100.0%
-------- === ============== ===== ===== =====

MIN: 35.8% MAX: 85.0% WTD. AVERAGE: 68.9%
-------------------------------------------------------------------------

</TABLE>

<TABLE>

MATURITY DATE OR ARD LOAN-TO-VALUE RATIO (%)
------------------------------------------------------------------------------------
RANGE OF NUMBER OF AGGREGATE
MATURITY DATE OR ARD MORTGAGE CUT-OFF DATE % OF % OF % OF
LOAN-TO-VALUE RATIOS LOANS BALANCE POOL GROUP 1 GROUP 2
---------------------- ----------- ----------------- ---------- --------- ----------

34.7 - 49.9 17 $ 272,560,986 13.1% 13.8% 0.8%
50.0 - 54.9 15 254,216,702 12.3 12.6 5.9
55.0 - 59.9 20 220,102,912 10.6 11.1 1.7
60.0 - 62.4 17 123,209,966 5.9 5.8 8.4
62.5 - 64.9 19 196,390,771 9.5 6.8 55.2
65.0 - 67.4 18 443,938,427 21.4 22.6 0.0
67.5 - 69.9 17 209,725,000 10.1 10.0 11.8
70.0 - 78.8 16 354,316,497 17.1 17.1 16.2
---------------------- --- -------------- ----- ----- -----
Total: 139 $2,074,461,260 100.0% 100.0% 100.0%
-------- === ============== ===== ===== =====

MIN: 34.7% MAX: 78.8% WTD. AVERAGE: 62.0%
------------------------------------------------------------------------------------

</TABLE>

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
12

MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
-----------------------------------------------------------------------------

SELECT CHARACTERISTICS OF MORTGAGE POOL
-----------------------------------------------------------------------------

ORIGINAL TERM TO MATURITY OR ARD (MOS)
-----------------------------------------------------------------------------
<TABLE>

RANGE OF
ORIGINAL TERMS
TO MATURITY NUMBER OF AGGREGATE
OR ARD MORTGAGE CUT-OFF DATE % OF % OF % OF
(MONTHS) LOANS BALANCE POOL GROUP 1 GROUP 2
---------------- ----------- ---------------- ---------- --------- ----------

60 - 60 14 $ 553,551,167 26.7% 27.7% 9.4%
61 - 84 3 212,910,000 10.3 10.9 0.0
85 - 120 111 1,233,334,972 59.5 57.7 89.2
121 - 180 11 74,665,121 3.6 3.7 1.5
---------------- --- -------------- ----- ----- -----
Total: 139 $2,074,461,260 100.0% 100.0% 100.0%
-------- === ============== ===== ===== =====

MIN: 60 MOS. MAX: 180 MOS. WTD. AVERAGE: 101 MOS.

-----------------------------------------------------------------------------
</TABLE>

ORIGINAL AMORTIZATION TERM (MOS)
-----------------------------------------------------------------------------
<TABLE>

RANGE OF
ORIGINAL
AMORTIZATION NUMBER OF AGGREGATE
TERMS MORTGAGE CUT-OFF DATE % OF % OF % OF
(MONTHS) LOANS BALANCE POOL GROUP 1 GROUP 2
--------------- ----------- ---------------- ---------- --------- ----------

Interest Only 13 $ 570,200,000 27.5% 28.9% 2.7%
300 - 329 24 337,629,287 16.3 17.1 2.0
330 - 360 102 1,166,631,973 56.2 54.0 95.4
--------------- --- -------------- ----- ----- -----
Total: 139 $2,074,461,260 100.0% 100.0% 100.0%
-------- === ============== ===== ===== =====

MIN: 300 MOS. MAX: 360 MOS. WTD. AVERAGE(1): 346 MOS.

-----------------------------------------------------------------------------
</TABLE>

AMORTIZATION TYPES FOR ALL MORTGAGE LOANS
--------------------------------------------------------------------------------
<TABLE>

% BY
CUT-OFF
AGREGATE DATE
NUMBER CUT-OFF DATE POOL % OF % OF
AMORTIZATION TYPES OF LOANS BALANCE BALANCE GROUP 1 GROUP 2
-------------------- ---------- ----------------- --------- --------- ----------

Balloon 68 $ 741,136,270 35.7% 35.4% 41.3%
Interest Only 13 570,200,000 27.5 28.9 2.7
IO-ARD 2 27,000,000 1.3 1.4 0.0
IO-Balloon 56 736,124,990 35.5 34.3 56.0
-------------------- --- -------------- ----- ----- -----
Total: 139 $2,074,461,260 100.0% 100.0% 100.0%
-------- === ============== ===== ===== =====
-------------------------------------------------------------------------------

</TABLE>

REMAINING TERM TO MATURITY OR ARD (MOS)
--------------------------------------------------------------------------------
<TABLE>

RANGE OF
REMAINING
TERMS
TO MATURITY NUMBER OF AGGREGATE
OR ARD MORTGAGE CUT-OFF DATE % OF % OF % OF
(MONTHS) LOANS BALANCE POOL GROUP 1 GROUP 2
------------- ----------- ----------------- ---------- --------- ----------

57 - 84 17 $ 766,461,167 36.9% 38.5% 9.4%
85 - 119 77 953,006,972 45.9 44.8 65.6
120 - 180 45 354,993,121 17.1 16.7 25.0
------------- --- -------------- ----- ----- -----
Total: 139 $2,074,461,260 100.0% 100.0% 100.0%
-------- === ============== ===== ===== =====

MIN: 57 MOS. MAX: 180 MOS. WTD. AVERAGE: 100 MOS.
--------------------------------------------------------------------------------

</TABLE>

REMAINING STATED AMORTIZATION TERM (MOS)
--------------------------------------------------------------------------------
<TABLE>

RANGE OF
REMAINING
AMORTIZATION NUMBER OF AGGREGATE
TERMS MORTGAGE CUT-OFF DATE % OF % OF % OF
(MONTHS) LOANS BALANCE POOL GROUP 1 GROUP 2
-------------- ----------- ---------------- ---------- --------- ----------

0 - 120 13 $ 570,200,000 27.5% 28.9% 2.7%
121 - 360 126 1,504,261,260 72.5 71.1 97.3
-------------- --- -------------- ----- ----- -----
Total: 139 $2,074,461,260 100.0% 100.0% 100.0%
-------- === ============== ===== ===== =====

MIN: 298 MOS. MAX: 360 MOS. WTD. AVERAGE(1): 345 MOS.
--------------------------------------------------------------------------------

</TABLE>

PARTIAL IO TERM (MOS)
----------------------------------------------------------------------------
<TABLE>

% OF
INITIAL
AGGREGATE MORT-
NUMBER OF CUT-OFF DATE GAGE
RANGE OF MORTGAGE PRINCIPAL POOL % OF % OF
PARTIAL IO TERMS LOANS BALANCE BALANCE GROUP 1 GROUP 2
------------------ ----------- -------------- --------- --------- --------

0 - 12 4 $ 27,000,000 1.3% 1.4% 0.0%
13 - 24 22 230,599,990 11.1 10.8 16.7
25 - 36 16 214,875,000 10.4 9.5 25.0
37 - 48 2 25,810,000 1.2 1.3 0.0
49 - 60 12 237,840,000 11.5 11.3 14.3
61 - 120 2 27,000,000 1.3 1.4 0.0
------------------ -- ------------ ---- ---- ----
Total: 58 $763,124,990 36.8% 35.7% 56.0%
------------------ == ============ ==== ==== ====

MIN: 12 MOS. MAX: 120 MOS. WTD. AVERAGE: 42 MOS.
----------------------------------------------------------------------------

</TABLE>

---------------------
(1) Does not include interest only loans.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
13

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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

MORTGAGE POOL PREPAYMENT PROFILE
--------------------------------------------------------------------------------

<TABLE>

% OF
REMAINING % OF % OF
MONTHS AGGREGATE MORTGAGE POOL REMAINING REMAINING
SINCE REMAINING BALANCE-- MORTGAGE POOL MORTGAGE POOL
CUT-OFF NUMBER OF PRINCIPAL LOCKOUT/ BALANCE--YIELD BALANCE--
DATE DATE MORTGAGE LOANS BALANCE(1) DEFEASANCE(2) MAINTENANCE OPEN TOTAL
------------ --------- ---------------- --------------------- --------------- ---------------- -------------- ------

2/1/2006 6 139 2,069,225,350.81 94.95 5.05 0.00 100
2/1/2007 18 139 2,057,686,493.41 94.93 5.07 0.00 100
2/1/2008 30 139 2,043,489,787.83 97.93 2.07 0.00 100
2/1/2009 42 139 2,025,955,370.84 96.48 3.52 0.00 100
2/1/2010 54 139 2,005,762,529.69 82.43 3.55 14.02 100
2/1/2011 66 125 1,449,361,999.25 94.29 5.71 0.00 100
2/1/2012 78 125 1,427,598,986.55 84.83 5.70 9.47 100
2/1/2013 90 122 1,192,185,712.64 93.29 6.71 0.00 100
2/1/2014 102 122 1,167,995,730.58 93.28 6.72 0.00 100
2/1/2015 114 122 1,142,436,291.18 75.88 6.74 17.38 100
2/1/2016 126 6 37,668,421.29 82.79 0.00 17.21 100
2/1/2017 138 5 30,731,428.79 100.00 0.00 0.00 100
2/1/2018 150 5 30,246,176.08 100.00 0.00 0.00 100
2/1/2019 162 5 29,732,047.57 100.00 0.00 0.00 100
2/1/2020 174 5 29,187,322.70 13.29 0.00 86.71 100
</TABLE>

---------------------
(1) Calculated assuming that no mortgage loan prepays, defaults or is
repurchased prior to stated maturity (except that mortgage loans with
anticipated repayment dates (ARD loans) are assumed to prepay on their
anticipated repayment dates). Otherwise calculated based on Modeling
Assumptions to be described in the prospectus supplement.
(2) Mortgage loans included in this category are locked out from prepayment,
but may include periods during which defeasance is permitted.

TEN LARGEST MORTGAGE LOANS OR GROUPS OF CROSS-COLLATERALIZED MORTGAGE LOANS
--------------------------------------------------------------------------------
The following table and summaries describe the ten largest mortgage loans or
groups of cross-collateralized mortgage loans in the mortgage pool as measured
by cut-off date principal balance:

<TABLE>

NUMBER OF
MORTGAGE
LOANS/
MORTGAGE MORTGAGED CUT-OFF DATE
LOAN LOAN REAL PRINCIPAL
LOAN NAME SELLER GROUP PROPERTIES BALANCE
------------------------------------- ---------- ------- ------------ --------------------

Glenbrook Square Mall .............. MLML 1 1/1 $ 187,796,150.62
Highwoods Portfolio ................ IXIS 1 1/33 $ 160,000,000.00
Financial Square ................... MLML 1 1/1 $ 130,000,000.00
The Westchester .................... MLML 1 1/1 $ 100,000,000.00
U-Haul Self Storage
Portfolios II, III and IV .......... MLML 1 3/50 $ 86,852,962.64
E Walk on the New 42nd Street....... MLML 1 1/1 $ 77,500,000.00
Residence Inn Hotel Portfolio 1..... MLML 1 1/4 $ 50,200,000.00
Residence Inn Hotel Portfolio 2..... MLML 1 1/4 $ 43,490,000.00
Morgan RV Portfolio ................ CRF 1 1/3 $ 41,464,993.70
San Antonio Portfolio .............. MLML 1 1/10 $ 39,800,000.00
----- ----------------
TOTAL .............................. 12/108 $ 917,104,106.96

% OF
SHADOW INITIAL LOAN CUT-OFF
RATING MORTGAGE BALANCE DATE
DBRS/FITCH/ POOL PROPERTY PROPERTY PER LTV
LOAN NAME MOODY'S/(1) BALANCE TYPE SIZE(2) SF/UNIT DSCR(X) RATIO(%)
------------------------------------- --------------- ---------- -------------- ------------ --------- --------- ---------

Glenbrook Square Mall .............. NAP 9.1 Retail 868,987 216 1.22 70.9
Highwoods Portfolio ................ NAP 7.7 Office 2,008,886 80 1.91 78.8
Financial Square ................... A/A+/Baa1 6.3 Office 1,030,531 126 2.85 51.4
The Westchester .................... A(high)/A+/A3 4.8 Retail 831,841 120 2.55 42.9
U-Haul Self Storage
Portfolios II, III and IV .......... NAP 4.2 Self Storage 1,111,736 78 1.45 75.3
E Walk on the New 42nd Street....... BBB/A-/Baa2 3.7 Retail 177,394 437 2.41 45.6
Residence Inn Hotel Portfolio 1..... NAP 2.4 Hospitality 563 89,165 1.52 74.9
Residence Inn Hotel Portfolio 2..... NAP 2.1 Hospitality 506 85,949 1.49 75.0
Morgan RV Portfolio ................ NAP 2.0 Manufactured 2,087 19,868 1.26 73.8
Housing
San Antonio Portfolio .............. NAP 1.9 Mixed Use 498,919 80 1.42x 76.7
---- ---- ----
TOTAL .............................. 44.2 1.88X 65.5%
</TABLE>

---------------------
(1.) Dominion Bond Rating Service, Inc., Fitch, Inc. and Moody's Investors
Service, Inc. have indicated that, in accordance with their respective
methodologies, the credit characteristics of the related loan(s), are
consistent with the characteristics of the applicable rated obligation.
(2) Property size is indicated in rooms (for hospitality properties) and square
feet (for office, industrial, retail and self storage properties).
(3) Such ratios with respect to the Westchester loan combination are based on
the aggregate indebtedness of the Westchester mortgage loan that will be
included in the trust and the Westchester pari passu non-trust loan, but
exclude the Westchester subordinate non-trust loans.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
14

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

GLENBROOK SQUARE MALL
---------------------

[GLENBROOK SQUARE MALL PHOTO OMITTED]

------------------------------------------------------------------
PROPERTY INFORMATION
------------------------------------------------------------------
Number of Mortgaged Real Properties 1
Location (City/State) Fort Wayne, Indiana
Property Type Anchored Retail
Size (Square Feet) 868,987
Percentage Occupancy as of June 7, 2005 93.6%
Year Built 1966
Year Renovated 1998
Appraisal Value $265,000,000
# of Tenants 128
Average Rent Per Square Foot $15.20
Underwritten Occupancy 95.1%
Underwritten Revenues $23,165,713
Underwritten Total Expenses $7,730,615
Underwritten Net Cash Flow (NOI) $15,435,099
Underwritten Net Cash Flow (NCF) $14,666,502

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

------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
------------------------------------------------------------------
Mortgage Loan Seller MLML
Loan Group 1
Origination Date June 10, 2005
Cut-off Date Principal Balance $187,796,151
Cut-off Date Loan Balance Per SF/Unit $216
Percentage of Initial Mortgage Pool Balance 9.1%
Number of Mortgage Loans 1
Type of Security (fee/leasehold) Fee
Mortgage Rate 4.9139%
Amortization Type Balloon
IO Period (Months) 0
Original Term to Maturity/ARD (Months) 60
Original Amortization Term (Months) 360
Lockbox Hard
Cut-off Date LTV Ratio 70.9%
LTV Ratio at Maturity or ARD 65.3%
Underwritten DSCR on NOI 1.29x
Underwritten DSCR on NCF 1.22x
------------------------------------------------------------------

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
15

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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

[MAP OMITTED]

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
16

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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Glenbrook Square Loan") is evidenced by a
promissory note and is secured by a first mortgage encumbering the fee interest
in Glenbrook Square Mall, a two-story enclosed regional mall located in Fort
Wayne, Indiana that contains approximately 1,211,987 square feet, of which
approximately 868,987 square feet are collateral (the "Glenbrook Square
Property"). The Glenbrook Square Loan represents approximately 9.1% of the
initial mortgage pool balance and approximately 9.6% of the initial loan group
1 balance. The Glenbrook Square Loan was originated on June 10, 2005, and has a
principal balance of $187,796,151 as of the cut-off date.

The Glenbrook Square Loan has a remaining term of 59 months to its maturity
date of July 1, 2010. The Glenbrook Square Loan does not provide for any
interest-only payments during its loan term. The Glenbrook Square Loan may be
prepaid on or after January 1, 2010 and permits defeasance with United States
government obligations beginning two years after the creation of the
securitization trust.

THE BORROWER. The borrower, GGP-Glenbrook, L.L.C., (the "Glenbrook Square
Borrower"), a Delaware limited liability company, is a single purpose entity.
The Glenbrook Square Borrower, the fee owner of the Glenbrook Square Property,
is indirectly owned by GGPLP, LLC, a Delaware limited liability company. GGPLP,
LLC is 100% owned by GGP Limited Partnership, the operating partnership of
General Growth Properties, Inc. ("GGP"). GGP is a public, Chicago-based real
estate investment trust (a "REIT") primarily engaged in the ownership,
operation, management, leasing, acquisition, development, and expansion of
regional mall and community shopping centers in the United States. GGP is
currently the second largest regional mall REIT in the United States. As of May
2, 2005, GGP has ownership interests in, or management responsibility for, 209
regional shopping malls totaling approximately 200 million square feet of
retail space, as well as ownership in planned community developments and
commercial office buildings. For the year ended December 31, 2004, GGP had
total revenues of $1.8 billion and net income of $267.9 million. As of March
31, 2005, GGP reported cash liquidity of approximately $45.1 million and total
assets of $25.6 billion. As of July 27, 2005, GGP has an equity market
capitalization of $10.9 billion square feet.

LOCKBOX. The Glenbrook Square Borrower is required to notify and advise each
tenant under each lease to send directly to the lockbox, all payments of rent
or any other item payable under the related lease. Provided no "lockbox event"
has occurred and be continuing, any and all funds in the lockbox account are
required to be transferred to an account designated by the Glenbrook Square
Borrower on each business day. Upon the occurrence of a "lockbox event", all
amounts on deposit in the lockbox account will be automatically transferred
daily to the cash management account and will be applied daily in the following
order: (a) fund the tax and insurance reserve (provided that reserves for
insurance will not be required as long as GGP maintains a blanket policy), (b)
pay the monthly debt service, (c) fund rollover reserve, (d) fund replacement
reserve, (e) pay any other amounts due to the lender, and (f) provided no event
of default has occurred and be continuing, pay any excess amounts to the
Glenbrook Square Borrower. A "lockbox event" shall occur upon (i) an event of
default or (ii) the DSCR dropping below 1.10x. The DSCR trigger will be cured
upon the DSCR reaching 1.10x or above on a trailing twelve month basis.

THE PROPERTY. The Glenbrook Square Property is a two-story enclosed regional
mall located in Fort Wayne, Indiana that contains approximately 1,211,987
square feet, of which approximately 868,987 square feet are collateral. The
property has approximately 6,035 parking spaces. Glenbrook Square was
originally built in 1966, with expansions or renovations completed in 1976,
1981, 1990, 1994, and 1998. The mall is anchored by L.S. Ayres (242,199 square
feet), Sears (221,000 square feet) and JCPenney (191,671 square feet). Sears
owns its pad and improvements. Marshall Field's (122,000 square feet), which
also owns its own pad and improvements, was closed in May 2005.

The following table presents certain information relating to the major tenants
at the Glenbrook Square Property:

<TABLE>

TENANT(1)
---------

TENANT NAME PARENT COMPANY CREDIT RATINGS(2)
(FITCH/MOODY'S)

L.S. Ayres (GL) ......... The May Department Stores Company BBB/Baa2
JC Penney (GL) .......... J.C. Penney Company, Inc. BB+/Ba1
H&M ..................... Hennes & Mauritz AB NR/NR
Limited ................. Limited Brands Inc. NR/Baa2
Abercrombie & Fitch ..... Abercrombie & Fitch Co. NR/NR
Express Men ............. Limited Brands Inc. NR/Baa2
Finish Line ............. Finish Line Inc. NR/NR

BASE RENT LEASE
TENANT NAME SQUARE FEET % OF GLA PER SQUARE FOOT EXPIRATION

L.S. Ayres (GL) ......... 242,199 27.9% $ 0.67 1/31/2012
JC Penney (GL) .......... 191,671 22.1% $ 3.54 6/30/2018
H&M ..................... 18,000 2.1% $ 26.00 1/31/2015
Limited ................. 15,840 1.8% $ 18.00 1/31/2006
Abercrombie & Fitch ..... 14,874 1.7% $ 23.00 6/30/2010
Express Men ............. 10,953 1.3% $ 22.00 1/31/2006
Finish Line ............. 10,356 1.2% $ 22.00 1/31/2008
</TABLE>

---------------------
(1) Information obtained from the Glenbrook Square Borrower's rent roll except
credit ratings.
(2) Credit ratings are of the parent company whether or not the parent
guarantees the lease.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
17

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

The following table presents certain information relating to the lease rollover
schedule at the Glenbrook Square Property:

<TABLE>

---------------------------------------------------------------------------
LEASE ROLLOVER SCHEDULE(1)
--------------------------

NUMBER SQUARE % OF
OF LEASES FEET GLA BASE RENT
YEAR EXPIRING EXPIRING EXPIRING EXPIRING

Vacant ................ NAP 55,626 6.4% NAP
Month-to-Month ........ 10 24,392 2.8% $ 578,940
2005 .................. 1 176 0.0% $ 35,004
2006 .................. 21 90,920 10.5% $ 2,202,048
2007 .................. 10 21,950 2.5% $ 629,448
2008 .................. 21 29,870 3.4% $ 1,305,516
2009 .................. 9 25,916 3.0% $ 746,796
2010 .................. 10 38,864 4.5% $ 1,110,804
2011 .................. 15 40,678 4.7% $ 1,649,028
2012 .................. 15 285,507 32.9% $ 1,478,664
2013 .................. 7 25,163 2.9% $ 743,544
2014 .................. 2 6,403 0.7% $ 275,652
2015 .................. 5 30,969 3.6% $ 787,272
2016 .................. 0 0 0.0% $ 0
2017 .................. 1 882 0.1% $ 140,004
2018 .................. 1 191,671 22.1% $ 678,720
---------------------------------------------------------------------------
TOTAL ................. 128 868,987 100.0% $12,361,440
---------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------
% OF CUMULATIVE CUMULATIVE CUMULATIVE CUMULATIVE %
BASE RENT SQUARE FEET % OF GLA BASE RENT OF BASE RENT
YEAR EXPIRING EXPIRING EXPIRING EXPIRING EXPIRING

Vacant ................ NAP 55,626 6.4% NAP NAP
Month-to-Month ........ 4.7% 80,018 9.2% $ 578,940 4.7%
2005 .................. 0.3% 80,194 9.2% $ 613,944 5.0%
2006 .................. 17.8% 171,114 19.7% $ 2,815,992 22.8%
2007 .................. 5.1% 193,064 22.2% $ 3,445,440 27.9%
2008 .................. 10.6% 222,934 25.7% $ 4,750,956 38.4%
2009 .................. 6.0% 248,850 28.6% $ 5,497,752 44.5%
2010 .................. 9.0% 287,714 33.1% $ 6,608,556 53.5%
2011 .................. 13.3% 328,392 37.8% $ 8,257,584 66.8%
2012 .................. 12.0% 613,899 70.6% $ 9,736,248 78.8%
2013 .................. 6.0% 639,062 73.5% $10,479,792 84.8%
2014 .................. 2.2% 645,465 74.3% $10,755,444 87.0%
2015 .................. 6.4% 676,434 77.8% $11,542,716 93.4%
2016 .................. 0.0% 676,434 77.8% $11,542,716 93.4%
2017 .................. 1.1% 677,316 77.9% $11,682,720 94.5%
2018 .................. 5.5% 868,987 100.0% $12,361,440 100.0%
-----------------------------------------------------------------------------------------------
TOTAL ................. 100.0% 868,987 100.0% $12,361,440 100.0%
-----------------------------------------------------------------------------------------------
</TABLE>

THE MARKET(2). The Glenbrook Square Property is located in Allen County within
Fort Wayne, state of Indiana, which is part of the greater Fort Wayne
metropolitan statistical area (MSA). The MSA encompasses a six-county region,
including the Indiana counties of Adams, Allen, DeKalb, Huntington, Wells, and
Whitley. Allen County comprises the central portion of the MSA, containing the
majority of residents and the city of Fort Wayne, Indiana's second largest city
and county seat. The population in the Fort Wayne PMSA changed from 502,141 to
514,681, resulting in a growth of 2.5% between 2000 and 2004. Major economic
drivers and employment sectors in the area are services, retail trade, finance,
construction and manufacturing. Major employers in the city of Fort Wayne
include General Motors Truck Group (auto), Parkview Health System (healthcare),
Lutheran Health Network (healthcare), Verizon Communications, Inc.,
(telecommunications), Lincoln National Corporation (insurance), Shambaugh &
Sons, Inc. (construction/engineering), Sirva-North American Van Lines
(distribution/logistics), ITT Industries, Inc. (technology), Uniroyal Goodrich
Tire Manufacturing (auto) and General Electric Industrial Systems (industrial).

The appraiser estimated that the primary trade area for the Glenbrook Square
Property spans approximately 40 miles. Within the 40-mile radius, there is an
estimated total population of 758,711 as of 2004. The average household income
of the 40-mile trade area is estimated at $55,919.

Based upon the appraiser's survey of competitive properties in the property's
market, an overall weighted average vacancy rate of approximately 3.5% is
estimated for the region. For in-line shop space, the weighted average vacancy
rate is currently about 5.5%. Excluding the secondary competitors from the
chart, an overall average vacancy level of 1.6% is indicated, with mall shops
at about 4.7%.

---------------------
(1) Information obtained from the Glenbrook Square Borrower's rent roll.
(2) Certain information obtained from a third-party appraisal. The appraisal
relies upon many assumptions, and no representation is made as to the
accuracy of the assumptions underlying the appraisal.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
18

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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

ESCROWS. The following escrow/reserve accounts have been established with
respect to Glenbrook Square Loan:

Tax Reserves Upon the occurrence of and during the continuance of a lockbox
event, monthly escrows equal to one-twelfth of the annual taxes will be
required.

Insurance Reserves Upon the occurrence of and during the continuance of a
lockbox event, monthly escrows equal to one-twelfth of the insurance premiums
will be required. Nothwithstanding the foregoing, insurance reserves are not
required as long as GGP maintains a blanket policy.

Rollover Reserve Upon the occurrence of and during the continuance of a lockbox
event, monthly escrows equal to $35,821.67 will be required, subject to a
maximum of $429,860 at any given time.

Replacement Reserve Upon the occurrence of and during the continuance of a
lockbox event, monthly escrows equal to $18,192.33 will be required, subject to
a maximum of $218,308 at any given time.

PROPERTY MANAGEMENT. The Glenbrook Square Borrower self-manages the Glenbrook
Square Property.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
19

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

HIGHWOODS PORTFOLIO
-------------------

[HIGHWOODS PORTFOLIO PHOTO OMITTED]

----------------------------------------------------------
PROPERTY INFORMATION
----------------------------------------------------------
Number of Mortgaged Real Properties 33
Location (City/State) Various
Property Type Office
Size (Square Feet) 2,008,886
Percentage Occupancy as of Various Occupancy Dates 79.9%
Year Built Various
Year Renovated Various
Appraisal Value $203,030,000
# of Tenants 219
Average Rent Per Square Foot $15.60
Underwritten Occupancy 79.9%
Underwritten Revenues $25,944,840
Underwritten Total Expenses $9,907,785
Underwritten Net Cash Flow (NOI) $16,037,056
Underwritten Net Cash Flow (NCF) $15,398,916

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

---------------------------------------------------------------
MORTGAGE LOAN INFORMATION
---------------------------------------------------------------
Mortgage Loan Seller IXIS
Loan Group 1
Origination Date July 22, 2005
Cut-off Date Principal Balance $160,000,000
Cut-off Date Loan Balance Per SF/Unit $80
Percentage of Initial Mortgage Pool Balance 7.7%
Number of Mortgage Loans 1
Type of Security (fee/leasehold) Fee/Leasehold
Mortgage Rate 4.9590%
Amortization Type Interest Only
IO Period (Months) 60
Original Term to Maturity/ARD (Months) 60
Original Amortization Term (Months) 0
Lockbox Hard
Cut-off Date LTV Ratio 78.8%
LTV Ratio at Maturity or ARD 78.8%
Underwritten DSCR on NOI 1.99x
Underwritten DSCR on NCF 1.91x
---------------------------------------------------------------

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
20

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

[MAP OMITTED]

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
21

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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Highwoods Portfolio Loan") as evidenced by
the promissory note (the "Highwoods Note") is secured by a first priority
trust, encumbering certain fee and leasehold interests in thirty-three office
buildings containing 2,008,886 square feet of space located in Tampa, Florida
and Charlotte, North Carolina (the "Highwoods Portfolio Properties").

The Highwoods Portfolio Loan was originated by IXIS Real Estate Capital Inc.
("IXIS") on July 22, 2005. The Highwoods Portfolio Loan represents
approximately 7.7% of the initial mortgage pool balance and approximately 8.2%
of the initial loan group 1 balance, and has a principal balance as of the
cut-off date of $160,000,000. The Highwoods Portfolio Loan has a remaining term
of 60 months and a scheduled maturity date of August 5, 2010. The Highwoods
Portfolio Loan may be prepaid on or after April 5, 2010, and permits defeasance
with United States government obligations beginning two years after the
creation of the securitization trust.

THE BORROWERS. The borrowers are NC Owner LLC, a Delaware limited liability
company and FLA Owner LLC, a Delaware limited liability company (each
individually and collectively, the "Highwoods Portfolio Borrower") that own no
material assets other than the Highwoods Property and related interests. Each
Highwoods Portfolio Borrower is a single purpose entity, with two independent
non-member managers. Each Highwoods Portfolio Borrower is controlled by Capital
Partners, Inc ("Capital Partners") and their equity partners, GEB--AM, a wholly
owned subsidiary of GE Capital Real Estate, Public Sector Pension Investment
Board and Lehman Brothers Real Estate Partners. The sponsor of the loan,
Capital Partners, is an Orlando-based real estate investment and management
company formed in 1999. Capital Partners' three principals, Jim Heistand, Bill
Evans and Troy Cox are all formerly of Highwoods and have a combined 60 years
of experience in the Florida real estate market. Capital Partners focuses on
building value in under-priced, under-utilized and/or under-managed commercial
properties. It owns, manages and leases over 2.4 million square feet of office
space in the Jacksonville market.

LOCKBOX. The Highwoods Portfolio Loan requires a hard lockbox with in-place
cash management. At origination, the Highwoods Portfolio Borrower was required
to (i) deposit or cause to be deposited all rents and other income from the
Highwoods Portfolio Property and (ii) direct tenants to send their rental
payments to a lockbox account maintained by Bank of America, N. A. Bank of
America, N. A. is required to sweep (on a daily basis) all funds on deposit in
the lockbox account to a cash management account maintained by LaSalle Bank
National Association. The lockbox account, the cash management account and all
subaccounts thereof are subject to the sole dominion, control and discretion of
the lender.

THE PROPERTIES. The portfolio consists of thirty-three office buildings located
in two distinct markets. Thirteen buildings, comprising 722,897 square feet are
located in Tampa, FL and twenty buildings comprising 1,285,989 square feet are
located in Charlotte, NC. The buildings are class A/B+ buildings between 15,000
square feet to 133,259 square feet in size. They were all built between 1971
and 1999 and have been well maintained through ongoing capital improvement
programs. The business parks are surrounded by growth residential areas, retail
and education centers.

The following table presents certain information relating to the major tenants
at the Highwoods Portfolio Properties:

<TABLE>

--------------------------------------------------------------------------------------
TENANT
--------------------------------------------------------------------------------------
PARENT
PROPERTY TENANT NAME COMPANY
------------------------------- --------------------------------- --------------------

St. Paul Building St. Paul Companies/USF&G St. Paul Travelers
Sabal Business Center Seven Amerisourcebergen Corporation
Atrium Corinthian Colleges, Inc.
Sabal Business Center Four Corinthian Colleges, Inc.
4601 Park Square General Electric Company (Dark)
Sabal Park Plaza Nova Southeastern University
Parkway Plaza Building Eight Greenpoint Financial Corp.
Parkway Plaza Building 14 Ikon Office Solutions, Inc.
Sabal Business Center Five Lebhar Friedman, Inc.
Sabal Lake Building Time/Warner Retail Sales & Mar Time Warner, Inc.
Oak Hill Business Park Twin Kraft General Foods, Inc. Kraft Foods, Inc.
Oak Hill Business Park Twin Sunbelt Rentals, Inc.

CREDIT BASE RENT
RATINGS SQUARE PER SQUARE LEASE
PROPERTY (FITCH/MOODY'S) FEET % OF GLA FOOT EXPIRATION
------------------------------- ----------------- --------- ----------- ------------ -----------

St. Paul Building A-/A3 80,559 4.0% $ 15.30 4/30/2008
Sabal Business Center Seven BBB-/Ba2 71,054 3.5% $ 16.44 6/30/2008
Atrium NR/NR 53,990 2.7% $ 18.54 10/31/2008
Sabal Business Center Four NR/NR 49,368 2.5% $ 12.56 5/31/2011
4601 Park Square NR/Aaa 41,790 2.1% $ 16.00 6/30/2009
Sabal Park Plaza NR/NR 41,179 2.0% $ 17.50 1/31/2010
Parkway Plaza Building Eight NR/A2 40,615 2.0% $ 14.50 12/31/2006
Parkway Plaza Building 14 NR/Ba2 40,279 2.0% $ 16.29 11/30/2006
Sabal Business Center Five NR/NR 39,945 2.0% $ 17.31 4/30/2006
Sabal Lake Building BBB+/Baa1 34,151 1.7% $ 18.62 7/31/2010
Oak Hill Business Park Twin BBB+/A3 30,077 1.5% $ 15.80 2/28/2010
Oak Hill Business Park Twin NR/Ba3 29,039 1.4% $ 10.23 8/31/2006
</TABLE>

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
22

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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

The following table presents certain information relating to the major tenants
at the Highwoods Portfolio Properties:

<TABLE>

----------------------------------------------------------------------------------------
YEAR BUILT/
PROPERTY NAME LOCATION RENOVATED SQUARE FEET

4601 Park Square ........................ Charlotte, NC 1971/2000 119,086
Mallard Creek V ......................... Charlotte, NC 1999 117,456
OakHill Business Park Twin Oak .......... Charlotte, NC 1985 96,933
OakHill Business Park Water ............. Charlotte, NC 1985 95,367
Parkway Plaza Building Fourteen ......... Charlotte, NC 1998 91,000
Parkway Plaza Building Three ............ Charlotte, NC 1985/1999 82,421
OakHill Business Park Live Oak .......... Charlotte, NC 1989 81,428
OakHill Business Park Scarlet ........... Charlotte, NC 1981 77,179
Mallard Creek I ......................... Charlotte, NC 1986/2003 67,352
Mallard Creek III ....................... Charlotte, NC 1989 60,895
Pinebrook ............................... Charlotte, NC 1985 60,871
Parkway Plaza Building One .............. Charlotte, NC 1982/1997 57,917
OakHill Business Park English ........... Charlotte, NC 1984 54,865
Parkway Plaza Building Six .............. Charlotte, NC 1996 40,708
Parkway Plaza Building Eight ............ Charlotte, NC 1986/1998 40,615
OakHill Business Park Willow ............ Charlotte, NC 1982 36,824
OakHill Business Park Laurel ............ Charlotte, NC 1983 34,536
Parkway Plaza Building Eleven(1) ........ Charlotte, NC 1999 32,525
Parkway Plaza Building Twelve(1) ........ Charlotte, NC 1998 23,011
Mallard Creek IV ........................ Charlotte, NC 1993 15,000
Atrium .................................. Tampa, FL 1989 133,259
St. Paul Building ....................... Tampa, FL 1988 80,559
Sabal Business Center Seven ............. Tampa, FL 1990 71,054
Sabal Business Center Five .............. Tampa, FL 1988 60,578
Registry Two ............................ Tampa, FL 1987 58,781
Registry One ............................ Tampa, FL 1985 58,319
Sabal Business Center Four .............. Tampa, FL 1984 49,368
Sabal Lake Building ..................... Tampa, FL 1986 44,533
Sabal Park Plaza ........................ Tampa, FL 1987 44,071
Sabal Business Center One ............... Tampa, FL 1982 41,382
Sabal Business Center Two ............... Tampa, FL 1984 33,125
Registry Square ......................... Tampa, FL 1988 26,568
Sabal Business Center Three ............. Tampa, FL 1984 21,300
----------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------
% OF AVG. APPRAISED
PROPERTY NAME SQUARE FEET RENT OCCUPANCY VALUE

4601 Park Square ........................ 5.9% $ 16.38 80.1% $10,780,000
Mallard Creek V ......................... 5.8% $ 18.56 67.0% $14,980,000
OakHill Business Park Twin Oak .......... 4.8% $ 12.80 95.6% $ 9,200,000
OakHill Business Park Water ............. 4.7% $ 16.53 68.4% $ 9,270,000
Parkway Plaza Building Fourteen ......... 4.5% $ 15.56 93.2% $ 8,160,000
Parkway Plaza Building Three ............ 4.1% $ 13.12 68.7% $ 6,920,000
OakHill Business Park Live Oak .......... 4.-% $ 16.99 88.4% $ 8,750,000
OakHill Business Park Scarlet ........... 3.8% $ 7.32 72.1% $ 5,720,000
Mallard Creek I ......................... 3.4% $ 15.63 78.5% $ 7,420,000
Mallard Creek III ....................... 3.0% $ 14.87 36.5% $ 6,180,000
Pinebrook ............................... 3.0% $ 16.83 61.7% $ 5,810,000
Parkway Plaza Building One .............. 2.9% $ 16.07 75.3% $ 5,490,000
OakHill Business Park English ........... 2.7% $ 10.20 35.0% $ 3,790,000
Parkway Plaza Building Six .............. 2.0% $ 16.82 71.6% $ 3,510,000
Parkway Plaza Building Eight ............ 2.0% $ 14.50 100.0% $ 2,600,000
OakHill Business Park Willow ............ 1.8% $ 17.28 81.6% $ 3,870,000
OakHill Business Park Laurel ............ 1.7% $ 15.75 51.0% $ 3,130,000
Parkway Plaza Building Eleven(1) ........ 1.6% 35.0%
Parkway Plaza Building Twelve(1) ........ 1.1% 26.3%
Mallard Creek IV ........................ 0.7% $ 15.96 100.0% $ 1,750,000
Atrium .................................. 6.6% $ 19.12 94.1% $16,750,000
St. Paul Building ....................... 4.0% $ 15.30 100.0% $10,750,000
Sabal Business Center Seven ............. 3.5% $ 16.44 100.0% $ 8,000,000
Sabal Business Center Five .............. 3.0% $ 18.06 100.0% $ 7,900,000
Registry Two ............................ 2.9% $ 18.28 83.7% $ 6,550,000
Registry One ............................ 2.9% $ 18.84 89.6% $ 6,800,000
Sabal Business Center Four .............. 2.5% $ 12.56 100.0% $ 5,900,000
Sabal Lake Building ..................... 2.2% $ 18.48 100.0% $ 4,800,000
Sabal Park Plaza ........................ 2.2% $ 17.29 100.0% $ 5,750,000
Sabal Business Center One ............... 2.1% $ 10.55 79.9% $ 4,200,000
Sabal Business Center Two ............... 1.6% $ 10.30 85.4% $ 3,400,000
Registry Square ......................... 1.3% $ 15.73 72.1% $ 2,450,000
Sabal Business Center Three ............. 1.1% $ 15.45 100.0% $ 2,450,000
------------------------------------------------------------------------------------------------
</TABLE>

---------------------
(1) Properties have $0 allocated loan balances and the cashflow, rent and
values have been excluded from the table.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
23

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

The following table presents certain information relating to the lease rollover
schedule at the Highwoods Properties:

<TABLE>

--------------------------------------------------------------------------------
LEASE ROLLOVER SCHEDULE(1),(2)
------------------------------

NUMBER SQUARE % OF
OF LEASES FEET GLA BASE RENT
YEAR EXPIRING EXPIRING EXPIRING EXPIRING

Vacant ................ NAP 403,577 20.1% NAP
Month-to-Month ........ 0 0 0.0% $ 0
2005 .................. 17 99,269 4.9% $ 1,135,664
2006 .................. 42 292,492 14.6% $ 4,491,808
2007 .................. 38 156,239 7.8% $ 2,561,333
2008 .................. 40 376,687 18.8% $ 6,089,628
2009 .................. 35 275,829 13.7% $ 4,448,289
2010 .................. 26 296,059 14.7% $ 5,087,233
2011 .................. 3 61,486 3.1% $ 778,135
2012 .................. 4 23,852 1.2% $ 442,961
2013 .................. 0 0 0.0% $ 0
2014 .................. 0 0 0.0% $ 0
2015 .................. 0 0 0.0% $ 0
Thereafter ............ 14 23,396 1.2% $ 0
--------------------------------------------------------------------------------
TOTAL ................. 219 2,008,886 100.0% $25,035,052
--------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------
% OF CUMULATIVE CUMULATIVE CUMULATIVE CUMULATIVE %
BASE RENT SQUARE FEET % OF GLA BASE RENT OF BASE RENT
YEAR EXPIRING EXPIRING EXPIRING EXPIRING EXPIRING

Vacant ................ NAP 403,577 20.1% NAP NAP
Month-to-Month ........ 0.0% 403,577 20.1% $ 0 0.0%
2005 .................. 4.5% 502,846 25.0% $ 1,135,664 4.5%
2006 .................. 17.9% 795,338 39.6% $ 5,627,472 22.5%
2007 .................. 10.2% 951,577 47.4% $ 8,188,805 32.7%
2008 .................. 24.3% 1,328,264 66.1% $14,278,433 57.0%
2009 .................. 17.8% 1,604,093 79.8% $18,726,723 74.8%
2010 .................. 20.3% 1,900,152 94.6% $23,813,956 95.1%
2011 .................. 3.1% 1,961,638 97.6% $24,592,091 98.2%
2012 .................. 1.8% 1,985,490 98.8% $25,035,052 100.0%
2013 .................. 0.0% 1,985,490 98.8% $25,035,052 100.0%
2014 .................. 0.0% 1,985,490 98.8% $25,035,052 100.0%
2015 .................. 0.0% 1,985,490 98.8% $25,035,052 100.0%
Thereafter ............ 0.0% 2,008,886 100.0% $25,035,052 100.0%
---------------------------------------------------------------------------------------------
TOTAL ................. 100.0% 2,008,886 100.0% $25,035,052 100.0%
---------------------------------------------------------------------------------------------
</TABLE>

THE MARKET(3). The Highwoods Portfolio Properties are located in two distinct
markets: Tampa, Florida and Charlotte, North Carolina.

The Tampa metropolitan statistical area (MSA) is comprised of approximately 2.5
million people and population growth has registered 1.4% per year between 1990
and 2005. The Tampa Bay metropolitan area has an average employment growth rate
of 12.1% over the past 5 year period, with office inventory growth of 7.7% over
the same period. The resulting difference is a positive 4.4%, which is higher
than the 10 largest markets in the United States. The Tampa properties are
located in the I-75 Corridor submarket, a major East Hillsborough suburban
office market which extends from Pasco County to the north through the city of
Brandon to the east, to the town of Rushkin to the south and west to the Tampa
CBD.

All of the Tampa properties are located within Sabal Park, a 1000+ acre
mixed-used development located on Interstate 75, approximately, 6.5 miles east
of downtown Tampa. Currently, Sabal Park has over four million square feet of
existing space, with two million square feet of office space and a mix of
office/service center, hotel, warehouse, and light industrial comprises the
remaining space. The Sabal Park area is located between the employment center
and port area of the city of Tampa to the west and the county's leading
residential growth area of Brandon to the east and south.

The Charlotte MSA is comprised of 1.5 million people and the city of Charlotte
is ranked as the 26th largest in the Unites States with over 614,330 residents.
The population of the Charlotte metropolitan region expanded by 74% over the
past 20 years and by 25.5% throughout the 1990's. Approximately 56% of the U.S.
population is within a 650-mile radius of Charlotte, an area accessible by
24-hour truck delivery or two-hour flight. Charlotte serves as the corporate
headquarters for two of the nation's largest banks, and ranks second only to
New York City as the country's leading financial center with $1.11 trillion in
banking assets.

The Charlotte buildings are located in three distinct sub-markets: I-77
Corridor, Park Road and Northeast/University. The I-77 Corridor submarket
contains 15 buildings with 906,200 square feet, the Park Road submarket
contains one building with 119,086 square feet and the University submarket
contains four buildings with 260,703 square feet. This totals 1,285,989 square
feet across the Charlotte portion of the portfolio.

The I-77 Corridor is the largest suburban office submarket in Charlotte and is
second only in size to downtown when comparing all submarkets in the city. The
market has over 5.95 million square feet of multi-tenant office space
representing 18.5% of the overall Charlotte office market. The area has

---------------------
(1) Information obtained from borrowers rent roll.
(2) The calculation of base rent expiring, % of base rent expiring, cumulative
base rent expiring and cumulative % of base rent expiring excludes base
rent from Parkway Plaza Building 11 and Parkway Plaza Building Twelve.
(3) Certain information obtained from a third-party appraisal. The appraisal
relies upon many assumptions, and no representation is made as to the
accuracy of the assumptions underlying the appraisal.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
24

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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

a well-diversified economy and extensive tenant base. Major relocations to the
area include Microsoft's East Coast Operations Centers (350,000 square feet),
Time Warner Cable (100,000 square feet) and Equifirst (200,000 square feet).
The submarket also includes Fortune 500 companies like USA Today, Kraft Foods,
Hormel Foods, Blue Cross, and Martin Marietta. The submarket has historically
attracted tenants needing convenient access to Charlotte Douglas International
Airport.

The Park Road submarket is the 9th largest submarket in Charlotte with 737,000
square feet. The submarket is adjacent to the SouthPark submarket. In the 4th
quarter 2004 the vacancy rate was 13.0% and average rents of $16.84/square
foot. 119,086 square feet of office space within the Highwoods portfolio is
located within the Park Road submarket, which is 5.9% of the total portfolio
space.

The Northeast/University submarket of Charlotte is the fastest growing corridor
of the city, anchored by the University of North Carolina at Charlotte. The
submarket and the business park (Mallard Creek) offer an excellent location
between both I-85 and I-77 which in fact enables it to lure tenants from the
Northern submarket broadening its potential tenant base. The park caters well
to smaller users seeking a professional office environment yet typically
needing space below 10,000 square feet in size. This offers convenient space
for the numerous supporting businesses of the large corporate users in the
area.

ESCROWS. The following escrow/reserve accounts have been established with
respect to the Highwoods Portfolio Property:

----------------------------------------------------------
ESCROWS / RESERVES
------------------

TYPE: INITIAL MONTHLY
Taxes ........................ $1,147,439 $229,488
Insurance .................... $ 121,400 $ 0
Immediate Repairs ............ $1,641,515 $ 0
Capital Expenditures ......... $4,758,485 $ 33,481
Rollover Reserve ............. $9,112,000 $137,500
----------------------------------------------------------

Capital Expenditures Monthly Reserves: Commencing on the payment date occuring
in July, 2008. The monthly reserve is equal to 1/12th the product of $0.20 and
the aggregate rentable square feet.

Rollover Reserve: Commencing on the later to occur of the July 2008 payment
date or when subaccount is less than $1,650,000.

Ground Rent Reserve: On or prior to each monthly payment date, the Highwoods
Portfolio Loan Borrower will fund into the ground reserve the aggregate rent,
additional rent, and other sums payable under the ground lease.

ADDITIONAL DEBT. In addition to the first mortgage collateral, the $40MM loan
is secured by a guaranty of an affiliate of borrower which guaranty is secured
by an upper tier pledge of 100% of the indirect equity interests in borrower as
well as 100% of the cash flow distributions (after debt service) received from
the properties securing the subject transaction.

RELEASE PROVISIONS. At any time after two (2) years from the closing date
certain parcels may be (a) sold provided after giving effect to such release
the Underwritten Debt Service Coverage Ratio shall not be less than 1.45:1 and
the release price shall be 120% of the allocated loan amount for such property
or (b) recapitalized provided the release price shall be the greater of (i)
120% of the allocated loan amount and (ii) the appraised fair market value for
such property and provided further that the Highwoods Portfolio Borrower shall
make a partial defeasance of principal in an amount equal to the release price
for such property.

SUBSTITUTION PROVISIONS. Prior to the occurrence of the related maturity date
and provided that no event of default shall have occurred and be continuing, a
Highwoods Borrower may obtain a release of the lien of the mortgage encumbering
an individual property (a "Substituted Property") by substituting therefor
another office property of like kind and quality acquired by such Highwoods
Borrower (individually, a "Substitute Property" and collectively, the
"Substitute Properties"), provided that the following conditions precedent
among others are satisfied: (i) the fair market value of the Substitute
Property is not less than the fair market value of the Substituted Property as
of the date immediately preceding the substitution; (ii) after giving effect to
the substitution, the underwritten debt service coverage ratio for the
Highwoods Properties (excluding the Substituted Property and including the
Substituted Property) is not less than the underwritten debt service coverage
ratio for the Highwoods Properties as of the date hereof and as of the date
immediately preceding the substitution; and (iii) no event of default shall
have occurred and be continuing.

SEVERANCE PROVISIONS. After September 5, 2006, the lender under the Highwoods
Portfolio Loan is not permitted to unreasonably withhold its consent to not
more than one (1) sale on a Payment Date of such portion of the Highwoods
Properties as shall be designated by the Highwoods Borrower (the

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
25

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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

"Severed Properties") to a buyer, and the Highwoods Borrower may obtain a
release of the Severed Properties from the lien of the mortgage to permit the
sale of the Severed Properties to such buyer and an assumption by such Buyer of
a portion of the Highwoods Loan (the "Severed Loan"), upon satisfaction of
certain conditions, including, without limitation, that: (i) the sale of the
Severed Properties is pursuant to an armslength agreement with an independent
party (only in connection with a transaction that is not a recapitalization);
(ii) no default or event of default shall have occurred and be continuing;
(iii) the lender will have the right to approve or disapprove the proposed
buyer in its reasonable discretion; (iv) after giving effect to the severance
transaction, the underwritten debt service coverage ratio of each of the
Severed Loan and the Highwoods Portfolio Loan, as modified, shall be either (a)
not less than 1.60:1 or (b) not less than both the underwritten debt service
coverage ratio on the date hereof and immediately prior to the severance
transaction; (v) the gross purchase price for the Severed Properties shall be
not less than the product of (a) the sum of the allocated loan amounts of all
such Severed Properties and (b) 1.25; and(vi) after giving effect to the
severance transaction, the outstanding principal balance of (a) the Highwoods
Portfolio Loan, as modified, and (b) the Severed Loan, shall not be less than
30% of the outstanding principal balance of the Highwoods Loan immediately
prior to the severance transaction.

PROPERTY MANAGEMENT. The Highwoods Portfolio Property is managed by Capital
Partners pursuant to a property management agreement. The property manager is
entitled to a management fee generally equal to 3% of the gross rental receipts
for the Highwoods Portfolio Property, plus certain incentive fees. The property
manager's rights pursuant to the property management agreement have been
subordinated to all liens and security interests created or to be created for
the benefit of the lender in connection with the Highwoods Portfolio Loan.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
26

[THIS PAGE INTENTIONALLY LEFT BLANK.]

MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

FINANCIAL SQUARE
----------------

[FINANCIAL SQUARE PHOTO OMITTED]

--------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------
Number of Mortgaged Real Properties 1
Location (City/State) New York, NY
Property Type Office
Size (Square Feet) 1,030,531
Percentage Occupancy as of June 6, 2005 86.0%
Year Built 1987
Year Renovated NAP
Appraisal Value $253,000,000
# of Tenants 15
Average Rent Per Square Foot $26.03
Underwritten Occupancy 86.0%
Underwritten Revenues $40,776,176
Underwritten Total Expenses $20,629,351
Underwritten Net Cash Flow (NOI) $20,146,825
Underwritten Net Cash Flow (NCF) $18,033,965

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

--------------------------------------------------------------
MORTGAGE LOAN INFORMATION
--------------------------------------------------------------
Mortgage Loan Seller MLML
Loan Group 1
Origination Date June 7, 2005
Cut-off Date Principal Balance $130,000,000
Cut-off Date Loan Balance Per SF/Unit $126
Percentage of Initial Mortgage Pool Balance 6.3%
Number of Mortgage Loans 1
Type of Security (fee/leasehold) Fee
Mortgage Rate 4.8060%
Amortization Type Interest Only
IO Period (Months) 84
Original Term to Maturity/ARD (Months) 84
Original Amortization Term (Months) 0
Lockbox Hard
Cut-off Date LTV Ratio 51.4%
LTV Ratio at Maturity or ARD 51.4%
Underwritten DSCR on NOI 3.18x
Underwritten DSCR on NCF 2.85x
Shadow Rating (DBRS/Fitch/Moody's) A/A+/Baa1(1)
--------------------------------------------------------------

(1) It has been confirmed by DBRS, Fitch and Moody's, in accordance with their
respective methodologies that the Financial Square mortgage loan has credit
characteristics consistent with a A, A+ and Baa1 rated investment grade
obligation, respectively.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
27

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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

[MAP OMITTED]

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
28

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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Financial Square Loan") is evidenced by a
single promissory note secured by a first mortgage encumbering an office
building (the "Financial Square Property") located in New York, New York. The
Financial Square Loan represents approximately 6.3% of the initial mortgage
pool balance and approximately 6.6% of the initial loan group 1 balance.

The Financial Square Loan was originated on June 7, 2005, and has a principal
balance as of the cut-off date of $130,000,000. The Financial Square Loan has a
remaining term of 83 months and a scheduled maturity date of July 1, 2012. The
Financial Square Loan may be prepaid on or after January 1, 2012, and permits
defeasance with United States government obligations beginning two years after
the creation of the securitization trust.

THE BORROWER. The borrowing entity, FSQR, L.P. ("The Financial Square
Borrower"), is a newly formed single purpose limited partnership owned and
controlled directly or indirectly by Paramount Group Real Estate Fund II, L.P.,
which is controlled by Paramount Group, Inc. Paramount Group, Inc. is a
privately owned real estate, acquisition, redevelopment and management firm
based in New York City. It owns and manages office buildings in Manhattan
totaling 8.3 million square feet. Paramount Group, Inc. was founded in 1968 in
Chicago and relocated to New York in 1976. The company is part of a
multi-billion dollar international group of companies, founded by Werner Otto,
comprising real estate, mail order and retail marketing and including such
names as Otto Versand, ECE Projektmanagement and Park Property Management.
Paramount Group, Inc. provides a full range of asset management and property
management services including on-site property management, leasing and
marketing, financing, construction management, long-term asset management, and
financial reporting.

LOCKBOX. The Financial Square loan requires a "Hard Lockbox with Springing Cash
Management". At origination, the Financial Square Borrower was required to
establish a lockbox account, requiring the Financial Square Borrower to direct
the tenants to pay their rents directly to the lockbox account. Each business
day, all funds in the lockbox account are transferred to a cash management
account. Upon the occurrence of and during continuance of a "trigger event,"
funds in the cash management account are applied to (a) if the trigger event is
an event of default, to fund a tax and insurance reserve account, (b) pay
monthly debt service, (c) fund a rollover reserve account as required under the
loan documents, (d) fund a replacement reserve account as required under the
loan documents, and lastly, (e) unless the trigger event is an event of default
under the mortgage loan, pay any excess amount to the Financial Square
Borrower. A "trigger event" shall occur upon (i) an event of default under the
loan documents or (ii) DSCR dropping below 1.20x. If a trigger event is caused
by a DSCR less than 1.20x, it will be deemed cured in the event a DSCR of 1.30x
is achieved as determined by Lender from Borrower's quarterly financial
reports. DSCR shall be defined as the ratio of NOI divided by actual annual
debt service due on the Financial Square Loan. NOI shall be calculated on a
trailing 12 month basis for the purposes of determining whether a "trigger
event" has occurred but on an annualized trailing 3 month period for the
purposes of determining whether a "trigger event" has been cured.

THE PROPERTY. The Financial Square Property consists of a fee simple interest
in a 36-story multi-tenant class A office building with 1,030,531 square feet
of net rentable area on a 42,176 square foot parcel of land. The Financial
Square Property is located at 32 Old Slip, New York, NY, and occupies the
entire block bounded by Front Street, Gouverneur Lane, Old Slip and South
Street. The building was constructed in 1987. The Financial Square Property
contains a private, 108-space, multi-level parking garage beneath the building
exclusively for tenant use.

The following table presents certain information relating to the major tenants
at the Financial Square Property:

<TABLE>

--------------------------------------------------------------------------------
TENANT(1)
---------

TENANT NAME PARENT COMPANY CREDIT RATINGS(2)
(FITCH/MOODY'S)

Goldman, Sachs & Co. .. The Goldman Sachs Group, Inc. AA-/Aa3
Goldman, Sachs & Co. .. The Goldman Sachs Group, Inc. AA-/Aa3
Daiwa Securities ...... Daiwa Securities Group, Inc. BBB+/Baa3
T.D. Waterhouse(3)..... Toronto-Dominion Bank NR/Aa3
Frank Crystal & Co.(4). N/A NR/NR
The Bank of New York .. Bank of New York Company, Inc. AA-/Aa3
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
BASE RENT LEASE
TENANT NAME SQUARE FEET % OF GLA PER SQUARE FOOT EXPIRATION

Goldman, Sachs & Co. ... 162,838 15.8% $ 33.40 10/15/2010
Goldman, Sachs & Co. ... 75,600 7.3% $ 28.61 8/14/2012
Daiwa Securities ....... 147,016 14.3% $ 27.30 8/31/2010
T.D. Waterhouse(3) ..... 135,066 13.1% $ 36.44 2/28/2021
Frank Crystal & Co.(4).. 71,084 6.9% $ 26.16 9/30/2019
The Bank of New York ... 66,472 6.5% $ 32.00 1/13/2009
--------------------------------------------------------------------------------
</TABLE>

---------------------
(1) Information obtained from the Financial Square Borrower's rent roll except
credit ratings.
(2) Credit ratings are of the parent company, whether or not the parent
guarantees the lease.
(3) Tenant will begin occupancy in July 2006.
(4) Tenant has free rent until April 1, 2006.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
29

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

The following table presents certain information relating to the lease rollover
schedule at the Financial Square Property:

<TABLE>

--------------------------------------------------------------------------------
LEASE ROLLOVER SCHEDULE(1),(2)
------------------------------

NUMBER SQUARE % OF
OF LEASES FEET GLA BASE RENT
YEAR EXPIRING EXPIRING EXPIRING EXPIRING

Vacant ................ NAP 144,746 14.0% NAP
Month-to-Month ........ 2 300 0.0% $ 8,910
2005 .................. 0 0 0.0% $ 0
2006 .................. 1 21,600 2.1% $ 1,036,800
2007 .................. 2 17,819 1.7% $ 423,651
2008 .................. 2 89,207 8.7% $ 2,578,816
2009 .................. 1 66,472 6.5% $ 2,127,104
2010 .................. 2 309,854 30.1% $ 9,452,702
2011 .................. 0 0 0.0% $ 0
2012 .................. 2 90,796 8.8% $ 2,497,012
2013 .................. 0 0 0.0% $ 0
2014 .................. 1 17,791 1.7% $ 569,312
2015 .................. 0 0 0.0% $ 0
Thereafter ............ 3 271,946 26.4% $ 4,359,805
------------------------ -- --------- ----- -----------
TOTAL ................. 16 1,030,531 100.0% $23,054,112
--------------------------------------------------------------------------------

Vacant ................ NAP 144,746 14.0% NAP NAP
Month-to-Month ........ 0.0% 145,046 14.1% $ 8,910 0.0%
2005 .................. 0.0% 145,046 14.1% $ 8,910 0.0%
2006 .................. 4.5% 166,646 16.2% $ 1,045,710 4.5%
2007 .................. 1.8% 184.465 17.9% $ 1,469,361 6.4%
2008 .................. 11.2% 273,672 26.6% $ 4,048,177 17.6%
2009 .................. 9.2% 340,144 33.0% $ 6,175,281 26.8%
2010 .................. 41.0% 649,998 63.1% $15,627,983 67.8%
2011 .................. 0.0% 649,998 63.1% $15,627,983 67.8%
2012 .................. 10.8% 740,794 71.9% $18,124,995 78.6%
2013 .................. 0.0% 740,794 71.9% $18,124,995 78.6%
2014 .................. 2.5% 758,585 73.6% $18,694,307 81.1%
2015 .................. 0.0% 758,585 73.6% $18,694,307 81.1%
Thereafter ............ 18.9% 1,030,531 100.0% $23,054,112 100.0%
-----------------------------------------------------------------------------------------------
TOTAL ................. 100.0% 1,030,531 100.0% $23,054,112 100.0%
-----------------------------------------------------------------------------------------------
</TABLE>

THE MARKET(3). The Financial Square Property is located in the downtown
financial east office submarket, which has an estimated Class A inventory of
23,615,392 square feet. The direct weighted average rent for similar properties
is $37.17 per square foot. The Financial East Submarket as of the first quarter
of 2005, has a direct vacancy rate of 9.9%.

ESCROWS. The following escrow/reserve accounts have been established with
respect to the Financial Square Loan:

--------------------------------------------------------
ESCROWS / RESERVES
------------------
TYPE: INITIAL MONTHLY

Replacement Reserve ......... $ 0 $17,176
Free Rent Reserve ........... $3,325,000 $ 0
TI/LC Reserve ............... $4,306,729 $ 0
--------------------------------------------------------

Taxes and Insurance: Springing on an event of default.

Replacement Reserve: A replacement reserve of $0.20 per-square-foot per annum
(up to a cap of $200,000) will be funded monthly into the Replacement Reserve
Account. Amounts on deposit in the Replacement Reserve Account will be
available to the Financial Square Borrower for reimbursement of capital
expenditures incurred.

Free Rent Reserve: At closing, the Financial Square Borrower deposited into a
reserve account (the "Free Rent Reserve Account") an amount equal to $3,325,000
for the TD Waterhouse and Frank Crystal leases, which amount shall be reduced
monthly on a straight line basis.

Rollover Reserves: No ongoing Rollover Reserve shall be required unless the
Financial Square Borrower fails to receive notice that Goldman Sachs and/or
Daiwa have renewed their leases on terms comparable to the existing leases by
the earlier to occur of the notice date under the applicable lease or 18 months
prior to the lease termination date (the "Rollover Reserve Start Date").
Commencing on the Rollover Reserve Start Date, if any, the Financial Square
Borrower shall be required to deposit on a monthly basis $180,000 up to a
maximum of $3,240,000 if Goldman Sachs has not renewed and $163,000 up to a
maximum of $2,934,000 if Daiwa has not renewed into a reserve account (the
"Rollover Reserve Account"). Amounts on deposit in the Rollover Reserve Account
will be available to the Financial Square Borrower for reimbursement of actual
costs of tenant improvements and leasing commissions related to the re-leasing
of the Goldman Sachs and Daiwa space.

Landlord TI/LC Reserve: At closing the Financial Square Borrower escrowed
$4,306,729 for certain unfunded tenant improvements and leasing commissions.

---------------------
(1) Information obtained from the Financial Square Borrower's rent roll.
(2) TD Waterhouse will begin occupancy in July 2006.
(3) Certain information obtained from a third-party appraisal. The
appraisal relies upon many assumptions, and no representation is made
as to the accuracy of the assumptions underlying the appraisal.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
30

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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

ADDITIONAL DEBT. Up to $10,000,000 in mezzanine financing may be permitted in
the future, to be secured by partnership interests in the Financial Square
Borrower. Subordinate debt will be subject to a maximum loan-to-value of 60%
and a debt service coverage ratio of no less than 1.20x.

PROPERTY MANAGEMENT. The property manager for the Financial Square Property is
the Paramount Group, Inc., which is an affiliate of the Financial Square
Borrower, L.P. Established in 1968, Paramount Group Inc.'s asset management
skills include leasing, finance, and both acquisition and disposition. The
company currently owns and manages ten office buildings in Manhattan, totaling
8.3 million square feet. Cushman and Wakefield has been retained for the
leasing of the existing vacant space which totals approximately 145,000 square
feet.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
31

[THIS PAGE INTENTIONALLY LEFT BLANK.]

MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

THE WESTCHESTER
---------------

[THE WESTCHESTER PHOTO OMITTED]

-------------------------------------------------------------
PROPERTY INFORMATION
-------------------------------------------------------------
Number of Mortgaged Real Properties 1
Location (City/State) White Plains, NY
Property Type Anchored Retail
Size (Square Feet) 831,841
Percentage Occupancy as of May 19, 2005 97.0%
Year Built 1995
Year Renovated NAP
Appraisal Value $700,000,000
# of Tenants 140
Average Rent Per Square Foot $32.46
Underwritten Occupancy 95.0%(1)
Underwritten Revenues $54,731,010
Underwritten Total Expenses $17,228,319
Underwritten Net Cash Flow (NOI) $37,502,691
Underwritten Net Cash Flow (NCF) $36,436,269

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

---------------------------------------------------------------
MORTGAGE LOAN INFORMATION
---------------------------------------------------------------
Mortgage Loan Seller MLML
Loan Group 1
Origination Date June 1, 2005
Cut-off Date Principal Balance $100,000,000
Cut-off Date Loan Balance Per SF $120
Percentage of Initial Mortgage Pool Balance 4.8%
Number of Mortgage Loans 1
Type of Security (fee/leasehold) Fee/Leasehold
Mortgage Rate 4.6901%
Amortization Type Interest Only
IO Period (Months) 60
Original Term to Maturity/ARD (Months) 60
Original Amortization Term (Months) 0
Lockbox Hard
Cut-off Date LTV Ratio 42.9%(2),(3)
LTV Ratio at Maturity or ARD 42.9%(2),(4)
Underwritten DSCR on NOI 2.63x(2),(5)
Underwritten DSCR on NCF 2.55x(2),(6)
Shadow Rating (DBRS/Fitch/Moody's) A(high)/A+/A3(7)
---------------------------------------------------------------

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

(1) Represents in-line occupancy only. The anchors, Nordstrom and Neiman Marcus,
were underwritten at 100% occupancy given their respective credit rating.
(2) Based on the aggregate principal balance of the Westchester mortgage loan
and the ($200,000,000) Westchester pari passu non-trust loan evidencing the
Westchester loan combination, but excluding the related $60 million, $50
million and $90 million subordinate non-trust loans.
(3) If the subordinate non-trust loans had been included in the calculation, the
resulting Cut-off Date LTV Ratio would have been 71.4%.
(4) If the subordinate non-trust loans had been included in the calculation, the
resulting LTV Ratio at maturity or ARD would have been 71.4%.
(5) If the subordinate non-trust loans had been included in the calculation, the
resulting Underwritten DSCR on NOI would have been 1.52x.
(6) If the subordinate non-trust loans had been included in the calculation, the
resulting Underwritten DSCR on NCF would have been 1.48x.
(7) It has been confirmed by DBRS, Fitch and Moody's in accordance with their
respective methodologies that The Westchester mortgage loan has credit
characteristics consistent with an A(high), A+ and A3 rated investment grade
obligation, respectively.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
32

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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

[MAP OMITTED]

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
33

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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan ("The Westchester Loan") is evidenced by one (1) of
multiple promissory notes secured by a first mortgage encumbering a class A
regional mall located in White Plains, New York (" The Westchester Property").
The Westchester Loan has a principal balance of $100,000,000 as of the cut-off
date and represents approximately 4.8% of the initial mortgage pool balance and
approximately 5.1% of the initial loan group 1 balance and is shadow-rated
A(high), A+ and A3, by DBRS, Fitch and Moody's respectively. The Westchester
Loan was originated on June 1, 2005, and has a remaining term of 58 months to
its maturity date of June 1, 2010. The Westchester Loan provides for 58 months
of interest only payments during its remaining loan term. The Westchester Loan
may be prepaid on or after September 1, 2009 and permits defeasance with United
States government obligations beginning two years after the creation of the
securitization trust.

One of the multiple promissory notes, which has a principal balance of
$200,000,000 as of the cut-off date, is pari passu in right of payment and in
other respects to The Westchester Loan and has the same interest rate, maturity
date and amortization term as The Westchester Loan and is held outside the
trust. The other notes (which fall into three (3) tiers of priority -- a "B
note" tier, a "C note" tier and a "D note" tier, which have principal balances
of $60,000,000, $50,000,000 and $90,000,000, respectively, as of the cut-off
date) are subordinate in right of payment and in other respects to The
Westchester Loan and The Westchester pari passu non-trust loan.

THE BORROWER. The borrower, Westchester Mall, LLC ("The Westchester Borrower"),
a Delaware limited liability company, is a single purpose entity and controlled
indirectly by Simon Property Group, L.P. (NYSE: "SPG") (rated "BBB" by Fitch
and "Baa2" by Moody's), which has an indirect 40% ownership interest in The
Westchester Borrower. Institutional Mall Investors, LLC ("IMI") also has an
indirect 40% ownership interest in The Westchester Borrower. California Public
Employees' Retirement System ("CalPERS") has approximately 99% ownership
interest in IMI.

SPG is an Indianapolis-based real estate investment trust primarily engaged in
the ownership, operation, leasing, management, acquisition, expansion and
development of primarily regional malls and community shopping centers. SPG is
the largest publicly traded retail real estate company in North America with a
total equity market capitalization of approximately $14 billion as of April 23,
2005. As of December 31, 2004, SPG owned or held an interest in 296
income-producing properties in the United States, which consisted of 171
regional malls, 71 community shopping centers, 31 premium outlet centers and 23
other properties in 40 states and Puerto Rico. In addition, SPG also own
interests in twelve parcels of land held in the United States for future
development and have ownership interests in 51 European shopping centers
(located in France, Italy, Poland and Portugal); five premium outlet centers in
Japan; one premium outlet center in Mexico; and one shopping center in Canada.
For the year ended December 31, 2004, SPG had total revenues of $2.7 billion
and net income of $449.9 million.

CalPERS provides retirement and health benefits to more than 1.4 million public
employees, retirees, and their families and more than 2,500 employers. With
$184.6 billion in assets under management, CalPERS is one of the world's
largest financial services organizations. As of February 28, 2005, CalPERS'
total real estate investments have an estimated value of $11.4 billion.

LOCKBOX. The Westchester Loan requires a "Hard Lockbox with Springing Cash
Management". The Westchester Borrower is required to instruct all tenants to
make their monthly rental payments directly into a bank account acceptable to
and for the benefit of the lender (the "Lockbox Account"). The lender will
receive a first priority pledge of the Lockbox Account as additional security
for The Westchester Loan. All sums deposited in the Lockbox Account is
transferred to the Westchester Borrower on each business day. Cash management
is triggered upon the occurrence of either of the following events (each a
"Cash Management Trigger Event") (i) an event of default under the loan
documents or (ii) net operating income for the trailing four calendar quarters
as of the end of any two consecutive calendar quarters have decreased to less
than $27,101,250.00 (an "NOI Trigger Event"). Following a Cash Management
Trigger Event, all amounts on deposit in the Lockbox Account will be
transferred on a weekly basis to a lender-controlled account (the "Cash
Management Account") and will be disbursed by the lender in accordance with the
payment priorities set forth in the related mortgage loan documents. A Cash
Management Trigger Event due to an NOI Trigger Event will be terminated: (i) if
the net operating income from The Westchester Property certified by The
Westchester Borrower in its quarterly financial statements is such that the net
operating income for the trailing four calendar quarters as of the end of any
two consecutive calendar quarters have increased to an amount equal to or
greater than $27,101,250.00, or (ii) if The Westchester Loan is paid in full or
defeased in accordance with the loan documents.

THE PROPERTY. Constructed in 1995, The Westchester Property is a three-story
upscale regional mall with approximately 831,000 square feet of net rentable
space located in White Plains, Westchester County, New York. The Westchester
Property is anchored by Nordstrom and Neiman Marcus. Major tenants include
Crate & Barrel, Brooks Brothers, Restoration Hardware, Fye, Victoria's Secret,
Pottery Barn, Banana Republic, Abercrombie & Fitch and Anthropologie.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
34

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

The following table presents certain information relating to the major tenants
at The Westchester Property.

<TABLE>

---------------------------------------------------------------------------------------------------------------------------------
TENANT INFORMATION(1)
---------------------

CREDIT RATINGS SQUARE % OF BASE RENT LEASE
TENANT NAME PARENT COMPANY (FITCH/MOODY'S)(2) FEET GLA PER SQUARE FOOT EXPIRATION

Nordstrom(3) ............. Nordstrom, Inc. A-/Baa1 206,197 24.8% NAP 3/31/ 2035
Neiman Marcus ............ The Neiman Marcus Group, Inc. NR/Baa2 143,196 17.2% $ 6.54 1/21/2017
Crate & Barrel ........... Euromarket Designs Inc. NR/NR 32,591 3.9% $ 27.00 1/31/2011
Brooks Brothers .......... Retail Brand Alliance, Inc. NR/NR 12,363 1.5% $ 48.81 3/31/ 2010
Restoration Hardware ..... Restoration Hardware, Inc. NR/NR 10,500 1.3% $ 33.00 8/31/2010
Victoria's Secret ........ Limited Brands, Inc. NR/Baa2 10,000 1.2% $ 55.00 1/31/2015
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The following table presents certain information relating to the lease rollover
schedule at The Westchester Property.

<TABLE>

--------------------------------------------------------------------------------
LEASE ROLLOVER SCHEDULE(4)
--------------------------

NUMBER SQUARE % OF
OF LEASES FEET GLA BASE RENT
YEAR EXPIRING EXPIRING EXPIRING EXPIRING

Vacant ............ NAP 15,019 1.8% NAP
Month-to-Month..... 0 0 0.0% $ 0
2005 .............. 8 10,026 1.2% $ 739,321
2006 .............. 12 20,742 2.5% $ 1,448,886
2007 .............. 14 77,418 9.3% $ 3,683,234
2008 .............. 9 30,990 3.7% $ 1,369,449
2009 .............. 4 10,429 1.3% $ 494,250
2010 .............. 19 75,763 9.1% $ 3,798,822
2011 .............. 12 68,776 8.3% $ 2,812,186
2012 .............. 8 27,225 3.3% $ 1,367,686
2013 .............. 6 14,055 1.7% $ 931,029
2014 .............. 8 15,983 1.9% $ 974,595
2015 .............. 33 93,625 11.3% $ 6,536,481
2016 .............. 7 15,097 1.8% $ 1,139,443
2017 .............. 1 143,196 17.2% $ 936,504
Thereafter ........ 2 213,497 25.7% $ 284,700
--------------------------------------------------------------------------------
TOTAL ............. 143 831,841 100.0% $26,516,585
--------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------
% OF BASE CUMULATIVE CUMULATIVE CUMULATIVE CUMULATIVE %
RENT SQUARE FEET % OF GLA BASE RENT OF BASE RENT
YEAR EXPIRING EXPIRING EXPIRING EXPIRING EXPIRING

Vacant ............ NAP 15,019 1.8% NAP NAP
Month-to-Month..... 0.0% 15,019 1.8% $ 0 0.0%
2005 .............. 2.8% 25,045 3.0% $ 739,321 2.8%
2006 .............. 5.5% 45,787 5.5% $ 2,188,207 8.3%
2007 .............. 13.9% 123,205 14.8% $ 5,871,441 22.1%
2008 .............. 5.2% 154,195 18.5% $ 7,240,890 27.3%
2009 .............. 1.9% 164,624 19.8% $ 7,735,140 29.2%
2010 .............. 14.3% 240,387 28.9% $11,533,962 43.5%
2011 .............. 10.6% 309,163 37.2% $14,346,148 54.1%
2012 .............. 5.2% 336,388 40.4% $15,713,834 59.3%
2013 .............. 3.5% 350,443 42.1% $16,644,863 62.8%
2014 .............. 3.7% 366,426 44.1% $17,619,458 66.4%
2015 .............. 24.7% 460,051 55.3% $24,155,939 91.1%
2016 .............. 4.3% 475,148 57.1% $25,295,381 95.4%
2017 .............. 3.5% 618,344 74.3% $26,231,885 98.9%
Thereafter ........ 1.1% 831,841 100.0% $26,516,585 100.0%
-------------------------------------------------------------------------------------------
TOTAL ............. 100.0% 831,841 100.0% $26,516,585 100.0%
-------------------------------------------------------------------------------------------
</TABLE>

---------------------
(1) Information obtained from The Westchester Borrower's rent roll except credit
ratings.
(2) Credit ratings are of the parent company whether or not the parent
guarantees the lease.
(3) In lieu of base rent, Nordstrom pays a percentage of gross annual sales for
rent.
(4) Information obtained from underwritten rent roll and makes certain leasing
assumptions.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
35

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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

THE MARKET(1). The Westchester Property is located in the city of White Plains,
Westchester County, New York. White Plains is situated in lower-central
Westchester County and comprises a total of 9.6 square miles and is the fourth
largest city, by population, within the county. It is bordered to the west by
the Town of Greenburgh, to the north by the towns of North Castle and Harrison,
to the east by the town of Harrison, and to the south by the Village of
Scarsdale. White Plains is the county seat for Westchester County and the
central business district contains over 4.5 million square feet of class "A"
office space. Westchester County is home to numerous major corporations
including the headquarters offices of International Business Machines, PepsiCo,
ITT Industries and Starwood Hotels & Resorts.

The 2004 estimated population within a 5, 10, and 15 mile radius is 203,271,
765,164, and 2,329,045, respectively. The 2004 estimated average household
income within a 5, 10, 15 mile radius is $135,315, $114,786 and $86,638,
respectively.

ESCROWS. The following escrow/reserve accounts have been established with
respect to The Westchester Loan:

Replacement, Tax and Insurance Reserves. Replacement, tax and insurance are
required upon the occurrence of a NOI Trigger Event until the termination
thereof. The Westchester Borrower is permitted pursuant to the loan documents
to provide a guaranty by SPG or IMI in lieu of making the deposits.

ADDITIONAL DEBT. The Westchester Borrower is also the borrower under additional
loans which are part of a non-serviced loan combination. The unpaid principal
balance of the Westchester pari passu non-trust loan is $200,000,000 and the
unpaid principal balances of the other loans, which fall into three (3) tiers
of priority -- a "B note" tier, a "C Note" tier and a "D note" tier, are
aggregated by tier $60,000,000, $50,000,000 and $90,000,000, respectively.

PROPERTY MANAGEMENT. Simon Management Associates, LLC, a Delaware limited
liability company ("SMA"), an affiliate of The Westchester Borrower, manages
The Westchester Property. Headquartered in Indianapolis, Indiana. SMA is a
wholly owned subsidiary of SPG. SMA provides day-to-day property management
functions including leasing, management and development services to most of the
SPG properties.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
36

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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

U-HAUL (Copyright) SELF STORAGE PORTFOLIOS II, III AND IV
----------------------------------------------------------

[U-HAUL (Copyright) SELF STORAGE PORTFOLIOS II, III AND IV PHOTO OMITTED]

--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties 50
Location (City/State) See Table
Property Type Self Storage
Size (Square Feet) 1,111,736
Percentage Occupancy as of March 31, 2005 83.1%(1)
Year Built See Table
Year Renovated See Table
Appraisal Value $115,333,000
Average Monthly Rent Per Unit $76.07
Underwritten Occupancy 83.4%
Underwritten Revenues $14,057,832
Underwritten Total Expenses $ 4,492,349
Underwritten Net Cash Flow (NOI) $ 9,565,478
Underwritten Net Cash Flow (NCF) $ 9,454,305

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

--------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller MLML
Loan Group 1
Origination Date June 8, 2005
Cut-off Date Principal Balance $86,852,963
Cut-off Date Loan Balance Per SF/Unit $78
Percentage of Initial Mortgage Pool Balance 4.2%
Number of Mortgage Loans 3
Type of Security (fee/leasehold) Fee
Mortgage Rate 5.6820%
Amortization Type Balloon
IO Period (Months) 0
Original Term to Maturity/ARD (Months) 120
Original Amortization Term (Months) 300
Lockbox Soft
Cut-off Date LTV Ratio 75.3%
LTV Ratio at Maturity or ARD 57.8%
Underwritten DSCR on NOI 1.47x
Underwritten DSCR on NCF 1.45x
--------------------------------------------------------------------------------

---------------------
(1) Occupancy reflects the weighted average for the U-Haul (Copyright) Self
Storage Portfolio II, III and IV Properties (hereafter defined) by square
footage.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
37

MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

[MAP OMITTED]

[UHAUL SELF STORAGE PORTFOLIOS II, III AND IV CHART OMITTED]

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
38

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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

THE LOANS. The mortgage loans (collectively, the "U-Haul (Copyright) Self
Storage Portfolio II, III and IV Loans") are evidenced by three
cross-collateralized and cross-defaulted promissory notes secured by first
mortgages encumbering 50 U-Haul (Copyright) self storage properties (the
"U-Haul (Copyright) Self Storage Portfolio II, III and IV Properties"). The
table below provides specific information about the U-Haul (Copyright) Self
Storage Portfolio II, III and IV Properties. The U-Haul (Copyright) Self
Storage Portfolio II, III and IV Loans represent approximately 4.2% of the
initial mortgage pool balance and 4.4% of the initial group 1 balance.

The U-Haul (Copyright) Self Storage Portfolio II, III and IV Loans were
originated on June 8, 2005 and have an aggregate principal balance as of the
cut-off date of $86,852,963. The U-Haul (Copyright) Self Storage Portfolio II,
III and IV Loans have a remaining term of 119 months to its maturity date of
July 1, 2015. The U-Haul (Copyright) Self Storage Portfolio II, III and IV
Loans may be prepaid on or after January 1, 2015, and permit defeasance with
United States government obligations beginning two years after the creation of
the securitization trust.

THE BORROWERS. One set of co-borrowers is associated with each of the three
promissory notes comprising the U-Haul (Copyright) Self Storage Portfolio II,
III and IV Loans: AREC 3, LLC and UHIL 3, LLC, AREC 5, LLC and UHIL 5, LLC and
AREC 6, LLC and UHIL 6, LLC (collectively, the "U-Haul (Copyright) Self
Storage Portfolio II, III and IV Borrowers"). Each of these entities is a
single-purpose Delaware limited liability company. AREC Holdings, LLC owns 100%
of the beneficial interests in AREC 3, LLC, AREC 5, LLC, and AREC 6, LLC. AREC
Holdings, LLC is wholly owned by AMERCO Real Estate Company, which, in turn, is
a wholly-owned subsidiary of AMERCO, Inc. (NasdaqNM: UHAL / NYSE: AO+PA). The
properties are net leased to UHIL 3, LLC, UHIL 5, LLC, and UHIL 6, LLC (the
"Lessees"), and the Lessees are co-borrowers under the U-Haul (Copyright) Self
Storage Portfolio II, III and IV Loan. UHI Lease Holdings, LLC owns 100% of the
beneficial interest in Lessees. UHI Lease Holdings, LLC is wholly owned by
U-Haul (Copyright) International, Inc., which in turn is a wholly owned
subsidiary of AMERCO, Inc. An employee of CSC Entity Services, LLC serves as
the independent director for the U-Haul (Copyright) Self Storage Portfolio II,
III and IV Borrowers and Lessees.

AMERCO Real Estate Company, U-Haul (Copyright) Company of Florida, and AMERCO
Real Estate Company of Texas serve as the indemnitors for the U-Haul
(Copyright) Self Storage Portfolio II, III and IV Loans. As stated above,
AMERCO Real Estate Company is a wholly owned subsidiary of AMERCO, Inc. AMERCO
Real Estate Company reported total assets of $508 million as of December 31,
2004. Total liabilities were reported at $260 million, resulting in
shareholder's equity of $249 million. AMERCO Real Estate Company reported cash
and cash equivalents of $4 million. AMERCO Real Estate Company generated total
revenues of $52 million for the nine months ended December 31, 2004, and net
earnings of $10 million.

AMERCO and its wholly owned subsidiary AMERCO Real Estate Company filed
petitions for relief under Chapter 11 on June 20, 2003 and August 13, 2003,
respectively. The Chapter 11 filings resulted from an accounting
reclassification, which adversely affected AMERCO's ability to renegotiate a
$400 million credit facility in June 2002. Consequently, AMERCO was unable to
complete a $275 million bond offering, and therefore defaulted on a $100
million debt. A Plan of Reorganization was confirmed on February 25, 2004
calling for the full restoration of AMERCO's equity. On March 14, 2004, AMERCO
emerged from Chapter 11 protection and entered into a $550 million exit
financing credit facility. AMERCO's largest subsidiary, U-Haul (Copyright)
International, Inc. (an additional indemnitor for the U-Haul (Copyright) Self
Storage Portfolio II, III and IV Loans as discussed below), did not file for
Chapter 11 protection.

U-Haul (Copyright) International, Inc. serves as an additional indemnitor for
the U-Haul (Copyright) Self Storage Portfolio II, III and IV Loans with
respect to environmental matters only. U-Haul (Copyright) International, Inc.
is also a wholly owned subsidiary of AMERCO, Inc. U-Haul (Copyright)
International, Inc. reported total assets of $1.545 billion, total liabilities
of $824 million, and shareholder's equity of $720 million as of December 31,
2004. The subsidiary reported cash and cash equivalents of $54 million. For the
nine months ended December 31, 2004, U-Haul (Copyright) International, Inc.
generated total revenues of $1.385 billion and net earnings of $104 million.

LOCKBOX. A cash management account was established at closing in the joint
names of the Lessees and the lender wherein all income from the properties is
deposited. Prior to a trigger event, the U-Haul (Copyright) Self Storage
Portfolio II, III and IV Borrowers will have access to funds in the cash
management account after payment of debt service. After a trigger event, funds
in the cash management account will be swept to a central account maintained
and controlled by the lender. A trigger event will occur upon an event of
default or if the debt service coverage ratio falls below 1.15x on an actual
trailing 12-month basis.

The U-Haul (Copyright) Self Storage Portfolio II, III and IV Properties
produce significant income from business lines other than self storage rental.
These business lines include U-Haul (Copyright) truck / trailer rentals,
trailer hitch installation, propane sales, and sales of moving and storage
products including boxes, tape, and padlocks. For purposes of determining the
net cash flow and debt service coverage ratio of the U-Haul (Copyright) Self
Storage Portfolio II, III and IV Loans, the majority of this ancillary
non-storage income was excluded. However, this ancillary income flows through
the cash management account and is available for debt service. The actual
trailing 12-month net cash flow from the U-Haul (Copyright) Self Storage
Portfolio II, III and IV Properties totals $12,871,800, which translates to a
1.97x debt service coverage ratio for the U-Haul (Copyright) Self Storage
Portfolio II, III and IV Loans.

THE PROPERTIES. The U-Haul (Copyright) Self Storage Portfolio II, III and IV
Loans are secured by 50 U-Haul (Copyright) self storage properties totaling
14,725 self storage units and 1,111,736 net rentable square feet. The U-Haul
(Copyright) Self Storage Portfolio II, III and IV Properties are located in 26
states across the U.S. The U-Haul (Copyright) Self Storage Portfolio II, III
and IV Properties average 295 self storage units per location (ranging from 61
to 2,649 units) with an average unit size of 75 rentable square feet. The
largest state concentrations are represented by New York, with two properties
totaling 2,992 units (20.3% of total units); Texas, with seven properties
totaling 1,630 units (11.1% of total units); and Pennsylvania, with six
properties totaling 1,170 units (7.9% of total units). No other state
represents more than 7.5% of the portfolio by unit count or square footage.
Typical construction consists of either metal or concrete block framing on
concrete slab foundations, with pitched, corrugated metal roofs.
Exterior-access storage units generally have roll-up aluminum or metal doors.
Interior-access storage units, some of which are climate-controlled, are either
located within the main retail / office building, or in separate buildings
built or converted specifically for interior-access storage. Approximately
14.2% of the units in the U-Haul (Copyright) Self Storage Portfolio II, III
and IV Properties are climate-controlled. Some U-Haul (Copyright) Self Storage
Portfolio II, III and IV Properties also have an apartment for an on-site
manager. As of March 31, 2005, the U-Haul (Copyright) Self Storage Portfolio
II, III and IV Properties were 83.1% occupied.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
39

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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

The following table presents certain information regarding the U-Haul
(Copyright) Self Storage Portfolio II, III and IV Properties:

<TABLE>

------------------------------------------------------------------------------------------------------
U-HAUL (Copyright) SELF STORAGE PORTFOLIO II, III AND IV PROPERTIES
--------------------------------------------------------------------

SELF
APPROXIMATE STORAGE % OF TOTAL SELF
YEAR BUILT / SQUARE STORAGE SQUARE SELF STORAGE
U-HAUL (Copyright) CENTER LOCATION RENOVATED FEET FEET UNITS

Brooklyn, New York 1931 147,520 13.3% 2,649
Houston, Texas 1999 44,138 4.0% 537
Springdale, Arkansas 1970 42,650 3.8% 553
Jacksonville, Florida 1958/1984 42,019 3.8% 530
Tacoma, Washington 1982 40,473 3.6% 557
Utica, New York 1970/1992 36,500 3.3% 343
Jackson, Mississippi 1980 32,350 2.9% 375
Longview, Washington 1978 32,213 2.9% 542
Columbia, South Carolina 1990 30,800 2.8% 272
Tampa, Florida 1959/1994 27,669 2.5% 312
Lexington, Kentucky 1978/2005 26,650 2.4% 323
New Orleans, Louisiana 1984/1993 25,960 2.3% 236
Las Cruces, New Mexico 2001 24,178 2.2% 234
Stamford, Connecticut 1912 23,033 2.1% 396
Smyrna, Georgia 1980 22,926 2.1% 315
Carrollton, Texas 1989 21,600 1.9% 188
Malvern, Pennsylvania 1992 20,900 1.9% 204
Glenshaw, Pennsylvania 1953 20,495 1.8% 224
Houston, Texas 1982/1990 20,225 1.8% 189
Jeffersonville, Indiana 1982 19,040 1.7% 198
Knoxville, Tennessee 1982/1991 19,000 1.7% 167
York, Pennsylvania 1959/1990 18,867 1.7% 246
Danville, Virginia 1948 18,418 1.7% 270
Cincinnati, Ohio 1970 18,325 1.7% 187
Youngstown, Ohio 1930 18,046 1.6% 269
Auburn, Maine 1990 17,700 1.6% 152
Horsham, Pennsylvania 1950/1997 16,851 1.5% 264
Gadsden, Alabama 1970 15,990 1.4% 166
Durham, North Carolina 1972 15,850 1.4% 169
Johnson City, Tennessee 1951 15,736 1.4% 185
Waterbury, Connecticut 1953/1980 15,570 1.4% 242
Grand Rapids, Michigan 1950 15,505 1.4% 221
Tulsa, Oklahoma 1965/1992 14,375 1.3% 228
Killeen, Texas 1969 14,230 1.3% 250
Dallas, Texas 1969 14,050 1.3% 148
East Alton, Illinois 1983/1993 13,200 1.2% 148
Snellville, Georgia 1984 13,122 1.2% 150
Chicago, Illinois 1960/1976 12,420 1.1% 300
Elsmere, Kentucky 1978 12,264 1.1% 212
Amarillo, Texas 1935 12,039 1.1% 176
Knoxville, Tennessee 1950/1993 11,975 1.1% 174
Houston, Texas 1982 10,875 1.0% 142
Lakeland, Florida 1957/1993 10,765 1.0% 146
------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------
% OF TOTAL
SELF AVERAGE RENT / APPRAISED
U-HAUL (Copyright) CENTER LOCATION STORAGE UNITS UNIT OCCUPANCY(1) VALUE

Brooklyn, New York 18.0% $ 124.71 84.3% $35,900,000
Houston, Texas 3.7% $ 76.80 70.4% $ 3,370,000
Springdale, Arkansas 3.8% $ 41.39 79.9% $ 2,350,000
Jacksonville, Florida 3.6% $ 58.90 87.8% $ 3,250,000
Tacoma, Washington 3.8% $ 48.16 87.1% $ 2,800,000
Utica, New York 2.3% $ 83.00 79.0% $ 2,450,000
Jackson, Mississippi 2.6% $ 54.37 85.8% $ 1,680,000
Longview, Washington 3.7% $ 40.73 78.8% $ 2,410,000
Columbia, South Carolina 1.9% $ 77.55 68.0% $ 1,950,000
Tampa, Florida 2.1% $ 78.23 90.9% $ 2,100,000
Lexington, Kentucky 2.2% $ 58.97 80.4% $ 2,660,000
New Orleans, Louisiana 1.6% $ 77.65 88.5% $ 1,600,000
Las Cruces, New Mexico 1.6% $ 70.17 94.3% $ 1,890,000
Stamford, Connecticut 2.7% $ 115.71 66.0% $ 4,430,000
Smyrna, Georgia 2.1% $ 64.52 91.6% $ 2,275,000
Carrollton, Texas 1.3% $ 74.36 93.2% $ 1,670,000
Malvern, Pennsylvania 1.4% $ 113.99 63.5% $ 1,825,000
Glenshaw, Pennsylvania 1.5% $ 85.36 87.7% $ 2,140,000
Houston, Texas 1.3% $ 66.91 76.0% $ 1,210,000
Jeffersonville, Indiana 1.3% $ 58.00 83.9% $ 960,000
Knoxville, Tennessee 1.1% $ 84.30 87.5% $ 1,625,000
York, Pennsylvania 1.7% $ 51.29 93.1% $ 1,300,000
Danville, Virginia 1.8% $ 47.87 85.4% $ 1,250,000
Cincinnati, Ohio 1.3% $ 60.82 72.1% $ 870,000
Youngstown, Ohio 1.8% $ 52.13 80.3% $ 1,150,000
Auburn, Maine 1.0% $ 86.33 88.0% $ 1,480,000
Horsham, Pennsylvania 1.8% $ 89.12 91.6% $ 2,800,000
Gadsden, Alabama 1.1% $ 56.22 93.1% $ 1,000,000
Durham, North Carolina 1.2% $ 89.02 85.8% $ 1,325,000
Johnson City, Tennessee 1.3% $ 48.51 73.8% $ 680,000
Waterbury, Connecticut 1.6% $ 69.98 73.5% $ 1,510,000
Grand Rapids, Michigan 1.5% $ 51.33 82.3% $ 1,630,000
Tulsa, Oklahoma 1.6% $ 49.02 81.9% $ 825,000
Killeen, Texas 1.7% $ 41.07 92.8% $ 1,250,000
Dallas, Texas 1.0% $ 83.76 87.6% $ 1,300,000
East Alton, Illinois 1.0% $ 59.48 84.5% $ 775,000
Snellville, Georgia 1.0% $ 75.70 93.0% $ 1,300,000
Chicago, Illinois 2.0% $ 70.74 90.1% $ 2,000,000
Elsmere, Kentucky 1.4% $ 41.96 67.5% $ 1,440,000
Amarillo, Texas 1.2% $ 47.82 87.8% $ 800,000
Knoxville, Tennessee 1.2% $ 60.90 81.1% $ 1,150,000
Houston, Texas 1.0% $ 64.83 87.5% $ 940,000
Lakeland, Florida 1.0% $ 62.44 91.9% $ 1,000,000
------------------------------------------------------------------------------------------------------
</TABLE>

---------------------
(1) Occupancy reflects the weighted average for each property by square
footage.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
40

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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

<TABLE>

----------------------------------------------------------------------------------------
U-HAUL (Copyright) SELF STORAGE PORTFOLIO II, III AND IV PROPERTIES
--------------------------------------------------------------------

SELF
APPROXIMATE STORAGE % OF TOTAL SELF
YEAR BUILT / SQUARE STORAGE SQUARE
U-HAUL (Copyright) CENTER LOCATION RENOVATED FEET FEET

New Bedford, Massachusetts 1967 10,525 1.0%
Colmar, Pennsylvania 1969/1996 10,457 0.9%
Columbus, Ohio 1979 10,344 0.9%
Bangor, Maine 1948/1984 9,740 0.9%
Rutland, Vermont 1950 8,760 0.8%
Pomona, California 1959 8,598 0.8%
Scranton, Pennsylvania 1975 6,800 0.6%
----------------------------------------------------------------------------------------
TOTAL 1,111,736 100.0%
----------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------
% OF TOTAL
SELF STORAGE SELF AVERAGE RENT / APPRAISED
U-HAUL (Copyright) CENTER LOCATION UNITS STORAGE UNITS UNIT OCCUPANCY(1) VALUE

New Bedford, Massachusetts 107 0.7% $ 112.26 78.3% $ 998,000
Colmar, Pennsylvania 171 1.2% $ 67.55 85.1% $ 1,100,000
Columbus, Ohio 153 1.0% $ 58.46 81.7% $ 1,010,000
Bangor, Maine 179 1.2% $ 53.01 86.4% $ 1,280,000
Rutland, Vermont 137 0.9% $ 73.35 83.3% $ 1,260,000
Pomona, California 128 0.9% $ 62.65 91.0% $ 790,000
Scranton, Pennsylvania 61 0.4% $ 98.35 96.7% $ 575,000
--------------------------------------------------------------------------------------------------------------------
TOTAL 14,725 100.0% $ 76.07 83.1% $115,333,000
--------------------------------------------------------------------------------------------------------------------
</TABLE>

ESCROWS. The following escrow / reserve accounts have been established with
respect to the U-Haul (Copyright) Self Storage Portfolio II, III and IV Loans:

-----------------------------------------------------------------
ESCROWS / RESERVES
------------------

TYPE: INITIAL MONTHLY
Taxes ............................. $ 319,138 $106,379
Insurance ......................... $ 24,498 $ 0
Capital Expenditures .............. $ 0 $ 13,897
Immediate Repair Reserves ......... $ 959,663 $ 0
Environmental Reserves ............ $1,299,075 $ 0
-----------------------------------------------------------------

Tax Escrows. Provided that no trigger event has occurred and is continuing,
that a sum equal to not less than six times the monthly installment amount (as
may be adjusted by lender from time to time) is on deposit, and that the U-Haul
(Copyright) Self Storage Portfolio II, III and IV Borrowers have delivered to
the lender evidence of payment of all taxes within 15 days of the date such
sums were due and payable, then the U-Haul (Copyright) Self Storage Portfolio
II, III and IV Borrowers may cease making monthly tax escrow deposits.

Insurance Escrows. Provided that no trigger event has occurred and is
continuing, that a sum equal to not less than three times the monthly
installment amount (as may be adjusted by lender from time to time) is on
deposit, and that the U-Haul (Copyright) Self Storage Portfolio II, III and IV
Borrowers have delivered to lender evidence of payment of all insurance
premiums within 15 days of the date such sums were due and payable, then the
U-Haul (Copyright) Self Storage Portfolio II, III and IV Borrowers may cease
making monthly insurance escrow deposits. The required three months of
estimated premiums were collected at closing.

Capital Expenditure Reserves. Provided that no trigger event has occurred and
is continuing and that a sum equal to not less than 12 times the monthly
installment amount is on deposit, then the U-Haul (Copyright) Self Storage
Portfolio II, III and IV Borrowers may cease making monthly capital
expenditures escrow deposits.

Immediate Repair and Environmental Reserves. Up-front reserves were collected
for all identified immediate repairs and environmental conditions identified in
the property condition reports and environmental site assessments,
respectively.

PARTIAL DEFEASANCE. The U-Haul (Copyright) Self Storage Portfolio II, III and
IV Borrowers may elect to defease the U-Haul (Copyright) Self Storage
Portfolio II, III and IV Loans in whole or in part provided that the conditions
set forth in the loan documents are satisfied, including no defeasance will be
permitted until after the second anniversary of the creation of the
securitization trust or if any event of default under the mortgage loan
documents has occurred and is continuing.

ADDITIONAL DEBT. Up to approximately $50,000,000 in mezzanine financing may be
permitted in the future, to be secured by partnership interests in the U-Haul
(Copyright) Self Storage Portfolio II, III and IV Borrowers and in other
AMERCO subsidiaries that are borrowers on similar first mortgage loans in the
aggregate amount of $480,000,000, secured by 321 properties. Subordinate debt
will be subject to a maximum aggregate loan-to-value of 85% and a debt service
coverage ratio (in combination with the U-Haul (Copyright) Self Storage
Portfolio II, III and IV Loans) of no less than 1.15x.

PROPERTY MANAGEMENT. The U-Haul (Copyright) Self Storage Portfolio II, III and
IV Properties are managed by the Lessees, which are wholly owned subsidiaries
of U-Haul (Copyright) International, Inc.

---------------------
(1) Occupancy reflects the weighted average for each property by square
footage.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
41

[THIS PAGE INTENTIONALLY LEFT BLANK.]

MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

E WALK (REGISTERED TRADEMARK) ON THE NEW 42ND STREET
-----------------------------------------------------

[E WALK (REGISTERED TRADEMARK) ON THE NEW 42ND STREET PHOTO OMITTED]

------------------------------------------------------------
PROPERTY INFORMATION
------------------------------------------------------------
Number of Mortgaged Real Properties 1
Location (City/State) New York, NY
Property Type Anchored Retail
Size (Square Feet) 177,394
Percentage Occupancy as of July 8, 2005 96.2%
Year Built 1999
Year Renovated NAP
Appraisal Value $170,000,000
# of Tenants 16
Average Rent Per Square Foot $71.22
Underwritten Occupancy 96.1%
Underwritten Revenues $14,920,538
Underwritten Total Expenses $ 5,724,897
Underwritten Net Cash Flow (NOI) $ 9,195,641
Underwritten Net Cash Flow (NCF) $ 8,794,112

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

------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
------------------------------------------------------------------
Mortgage Loan Seller MLML
Loan Group 1
Origination Date July 8, 2005
Cut-off Date Principal Balance $77,500,000
Cut-off Date Loan Balance Per SF/Unit $437
Percentage of Initial Mortgage Pool Balance 3.7%
Number of Mortgage Loans 1
Type of Security (fee/leasehold) Leasehold
Mortgage Rate 4.6470%
Amortization Type Interest Only
IO Period (Months) 84
Original Term to Maturity/ARD (Months) 84
Original Amortization Term (Months) 0
Lockbox Hard
Cut-off Date LTV Ratio 45.6%
LTV Ratio at Maturity or ARD 45.6%
Underwritten DSCR on NOI 2.52x
Underwritten DSCR on NCF 2.41x
Shadow Rating (DBRS/Fitch/Moody's) BBB/A-/Baa2(1)
------------------------------------------------------------------

---------------------
(1) It has been confirmed by DBRS, Fitch and Moody's in accordance with their
respective methodologies that E Walk on the New 42 Street mortgage loan has
credit characteristics consistent with a BBB, A-, and Baa2 rated investment
grade obligation, respectively.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
42

MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

[MAP OMITTED]

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
43

MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "E Walk Loan") is evidenced by a single
promissory note and is secured by a first priority mortgage on the leasehold
interest in E Walk (Registered Trademark) on the New 42nd Street located in
the Times Square neighborhood at 243 West 42nd Street, New York, New York (the
"E Walk Property"). The E Walk Loan represents approximately 3.7% of the
initial mortgage pool balance and 4.0% of the initial loan group 1 balance.

The E Walk Loan was originated on July 8, 2005, and has a principal balance as
of the cut-off date of $77,500,000. The E Walk Loan has a remaining term of 84
months and a scheduled maturity of August 1, 2012. The E Walk Loan may be
prepaid on or after July 1, 2012, and permits defeasance with United States
government obligations beginning two years after the creation of the
securitization trust.

THE BORROWER. The borrower, Dream Team Associates, LLC (the "E Walk Borrower"),
a New York limited liability company, is a single purpose entity which is
approximately 49% indirectly owned by Tishman Holdings Corporation ("Tishman").
Affiliates of Lehman Brothers indirectly own approximately 16% of the E Walk
Borrower and affiliates of Lend Lease indirectly own approximately 35% of the E
Walk Borrower.

Founded in 1898, Tishman Realty & Construction Co., Inc. is one of the world's
largest owners, developers, builders and managers of real estate (over 400
million square feet). In 1997, Tishman formed Tishman Hotel & Realty LP
("THR"), consolidating substantially all of Tishman's real estate interests and
all of its non-construction operating companies. THR is an experienced hotel
developer, owner, and operator. As of year end 2004, Tishman owns 10 hotels
totaling 7,343 rooms and manages 5 hotels totaling 1,225 rooms for third
parties across a wide variety of product types: convention, corporate, resort
and airport.

LOCKBOX. The E Walk Borrower is instructed to send direction letters to tenants
under leases at the E Walk Property requiring them to pay all rents directly to
the depository institution approved by the lender to accept rents. The rents
are applied to pay debt service and any other payments required by the lender
(including, without limitation, escrows for taxes, insurance premiums and the
other escrows or reserves required under the loan documents) due in connection
with the E Walk Property and, provided no event of default then exists, the
balance, if any, will be returned (or made available) to the E Walk Borrower.
Notwithstanding the foregoing, while an event of default exists but prior to
the date the lender accelerates the E Walk Loan, Lender will make available to
the E Walk Borrower all excess cash flow remaining after payment of debt
service and funding of required reserves.

THE PROPERTY. Built in 1999, the E Walk Property is a retail and entertainment
center consisting of four floors and one below grade concourse level containing
177,394 square feet of net rentable area located in the Times Square district
at the northeast corner of West 42nd Street and Eighth Avenue, adjacent to the
Westin New York at Times Square. Tenants include a 13 screen state of the art
Loews Theater with stadium seating, Starbucks and Chevy's. The second floor
includes restaurant seating areas and 6,562 square feet of meeting area leased
by the Westin New York at Times Square.

GROUND LEASE. The E Walk Property was developed under a 99 year ground lease
from the Empire State Development Corporation that commenced in July 1997
between 42nd St. Development Project, Inc., a wholly owned subsidiary of New
York State Urban Development Corporation d/b/a Empire State Development
Corporation (Ground Lessor), and Dream Team Associates, LLC (Ground Lessee).
The current ground lease payments are approximately $1.045 million per annum.
In addition, percentage rent is payable based upon 2.5% of the first $8.5
million ($212,500 annual payments) of total minimum rent plus 3.5% in excess of
$8.5 million.

The following table presents certain information relating to the major tenants
at the E Walk Property:

<TABLE>

----------------------------------------------------------------------------------------
TENANT INFORMATION(1)
---------------------

TENANT NAME PARENT COMPANY

Forty-Second Street Cinemas, Inc. .......... Loews Cineplex Entertainment Corporation
TSE Group, LLC ............................. BB King Blues Club & Grill
Transportation Displays Incorporated ....... Transportation Displays, Inc.
Dallas BBQ ................................. Dallas BBQ
Chevy's New York Inc. ...................... Chevy's Inc.
----------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
BASE RENT
CREDIT RATINGS SQUARE % OF PER SQUARE LEASE
TENANT NAME (FITCH/MOODY'S)(2) FEET GLA FOOT EXPIRATION

Forty-Second Street Cinemas, Inc. .......... NR/NR 78,562 44.3% $ 40.63 11/30/2019
TSE Group, LLC ............................. NR/NR 17,720 10.0% $ 58.42 04/01/2020
Transportation Displays Incorporated ....... NR/NR 17,700 10.0% $ 60.11 06/15/2019
Dallas BBQ ................................. NR/NR 17,105 9.6% $ 70.15 09/03/2025
Chevy's New York Inc. ...................... NR/NR 13,552 7.6% $ 118.66 11/10/2014
----------------------------------------------------------------------------------------------------------------
</TABLE>

---------------------
(1) Information obtained from the E Walk Borrower's certified rent roll except
credit ratings.
(2) Credit ratings are of the parent company whether or not the parent
guarantees the lease.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
44

MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

The following table presents certain information relating to the lease rollover
schedule at the E Walk Property:

<TABLE>

--------------------------------------------------------------------------------
LEASE ROLLOVER SCHEDULE(1)
--------------------------

NUMBER SQUARE % OF
OF LEASES FEET GLA BASE RENT
YEAR EXPIRING EXPIRING EXPIRING EXPIRING

Vacant ................ NAP 6,820 3.8% NAP
Month-to-Month ........ 0 0 0.0% $ 0
2005 .................. 0 0 0.0% $ 0
2006 .................. 0 0 0.0% $ 0
2007 .................. 0 0 0.0% $ 0
2008 .................. 0 0 0.0% $ 0
2009 .................. 1 1 0.0% $ 3,600
2010 .................. 2 4,213 2.4% $ 957,991
2011 .................. 0 0 0.0% $ 0
2012 .................. 1 2,509 1.4% $ 628,750
2013 .................. 2 4,244 2.4% $ 657,684
2014 .................. 1 13,552 7.6% $ 1,608,091
2015 .................. 0 0 0.0% $ 0
Thereafter ............ 9 146,055 82.3% $ 8,292,034
--------------------------------------------------------------------------------
TOTAL ................. 16 177,394 100.0% $12,148,151
--------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------
% OF BASE CUMULATIVE CUMULATIVE CUMULATIVE CUMULATIVE %
RENT SQUARE FEET % OF GLA BASE RENT OF BASE RENT
YEAR EXPIRING EXPIRING EXPIRING EXPIRING EXPIRING

Vacant ................ NAP 6,820 3.8% NAP NAP
Month-to-Month ........ 0.0% 6,820 3.8% $ 0 0.0%
2005 .................. 0.0% 6,820 3.8% $ 0 0.0%
2006 .................. 0.0% 6,820 3.8% $ 0 0.0%
2007 .................. 0.0% 6,820 3.8% $ 0 0.0%
2008 .................. 0.0% 6,820 3.8% $ 0 0.0%
2009 .................. 0.0% 6,821 3.8% $ 3,600 0.0%
2010 .................. 7.9% 11,034 6.2% $ 961,591 7.9%
2011 .................. 0.0% 11,034 6.2% $ 961,591 7.9%
2012 .................. 5.2% 13,543 7.6% $ 1,590,341 13.1%
2013 .................. 5.4% 17,787 10.0% $ 2,248,025 18.5%
2014 .................. 13.2% 31,339 17.7% $ 3,856,116 31.7%
2015 .................. 0.0% 31,339 17.7% $ 3,856,116 31.7%
Thereafter ............ 68.3% 177,394 100.0% $12,148,151 100.0%
-----------------------------------------------------------------------------------------------
TOTAL ................. 100.0% 177,394 100.0% $12,148,151 100.0%
-----------------------------------------------------------------------------------------------
</TABLE>

THE MARKET.(2) The E-walk Property is located at the northeast corner of West
42nd Street and Eighth Avenue in the Times Square area of Midtown Manhattan, in
New York, New York. New York City's estimated median household income in 2004
was $41,803 with an expected average annual growth of 3.0% in median household
income through 2009.

With over 39 million visitors in 2004, tourism remains a primary driver of New
York City employment growth in several industries, including hospitality, food
and beverage, and retail trade. This has been further enhanced by the
revitalization of the Times Square area as an entertainment and retail
destination. Over 27 million tourists visit Times Square annually, and over 12
million people per year view Broadway shows at the 40 landmarked theaters in
Times Square. The area is served by the largest transportation network
concentration in New York City, which includes the largest subway station, the
Port Authority Bus Terminal and one-stop access to Grand Central Station and
Pennsylvania Station. An estimated 1.7 million people pass through Times Square
daily.

The Times Square submarket has 2.7 million square feet of office space occupied
by entertainment, publishing and media firms, 1.7 million square feet occupied
by financial firms, and 1.6 million square feet occupied by law firms.
Companies headquartered in the area include Ernst & Young, O'Melveny & Myers
LLP, Skadden, Arps LLP, Morgan Stanley, Lehman Brothers, Viacom International,
The New York Times, Conde Nast, Reuters, ABC/Disney/ESPN, Panasonic, Virgin
Records, Clear Channel Entertainment, MTV, AMC Entertainment, and BMG
Entertainment, as well as retail flagship stores such as ESPN Zone, Toys R' Us,
ABC Studios, MTV Studios, and the world's largest McDonald's with new wave
digital technology and Internet access for its customers.

According to the Real Estate Board of New York's Retail Report for Fall 2004,
New York City's average asking rents rose 5.4% to $97 per square foot
(including ground floor, lower level, upper level and mezzanine). Availability
held even at approximately 13.4% from the third quarter 2003 to the third
quarter 2004. When examining ground floor retail space, the 42nd Street
corridor between Sixth and Eighth Avenues achieved a 53.8% increase in average
asking rents to $243 per square foot from $158 per square foot for 2004.

---------------------
(1) Information obtained from the E Walk Borrower's rent roll.
(2) Certain information obtained from a third-party appraisal. The appraisal
relies upon many assumptions, and no representation is made as to the
accuracy of the assumptions underlying the appraisal.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
45

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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

ESCROWS. The following escrow/reserve accounts have been established with
respect to the E Walk Loan:

-------------------------------------------------------------------------
ESCROWS / RESERVES
------------------

TYPE: INITIAL MONTHLY
Property Taxes ............................ $382,545 $191,273
Insurance ................................. $ 91,005 $ 18,437
Base Ground Rent Reserve .................. $177,500 $ 88,750
Percentage Ground Rent Reserve ............ $202,703 $ 25,338
Replacement Reserve ....................... $ 0 $ 3,678
Tenant Security Deposit Reserve ........... $ 61,200 $ 0
Sanrio Security Deposit Reserve ........... $470,000 $ 0
-------------------------------------------------------------------------

Property Taxes. Consists of Payments In Lieu of Taxes ("PILOT") and Business
Improvement District ("BID") tax. PILOT payments are partially abated through
the tax year ending June 30, 2015. PILOT payments were abated 50% through
December 31, 2004, then 33.33% from calendar year 2005 through 2009, and 16.67%
from calendar year 2010 through 2014. Tenants generally pay a pro rata share of
increases in PILOT payments over their initial lease years. BID taxes were
estimated to be $76,640 as of May 2005.

Base Ground Rent Reserve. Calculated based on an annual ground rent of
$1,045,000 plus a $20,000 annual administrative fee. Two months worth of the
Base Ground Rent Reserve amount were deposited at closing to cover August and
September rental payments.

Percentage Ground Rent Reserve. Calculated based on the formula of $212,500
plus 3.5% of gross revenues in excess of $8,500,000. Gross revenues were
approximately $19,615,843 as of May 2005. Eight months worth of the Percentage
Ground Rent Reserve amount were deposited at closing.

PROPERTY MANAGEMENT. The E Walk Property is currently being managed by TREMCO,
LP, an affiliate of Tishman.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
46

[THIS PAGE INTENTIONALLY LEFT BLANK.]

MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

RESIDENCE INN HOTEL PORTFOLIO 1
-------------------------------

[RESIDENCE INN HOTEL PORTFOLIO 1 PHOTO OMITTED]

-----------------------------------------------------------------------
PROPERTY INFORMATION
-----------------------------------------------------------------------
Number of Mortgaged Properties 4
Location (City/State) See Table
Property Type Hospitality
Size (Rooms) 563
Percentage Occupancy as of April 30, 2005 78.4%
Year Built See Table
Year Renovated See Table
Appraised Value $67,000,000
Underwritten Occupancy 80.5%
Underwritten Revenues $16,708,710
Underwritten Total Expenses $10,499,781
Underwritten Net Operating Income (NOI) $6,208,928
Underwritten Net Cash Flow (NCF) $5,540,580

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

-----------------------------------------------------------------------
LOAN INFORMATION
-----------------------------------------------------------------------
Mortgage Loan Seller MLML
Loan Group 1
Origination Date June 17, 2005
Cut-off Date Principal Balance $50,200,000
Cut-off Date Loan Balance Per Room $89,165
Percentage of Initial Mortgage Pool Balance 2.4%
Number of Mortgage Loans 1
Type of Security (fee/leasehold) Fee
Mortgage Rate 5.3175%
Amortization Type IO-Balloon
IO Period (Months) 60
Original Term to Maturity/ARD (Months) 120
Original Amortization Term (Months) 300
Lockbox Hard
Cut-off Date LTV Ratio 74.9%
LTV Ratio at Maturity or ARD 67.0%
Underwritten DSCR on NOI 1.71x
Underwritten DSCR on NCF 1.52x
-----------------------------------------------------------------------

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
47

MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

[MAPS OMITTED]

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
48

MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Residence Inn Hotel Portfolio 1 Loan") is
secured by a first mortgage loan on the fee interest in four limited service
Marriott branded (Residence Inn) hotels (each, a "Residence Inn Hotel Portfolio
1 Property" and collectively the "Residence Inn Hotel Portfolio 1 Properties")
totaling 563 rooms. The Residence Inn Hotel Portfolio 1 Loan represents
approximately 2.4% of the initial mortgage pool balance and approximately 2.6%
of the initial loan group 1 balance.

The Residence Inn Hotel Portfolio 1 Loan was originated on June 17, 2005 and
has a principal balance as of the cut-off date of $50,200,000. The Residence
Inn Hotel Portfolio 1 Loan has a remaining term of 119 months and a scheduled
maturity date of July 1, 2015. Beginning June 17, 2005 and ending the day that
is two years after its securitization, the Residence Inn Hotel Portfolio 1 Loan
permits prepayment subject to a prepayment premium equal to the greater of
yield maintenance with United States government obligations and one percent of
principal balance. Additionally, the Residence Inn Hotel Portfolio 1 Loan
permits defeasance with United States governmental obligations beginning two
years after its securitization. The Residence Inn Hotel Portfolio 1 Loan may be
prepaid without premium on or after June 1, 2015.

THE BORROWER. The borrowers (the "Residence Inn Hotel Portfolio 1 Borrowers")
are each a single purpose entity owned and controlled indirectly by Ashford
Hospitality Limited Partnership, which is the operating partnership of Ashford
Hospitality Trust, Inc. Ashford Hospitality Trust, Inc. is a publicly traded
real estate investment trust (REIT) headquartered in Dallas, TX. The company
commenced operation and became a public REIT on August 29, 2003 and is listed
on the NYSE under the ticker "AHT". Ashford Hospitality Trust, Inc. invests in
both debt and equity investments, secured exclusively by hotel assets. As of
July 25, 2005, the company had an equity market capitalization of $488 million.
As of July 27, 2005, the company currently has equity investments in 77 hotels
totaling 12,671 rooms, mezzanine loans secured by 18 hotels totaling 5,842
rooms and a first mortgage secured by 1 hotel totaling 1,225 rooms.

THE LOCKBOX. Each of the properties is managed by an affiliate of Marriott
International, Inc. ("Marriott"). At origination, the Residence Inn Hotel
Portfolio 1 Borrowers and managers are required to deposit all rents and other
gross revenue (including credit card receivables) from the properties into a
related manager-controlled account (the "Manager Account"). Pursuant to the
applicable management agreements and related documents, the manager will apply
the funds in the Manager Account to its base management fee, applicable taxes,
insurance premiums and a capital improvements/FF&E reserve before transferring
the remaining funds to a lender-controlled account. Funds in the
lender-controlled account will be applied to payment of reserves for taxes and
insurance premiums (unless Marriott is manager of the properties and such
amounts are otherwise paid or reserved for by the manager), debt service, a
reserve for capital improvements (unless Marriott is manager of the properties
and otherwise paid or reserved for by the manager), fees of the cash management
bank, operating expenses of the applicable property (unless Marriott is manager
of the properties and otherwise paid or reserved for by the manager) and debt
service on a permitted mezzanine loan (if any).

THE PROPERTIES. The Residence Inn Hotel Portfolio 1 Loan is collateralized by 4
properties containing a total of 563 rooms. The properties are located in 3
states and will be managed by affiliates of Marriott.

The following tables present certain information relating to the Residence Inn
Hotel Portfolio 1 Properties:

<TABLE>

--------------------------------------------------------------------------------
PORTFOLIO PROPERTIES
--------------------
CUT-OFF DATE
ALLOCATED
PROPERTY NAME PROPERTY LOCATION ROOMS BALANCE

Residence Inn Fishkill ........ Fishkill, NY 139 $17,382,687
Residence Inn Orlando ......... Orlando, FL 176 $14,685,373
Residence Inn River Plaza ..... Fort Worth, TX 120 $11,388,657
Residence Inn Tyler ........... Tyler, TX 128 $ 6,743,283
--------------------------------------------------------------------------------
TOTAL ......................... 563 $50,200,000
--------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------
YEAR BUILT/
YEAR
PROPERTY NAME RENOVATED(1) BORROWER

Residence Inn Fishkill ........ 1985 Ruby Fishkill Limited Partnership
Residence Inn Orlando ......... 1983/2005 Ruby Orlando International Limited Partnership
Residence Inn River Plaza ..... 1983/1997 Ruby Ft. Worth River Plaza Limited Partnership
Residence Inn Tyler ........... 1985/1999 Ruby Tyler Hotel Limited Partnership
-------------------------------------------------------------------------------------------------
TOTAL .........................
-------------------------------------------------------------------------------------------------
</TABLE>

--------------
(1) The Residence Inn Hotel Portfolio 1 Borrowers are obligated under the loan
documents to spend the following on capital improvements by December 31,
2006: (i) $493,648 for Residence Inn Fishkill; (ii) $92,180 for Residence
Inn Orlando; (iii) $2,031,875 for Residence Inn River Plaza and; (iv)
$2,739,880 for Residence Inn Tyler. Ashford Hospitality Limited Partnership
provided a guaranty for the required capital expenditures.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
49

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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

<TABLE>

---------------------------------------------------------------------------------------------------------------
OPERATIONAL STATISTICS(1)
-------------------------

TRAILING 12-MONTH
2003 2004 APRIL 2005 UW

Average Daily Rate (ADR) .................... $ 93.88 $ 96.02 $ 98.91 $ 99.63
Occupancy % ................................. 78.4% 79.0% 78.4% 80.5%
Revenue per Available Room (RevPAR) ......... $ 73.65 $ 75.89 $ 77.56 $ 80.24
---------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>

--------------------------------------------------------------------------------------------
PENETRATION INDICES(2)
----------------------
PROPERTY NAME ADR INDEX OCCUPANCY INDEX REVPAR INDEX

Residence Inn Fishkill ............ 118.2% 108.5% 128.2%
Residence Inn Orlando ............. 110.5% 90.6% 100.1%
Residence Inn River Plaza ......... 142.0% 132.8% 188.5%
Residence Inn Tyler ............... 108.1% 133.0% 143.9%
--------------------------------------------------------------------------------------------
TOTAL ............................. 118.6% 113.7% 135.8%
--------------------------------------------------------------------------------------------
</TABLE>

THE MARKET(2),(3),(4).The Residence Inn Fishkill property is located at 14
Schuyler Boulevard in the city of Fishkill, in Dutchess County, New York in the
Poughkeepsie/Newburg/Middletown Metropolitan Statistical Area (MSA). The
property is approximately one mile south of downtown Fishkill and twelve miles
South of Poughkeepsie. Hotel demand in the area is dominated by commercial
entities, particularly by International Business Machines (IBM) and Gap, Inc.
According to a report by a lodging industry data provider (the "Third Party
Report"), the March 2005 trailing twelve-month average for the competitive set
in occupancy, average daily room rate and RevPAR was 74.3%, $99.52 and $73.99
respectively.

The Residence Inn Orlando property is located at 7975 Canada Avenue in the city
of Orlando, in Orange County, Florida in the Orlando, FL MSA. The property is
approximately 8 miles northeast of Walt Disney World Resort. According to the
Third Party Report, the March 2005 trailing twelve-month average for the
competitive set in occupancy, average daily room rate and RevPAR was 82.0%,
$89.00 and $72.95 respectively.

The Residence Inn River Plaza is located at 1701 South University Drive in the
city of Fort Worth, in Tarrant County, Texas in the Dallas-Ft. Worth-Arlington,
TX MSA. The property is located in the northeast quadrant formed by the
intersection of South University Drive and the Trinity River. According to the
Third Party Report, the March 2005 trailing twelve-month average for the
competitive set in occupancy, average daily room rate and RevPAR was 62.8%,
$72.35 and $45.47 respectively.

The Residence Inn Tyler is located at 3303 Troup Highway in the city of Tyler,
in Smith County, Texas in the Tyler, TX Metropolitan Statistical Area (MSA).
The property is approximately 1.7 miles west of the University of Texas at
Tyler and 5.5 miles southeast of Caldwell Zoo. According to the Third Party
Report, the March 2005 trailing twelve-month average for the competitive set in
occupancy, average daily room rate and RevPAR was 60.6%, $67.30 and $40.75
respectively.

--------------
(1) As provided by the Residence Inn Hotel Portfolio 1 Borrowers.
(2) Residence Inn Hotel Portfolio 1 Properties ADR, Occupancy and RevPAR
statistics as compared to Competitive Set ADR, Occupancy and RevPAR
information obtained from a lodging industry data provider as of March 2005.
(3) Certain information obtained from third party appraisals. The appraisals
rely upon many assumptions, and no representation is made as to the accuracy
of the assumptions underlying the appraisals.
(4) Competitive set ADR, Occupancy and RevPAR statistics were obtained from a
lodging industry data provider as of March 2005.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
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--------------------------------------------------------------------------------

ESCROWS/RESERVES. The following escrows/reserves have been established with
respect to the Residence Inn Hotel Portfolio 1 Loan:

--------------------------------------------------------
ESCROWS/RESERVES
----------------

TYPE: INITIAL MONTHLY

Immediate Repairs ......... $448,021 $0
--------------------------------------------------------

Monthly Taxes and Insurance Reserves Monthly escrows for taxes, insurance
premiums and replacement reserves will be held by the property managers,
affiliates of Marriott International, Inc.

Capital Improvement Guaranty The Residence Inn Hotel Portfolio 1 Borrowers are
obligated under the loan documents to spend an amount equal to $5,357,583 on
capital improvements by December 31, 2006. Ashford Hospitality Limited
Partnership provided a guaranty for the required capital expenditures. Ashford
Hospitality Limited Partnership is obligated under the guaranty to maintain (i)
a tangible net worth equal to or not less than $100 million and (ii) liquid
assets in excess of its guaranteed obligations.

PARTIAL DEFEASANCE. The Residence Inn Hotel Portfolio 1 Borrowers may elect to
defease the Residence Inn Hotel Portfolio 1 Loan in whole or in part provided
that the conditions set forth in the loan documents are satisfied, including no
defeasance will be permitted until after the second anniversary of the creation
of the securitization trust or if any event of default under the mortgage loan
documents has occurred and is continuing.

ADDITIONAL DEBT. The Residence Inn Hotel Portfolio 1 Borrowers will not be
permitted to further encumber the property or incur additional indebtedness
while the Residence Inn Hotel Portfolio 1 Loan is outstanding, except, if the
DSCR is greater than 1.50x and the LTV based on new appraisals is not more than
70%, then the Residence Inn Hotel Portfolio 1 Borrowers may incur mezzanine
indebtedness such that the loan-to-value ratio of total indebtedness (i.e.,
Residence Inn Hotel Portfolio 1 Loan plus mezzanine loan) does not exceed 75%
and the all-in DSCR does not fall below 1.35x. In addition, in connection with
the sale of the Residence Inn Hotel Portfolio 1 Properties where the purchaser
assumes the Residence Inn Hotel Portfolio 1 Loan in accordance with the
permitted transfers provision of the loan documents, a transferring Residence
Inn Hotel Portfolio 1 Borrower or sponsor may provide mezzanine financing to
the purchaser in an amount which, when taken together with any other financing
obtained by such purchaser, does not exceed 90% of the sale price, subject to
receipt of a rating agency confirmation letter.

SUBSTITUTION PROVISIONS. Subject to the terms and conditions set forth in the
loan agreement, Residence Inn Portfolio 1 Borrower(s) may, from time to time,
replace an individual property with a qualified substitute property (a
"Property Substitution"), provided certain conditions, including the following,
are met: (a) the aggregate of (i) the allocated loan amount with respect to the
individual property to be replaced (the "Original Property"), plus (ii) the
allocated loan amounts with respect to all individual properties previously or
simultaneously replaced by Property Substitutions, shall be less than 50% of
the then-current principal balance of the loan; (b) no event of default shall
have occurred and be continuing on such date either before or after the
Property Substitution; (c) the then-current market value of any proposed
qualified substitute property ("Substitute Property"), as determined by an
appraisal acceptable to a reasonable commercial mortgage lender, shall equal or
exceed the then-current market value of the Original Property immediately prior
to the Property Substitution; (d) the net operating income of any Substitute
Property for the twelve-month period trailing the date of determination ("TTM
Period") shall equal or exceed the net operating income of the Original
Property; (e) after giving effect to the Property Substitution, the DSCR for
the aggregate portfolio shall be no less than the greater of (i) 1.39x, and
(ii) the DSCR with respect to the Residence Inn Portfolio 1 Loan for the TTM
Period; (f) each Substitute Property shall be (i) fully constructed and
operating for a minimum of 12 months, and (ii) a limited service hotel
property or full service hotel property, in each case operating under a
Marriott franchise or any other brand affiliated with the foregoing; and (g)
Residence Inn Portfolio 1 Borrower(s) shall have delivered to the lender
confirmation of each of the rating agencies assigning a rating to securities
issued in connection with the Residence Inn Portfolio 1 Loan, that the Property
Substitution will not result in the qualification, withdrawal or downgrading of
any such rating.

PROPERTY MANAGEMENT. Affiliates of Marriott are the property managers for all
the Residence Inn Hotel Portfolio 1 Properties. Marriott is a leading worldwide
hospitality company. Lodging activities, which include full-service,
select-service, extended-stay and timeshare segments, develop, operate and
franchise hotels and corporate housing properties under 13 separate brand names
in 66 countries. As of December 31, 2004, Marriott International, Inc. operates
or franchises approximately 2,632 lodging properties with 482,186 rooms.

Each management agreement shall be terminated by the applicable Borrower, at
the lender's request, following any default (beyond applicable notice and cure
periods) by the manager which permits termination of the management agreement.
In the event that the property manager elects not to renew the term of any
management agreement at the end of the initial term or any renewal term
thereof, or if any management agreement is otherwise terminated by the manager,
then the applicable borrower shall appoint a replacement manager and a
replacement hotel franchise to occupy and operate the property, each of which
shall be acceptable to the lender and the rating agencies; provided, that
Remington Lodging and Hospitality, L.P. shall be deemed an acceptable
replacement manager, and Starwood Hotels & Resorts Worldwide, Inc., Hilton
Hotels Corporation, Marriott International, Inc. or any brand of any of them
shall be deemed an acceptable replacement hotel franchise, and the approval of
any of the foregoing as manager or hotel franchise, as applicable, by lender
and the rating agencies will not be required.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
51

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

RESIDENCE INN HOTEL PORTFOLIO 2
-------------------------------

[RESIDENCE INN HOTEL PORTFOLIO 2 PHOTO OMITTED]

-----------------------------------------------------------------------
PROPERTY INFORMATION
-----------------------------------------------------------------------
Number of Mortgaged Properties 4
Location (City/State) See Table
Property Type Hospitality
Size (Rooms) 506
Percentage Occupancy as of April 30, 2005 79.3%
Year Built See Table
Year Renovated See Table
Appraised Value $58,000,000
Underwritten Occupancy 80.5%
Underwritten Revenues $15,352,160
Underwritten Total Expenses $10,034,532
Underwritten Net Operating Income (NOI) $ 5,317,628
Underwritten Net Cash Flow (NCF) $ 4,703,542

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

-----------------------------------------------------------------------
LOAN INFORMATION
-----------------------------------------------------------------------
Mortgage Loan Seller MLML
Loan Group 1
Origination Date June 17, 2005
Cut-off Date Principal Balance $43,490,000
Cut-off Date Loan Balance Per Room $85,949
Percentage of Initial Mortgage Pool Balance 2.1%
Number of Mortgage Loans 1
Type of Security (fee/leasehold) Fee/Leasehold
Mortgage Rate 5.3175%
Amortization Type IO-Balloon
IO Period (Months) 60
Original Term to Maturity/ARD (Months) 120
Original Amortization Term (Months) 300
Lockbox Hard
Cut-off Date LTV Ratio 75.0%
LTV Ratio at Maturity or ARD 67.1%
Underwritten DSCR on NOI 1.69x
Underwritten DSCR on NCF 1.49x
-----------------------------------------------------------------------

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
52

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

[MAPS OMITTED]

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
53

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

THE LOAN. The mortgage loan (the "Residence Inn Hotel Portfolio 2 Loan") is
secured by a first mortgage loan on the fee interest in three and leasehold
interest in one limited service Marriott branded (Residence Inn) hotels (each,
a "Residence Inn Hotel Portfolio 2 Property" and collectively the "Residence
Inn Hotel Portfolio 2 Properties") totaling 506 rooms. The Residence Inn Hotel
Portfolio 2 Loan represents approximately 2.1% of the initial mortgage pool
balance and approximately 2.2% of the initial loan group 1 balance.

The Residence Inn Hotel Portfolio 2 Loan was originated on June 17, 2005 and
has a principal balance as of the cut-off date of $43,490,000. The Residence
Inn Portfolio 2 Loan has a remaining term of 119 months and a scheduled
maturity date of July 1, 2015. Beginning June 17, 2005 and ending the day that
is two years after its securitization, the Residence Inn Hotel Portfolio 2 Loan
permits prepayment subject to a prepayment premium equal to the greater of
yield maintenance with United States government obligations and one percent of
principal balance. Additionally, the Residence Inn Hotel Portfolio 2 Loan
permits defeasance with United States governmental obligations beginning two
years after its securitization. The Residence Inn Hotel Portfolio 2 Loan may be
prepaid without premium on or after June 1, 2015.

THE BORROWER. The borrowers (the "Residence Inn Hotel Portfolio 2 Borrowers")
are each a single purpose entity owned and controlled indirectly by Ashford
Hospitality Limited Partnership, which is the operating partnership of Ashford
Hospitality Trust, Inc. Ashford Hospitality Trust, Inc. is a publicly traded
real estate investment trust (REIT) headquartered in Dallas, TX. The company
commenced operation and became a public REIT on August 29, 2003 and is listed
on the NYSE under the ticker "AHT". Ashford Hospitality Trust, Inc. invests in
both debt and equity investments, secured exclusively by hotel assets. As of
July 25, 2005, the company had an equity market capitalization of $488 million.
As of July 27, 2005, the company currently has equity investments in 77 hotels
totaling 12,671 rooms, mezzanine loans secured by 18 hotels totaling 5,842
rooms and a first mortgage secured by 1 hotel totaling 1,225 rooms.

THE LOCKBOX. Each of the properties is managed by an affiliate of Marriott
International, Inc. ("Marriott"). At origination, the Residence Inn Hotel
Portfolio 2 Borrowers and managers are required to deposit all rents and other
gross revenue (including credit card receivables) from the properties into a
related manager-controlled account (the "Manager Account"). Pursuant to the
applicable management agreements and related documents, the manager will apply
the funds in the Manager Account to its base management fee, applicable taxes,
insurance premiums and a capital improvements/FF&E reserve before transferring
the remaining funds to a lender-controlled account. Funds in the
lender-controlled account will be applied to payment of reserves for taxes and
insurance premiums (unless Marriott is manager of the properties and such
amounts are otherwise paid or reserved for by the manager), debt service, a
reserve for capital improvements (unless Marriott is manager of the properties
and otherwise paid or reserved for by the manager), fees of the cash management
bank, operating expenses of the applicable property (unless Marriott is manager
of the properties and otherwise paid or reserved for by the manager) and debt
service on a permitted mezzanine loan (if any).

THE PROPERTIES. The Residence Inn Hotel Portfolio 2 Loan is collateralized by 4
properties containing a total of 506 rooms. The properties are located in 4
states and will be managed by affiliates of Marriott.

The following tables present certain information relating to the Residence Inn
Hotel Portfolio 2 Properties:

<TABLE>

--------------------------------------------------------------------------------
PORTFOLIO PROPERTIES
--------------------

CUT-OFF DATE
PROPERTY ALLOCATED
PROPERTY NAME LOCATION ROOMS BALANCE

Residence Inn Sacramento ......... Sacramento, CA 176 $15,596,414
Residence Inn Wilmington ......... Newark, DE 120 $11,622,328
Residence Inn Providence ......... Warwick, RI 96 $ 8,548,034
Residence Inn Ann Arbor .......... Ann Arbor, MI 114 $ 7,723,224
--------------------------------------------------------------------------------
TOTAL ............................ 506 $43,490,000
--------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------
YEAR BUILT/
YEAR
PROPERTY NAME RENOVATED(1) BORROWER

Residence Inn Sacramento ......... 1986/2002 Ruby Sacramento Cal Expo Limited Partnership
Residence Inn Wilmington ......... 1989 Ruby Wilmington Newark Limited Partnership
Residence Inn Providence ......... 1989/2000 Ruby Providence Warwick Limited Partnership
Residence Inn Ann Arbor .......... 1985/2004 Ruby Ann Arbor Limited Partnership
------------------------------------------------------------------------------------------------
TOTAL ............................
------------------------------------------------------------------------------------------------
</TABLE>

--------------
(1) The Residence Inn Hotel Portfolio 2 Borrowers are obligated under the loan
documents to spend the following on capital improvements by December 31,
2006: (i) $289,540 for Residence Inn Sacramento; (ii) $2,715,245 for
Residence Inn Wilmington; (iii) $814,241 for Residence Inn Providence and
(iv) $825,000 for Residence Inn Ann Arbor. Ashford Hospitality Limited
Partnership provided a guaranty for the required capital expenditures.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
54

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

<TABLE>

-----------------------------------------------------------------------------------------------------------------
OPERATIONAL STATISTICS(1)
------------------------

TRAILING 12-MONTH
2003 2004 APRIL 2005 UW

Average Daily Rate (ADR) .................... $ 100.30 $ 100.78 $ 101.62 $ 101.72
Occupancy % ................................. 76.6% 78.5% 79.3% 80.5%
Revenue per Available Room (RevPAR) ......... $ 76.79 $ 79.15 $ 80.61 $ 81.86
-----------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>

----------------------------------------------------------------------------------------------------
PENETRATION INDICES(2)
----------------------

PROPERTY NAME ADR INDEX OCCUPANCY INDEX REVPAR INDEX

Residence Inn Sacramento Cal Expo ......... 114.9% 120.4% 138.4%
Residence Inn Wilmington Newark ........... 107.8% 102.2% 110.1%
Residence Inn Providence Warwick .......... 105.1% 107.3% 112.7%
Residence Inn Ann Arbor ................... 131.7% 109.1% 143.6%
----------------------------------------------------------------------------------------------------
TOTAL ..................................... 115.1% 111.1% 128.0%
----------------------------------------------------------------------------------------------------
</TABLE>

THE MARKET(2),(3),(4). The Residence Inn Sacramento property is located at 1530
Howe Avenue in the city of Sacramento, in Sacramento County, California in the
Sacramento--Arden-Arcade--Roseville, CA from the Metropolitan Statistical Area
(MSA). The property is approximately five miles from downtown Sacramento and is
less than one mile from the California Exposition & State Fair grounds.
According to a report by a lodging industry data provider (the "Third Party
Report"), the March 2005 trailing twelve-month average for the competitive set
in occupancy, average daily room rate and RevPAR was 65.8%, $85.22, and $56.03
respectively.

The Residence Inn Wilmington Newark property is located at 240 Chapman Road in
the city of Newark, in New Castle County, Delaware in the Philadelphia-Camden-
Wilmington, PA-NJ-DE-MD MSA. The property is located in the Newark/Christiana
sub-market, roughly ten miles west of Wilmington, Delaware. Additionally, it is
located two miles from the Christina Mall, four miles from the Delaware Race
Track and Slots and four miles from the University of Delaware. According to the
Third Party Report, the March 2005 trailing twelve-month average for the
competitive set in occupancy, average daily room rate and RevPAR was 71.6%,
$100.75, and $72.16 respectively.

The Residence Inn Providence property is located at 500 Kilvert Street in the
city of Warwick, in Kent County, Rhode Island in the Providence-Warwick-
Pawtucket, RI MSA. The property is approximately one mile northeast on the
Warwick and Rhode Island Malls, seven miles south of Providence and one mile
west of Providence airport. According to the Third Party Report, the March 2005
trailing twelve-month average for the competitive set in occupancy, average
daily room rate and RevPAR was 79.4%, $96.33, and $76.49 respectively.

The Residence Inn Ann Arbor property is located at 800 Victors Way in the city
of Ann Arbor, in Washtenaw County, Michigan in the Ann Arbor, MI MSA. The
property is approximately two miles south of downtown Ann Arbor and the
University of Michigan and is located 1 mile from Briarwood Mall. According to
the Third Party Report, the March 2005 trailing twelve-month average for the
competitive set in occupancy, average daily room rate and RevPAR was 73.8%,
$74.84, and $55.23 respectively.

--------------
(1) As provided by the Residence Inn Hotel Portfolio 2 Borrowers.
(2) Residence Inn Hotel Portfolio 2 Properties ADR, Occupancy and RevPAR
statistics as compared to Competitive Set ADR, Occupancy and RevPAR
information obtained from a lodging industry data provider as of March 2005.
(3) Certain information obtained from a third party appraisals. The appraisals
rely upon many assumptions, and no representation is made as to the accuracy
of the assumptions underlying the appraisals.
(4) Competitive set ADR, Occupancy and RevPAR statistics were obtained from a
lodging industry data provider as of March 2005.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
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--------------------------------------------------------------------------------

ESCROWS/RESERVES. The following escrows/reserves have been established with
respect to the Residence Inn Hotel Portfolio 2 Loan:

--------------------------------------------------------
ESCROWS/RESERVES
----------------

TYPE: INITIAL MONTHLY

Ground Rent ............... $ 13,333 $13,333
Immediate Repairs ......... $419,968 $ 0
--------------------------------------------------------

Monthly Taxes, Insurance and Replacement Reserves Monthly escrows for taxes,
insurance premiums and replacement reserves will be held by the property
managers, affiliates of Marriott International, Inc.

Capital Improvement Guaranty The Residence Inn Hotel Portfolio 2 Borrowers are
obligated under the loan documents to spend a total of $4,644,026 on capital
improvements by December 31, 2006. Ashford Hospitality Limited Partnership
provided a guaranty for the required capital expenditures. Ashford Hospitality
Limited Partnership is obligated under the guaranty to maintain (i) a tangible
net worth equal to or not less than $100 million and (ii) liquid assets in
excess of its guaranteed obligations.

PARTIAL DEFEASANCE. The Residence Inn Hotel Portfolio 2 Borrowers may elect to
defease the Residence Inn Hotel Portfolio 2 Loan in whole or in part provided
that the conditions set forth in the loan documents are satisfied, including no
defeasance will be permitted until after the second anniversary of the creation
of the securitization trust or if any event of default under the mortgage loan
documents has occurred and is continuing.

ADDITIONAL DEBT. The Residence Inn Hotel Portfolio 2 Borrowers will not be
permitted to further encumber the property or incur additional indebtedness
while the Residence Inn Hotel Portfolio 2 Loan is outstanding, except, if the
DSCR is greater than 1.50x and the LTV based on new appraisals is not more than
70%, then the Residence Inn Hotel Portfolio 2 Borrowers may incur mezzanine
indebtedness such that the loan-to-value ratio of total indebtedness (i.e.,
Residence Inn Hotel Portfolio 2 Loan plus mezzanine loan) does not exceed 75%
and the all-in DSCR does not fall below 1.35x. In addition, in connection with
the sale of the Residence Inn Hotel Portfolio 2 Properties where the purchaser
assumes the Residence Inn Hotel Portfolio 2 Loan in accordance with the
permitted transfers provision of the loan documents, a transferring Residence
Inn Hotel Portfolio 2 Borrower or sponsor may provide mezzanine financing to
the purchaser in an amount which, when taken together with any other financing
obtained by such purchaser, does not exceed 90% of the sale price, subject to
receipt of a rating agency confirmation letter.

SUBSTITUTION PROVISIONS. Subject to the terms and conditions set forth in the
loan agreement, Residence Inn Portfolio 2 Borrower(s) may, from time to time,
replace an individual property with a qualified substitute property (a
"Property Substitution"), provided certain conditions, including the following,
are met: (a) the aggregate of (i) the allocated loan amount with respect to the
individual property to be replaced (the "Original Property"), plus (ii) the
allocated loan amounts with respect to all individual properties previously or
simultaneously replaced by Property Substitutions, shall be less than 50% of
the then-current principal balance of the loan; (b) no event of default shall
have occurred and be continuing on such date either before or after the
Property Substitution; (c) the then-current market value of any proposed
qualified substitute property ("Substitute Property"), as determined by an
appraisal acceptable to a reasonable commercial mortgage lender, shall equal or
exceed the then-current market value of the Original Property immediately prior
to the Property Substitution; (d) the net operating income of any Substitute
Property for the twelve-month period trailing the date of determination ("TTM
Period") shall equal or exceed the net operating income of the Original
Property; (e) after giving effect to the Property Substitution, the DSCR for
the aggregate portfolio shall be no less than the greater of (i) 1.39x, and
(ii) the DSCR with respect to the Residence Inn Portfolio 1 Loan for the TTM
Period; (f) each Substitute Property shall be (i) fully constructed and
operating for a minimum of 12 months, and (ii) a limited service hotel
property or full service hotel property, in each case operating under a
Marriott franchise or any other brand affiliated with the foregoing; and (g)
Residence Inn Portfolio 2 Borrower(s) shall have delivered to the lender
confirmation of each of the rating agencies assigning a rating to securities
issued in connection with the Residence Inn Portfolio 2 Loan, that the Property
Substitution will not result in the qualification, withdrawal or downgrading of
any such rating.

PROPERTY MANAGEMENT. Affiliates of Marriott are the property managers for all
the Residence Inn Hotel Portfolio 2 Properties. Marriott is a leading worldwide
hospitality company. Lodging activities, which include full-service,
select-service, extended-stay and timeshare segments, develop, operate and
franchise hotels and corporate housing properties under 13 separate brand names
in 66 countries. As of December 31, 2004, Marriott International Inc. operates
or franchises approximately 2,632 lodging properties with 482,186 rooms.

Each management agreement shall be terminated by the applicable Residence Inn
Hotel Portfolio 2 Borrower, at the lender's request, following any default
(beyond applicable notice and cure periods) by the manager which permits
termination of the management agreement. In the event that Marriott
International, Inc. elects not to renew the term of any management agreement at
the end of the initial term or any renewal term thereof, or if any management
agreement is otherwise terminated by the manager, then the applicable borrower
shall appoint a replacement manager and a replacement hotel franchise to occupy
and operate the property, each of which shall be acceptable to lender and the
rating agencies; provided, that Remington Lodging and Hospitality, L.P. shall
be deemed an acceptable replacement manager, and Starwood Hotels & Resorts
Worldwide, Inc., Hilton Hotels Corporation, Marriott International, Inc. or any
brand of any of them shall be deemed an acceptable replacement hotel franchise,
and the approval of any of the foregoing as manager or hotel franchise, as
applicable, by lender and the rating agencies will not be required.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
56

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

MORGAN RV PORTFOLIO
-------------------

[MORGAN RV PORTFOLIO PHOTO OMITTED]

-----------------------------------------------------------------------
PROPERTY INFORMATION
-----------------------------------------------------------------------
Number of Mortgaged Real Properties 3
Location (City/State) See Table
Property Type Manufactured Housing
Size (Pads) 2,087
Percentage Occupancy as of May 1, 2005 100.0%(1)
Year Built See Table
Year Renovated See Table
Appraisal Value $56,200,000
# of Tenants NAP
Average Rent Per Pad $1,923.05(2)
Underwritten Occupancy 93.1%(3)
Underwritten Revenues $5,595,312
Underwritten Total Expenses $1,750,938
Underwritten Net Cash Flow (NOI) $3,844,374
Underwritten Net Cash Flow (NCF) $3,740,024

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

-----------------------------------------------------------------------
LOAN INFORMATION
-----------------------------------------------------------------------
Mortgage Loan Seller CRF
Loan Group 1
Origination Date June 10, 2005
Cut-off Date Principal Balance $41,464,994
Cut-off Date Loan Balance Per Pad $19,868
Percentage of Initial Mortgage Pool Balance 2.0%
Number of Mortgage Loans 1
Type of Security (fee/leasehold) Fee
Mortgage Rate 5.9330%
Amortization Type Balloon
IO Period (Months) 0
Original Term to Maturity/ARD (Months) 120
Original Amortization Term (Months) 360
Lockbox Soft
Cut-off Date LTV Ratio 73.8%
LTV Ratio at Maturity or ARD 62.5%
Underwritten DSCR on NOI 1.30x
Underwritten DSCR on NCF 1.26x

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

(1) The percentage occupancy is based on the number of seasonal pads rented for
the season at each property and represents 204 pads for Alpine Lake; 1,105
pads for Brennan Beach; and 161 pads for Sandy Beach. The season generally
runs from May 1st to October 15th.
(2) Average Rent per pad for the Morgan RV Portfolio is based on the number of
seasonal pads rented for the season at each property and represents 204 pads
for Alpine Lake; 1,105 pads for Brennan Beach; and 161 pads for Sandy Beach.
Seasonal units account for 27% of Alpine Lake revenue, 62% of Brennan Beach
revenue and 68% of Sandy Beach revenue.
(3) Underwritten Occupancy is based on the Underwritten Economic Occupancy.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
57

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

[MAPS OMITTED]

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
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--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Morgan RV Portfolio Loan") is evidenced by a
single promissory note secured by a first mortgage encumbering three mobile
home parks located in Contoocook, New Hampshire, Corinth, New York and Pulaski,
New York (collectively, the "Morgan RV Portfolio Properties"). The Morgan RV
Portfolio Loan represents approximately 2.0% of the initial mortgage pool
balance and approximately 2.1% of the initial loan group 1 balance.

The Morgan RV Portfolio Loan was originated on June 10, 2005, and has a
principal balance as of the cut-off date of $41,464,994. The Morgan RV
Portfolio Loan has a remaining term of 119 months and a scheduled maturity date
of July 8, 2015. The Morgan RV Portfolio Loan permits defeasance (i) in whole
or (ii) in part in connection with a release of an individual property, in each
case with non-callable government securities beginning two years after the
creation of the series 2005-CIP1 securitization trust. The Morgan RV Portfolio
may be prepaid with a prepayment premium on or after April 8, 2015.

THE BORROWERS. The "Borrowers" are (i) Alpine Lake RV Resort, LLC, (ii) Brennan
RV Resort, LLC and (iii) Sandy Beach RV Resort, LLC, each a Delaware limited
liability company and a special purpose entity. The sponsor of the Borrowers is
Robert Morgan, the founder of Morgan Management, LLC ("Morgan Management").
Robert Morgan is a real estate developer who owns and manages 70 manufactured
housing communities with over 9,500 sites. In addition, he owns and operates
several RV resorts, consisting of approximately 7,000 RV sites and is the
owner/manager of over 1,000 RV sites in the Northeast

LOCKBOX. The mortgage loan requires a soft lockbox and in-place cash
management. At origination, the Borrowers were required to establish a lockbox
account. On each business day, all funds in the lockbox account are transferred
to an account specified by the Borrowers unless a "cash management period" is
continuing, in which event all funds in the lockbox account are required to be
transferred on a daily basis to a cash management account. A "cash management
period" means (i) any "seasonality reserve period," (ii) any period commencing
upon the maturity date of the Morgan RV Portfolio Loan, (iii) any period during
which an event of default under the loan documents is continuing or (iv) any
"cash sweep period." A "seasonality reserve period" means, in each calendar
year during the loan term, December 15 through the date upon which an amount of
funds equal to the aggregate tax and insurance monthly installments, required
debt service payments and capital expenditures reserve monthly installments for
the twelve successive months commencing on the next succeeding June 1 have been
deposited into the seasonality reserve sub-account. During the twelve
successive months commencing each June 1 during the loan term, payments due
under the loan will be applied by Lender from the seasonality reserve
sub-account of the cash management to satisfy monthly tax and insurance, debt
service and capital expenditures reserve payments. A "cash sweep period" will
occur if, as of May 30 of any year, the adjusted debt service coverage ratio
for the Morgan RV Portfolio Loan is not greater than 1.20:1, and will continue
until, as of May 30 of any year thereafter, the adjusted debt service coverage
ratio is 1.35:1 or greater. Cash swept funds are deposited into a Debt Service
Payment Reserve.

THE PROPERTIES(1). The Morgan RV Portfolio Properties consist of three
recreational vehicle ("RV") resort and camping communities located in
Contoocook, NH, Saratoga, NY, and Corinth, NY. The Morgan RV Portfolio
Properties in the aggregate contain approximately 2,087 RV sites located on a
total of 424 acres.

The following table presents certain information relating to the Morgan RV
Portfolio Properties:

<TABLE>

-----------------------------------------------------------------------------------------
PORTFOLIO PROPERTIES
--------------------

YEAR BUILT/ NUMBER
PROPERTY LOCATION RENOVATED OF PADS

Alpine Lake ................ 78 Heath Road, Corinth, NY 1978/2003 500
Brennan Beach .............. 80 Brennan Beach, Pulaski, NY 1965 1,400
Sandy Beach ................ 677 Clement Hill Road,
Contoocook, NH 1960/2003 187
-----------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE ..... 2,087
-----------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------
% OF AVERAGE
TOTAL AVERAGE MARKET APPRAISED
PROPERTY PADS RENT/PAD(2) RENT/PAD(3) OCCUPANCY(4) VALUE

Alpine Lake ................ 24.0% $2,477.16 $3,487.50 100.0% $20,110,000
Brennan Beach .............. 67.1% $1,692.75 $3,037.50 100.0% $29,420,000
Sandy Beach ................

9.0% $2,801.55 $3,087.50 100.0% $6,670,000
------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE ..... 100.0% $1,923.05 $3,204.17 100.0% $56,200,000
------------------------------------------------------------------------------------------------------
</TABLE>

SANDY BEACH RV RESORT COMMUNITY. The Sandy Beach RV Resort Community is a
seasonal resort community located at 677 Clement Hill Road, Contoocook, NH. The
community was originally developed in the 1960s and underwent a utility upgrade
and modernization in 2000 to allow for full hookups at each site, including
50-amp electrical service, telephone jack, high-speed Internet and cable lines,
and new water and wastewater lines to each pad site. Typical pad sites are
approximately 2,500-3,000 square feet in size.

---------------------
(1) Certain information obtained from a third-party appraisal. The appraisal
relies upon many assumptions, and no representation is made as to the
accuracy of the assumptions underlying the appraisal.
(2) Average Rent per pad for the Morgan RV Portfolio is based on the number of
seasonal pads rented for the season at each property and represents 204 pads
for Alpine Lake; 1,105 pads for Brennan Beach; and 161 pads for Sandy Beach.
The season generally runs from May 1st to October 15th.
(3) Market Rent per pad is based on seasonal rents at competitive properties.
(4) The percentage occupancy is based on the number of seasonal pads rented for
the season at each property and represents 204 pads for Alpine Lake; 1,105
pads for Brennan Beach; and 161 pads for Sandy Beach. Seasonal units account
for 27% of Alpine Lake revenue, 62% of Brennan Beach revenue and 68% of
Sandy Beach revenue.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
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--------------------------------------------------------------------------------

The community is situated on 39 acres and contains 187 sites, of which 182 are
RV sites, three are rental cabins and two are residential dwellings. Of the 182
RV sites, there are 161 (seasonal sites, meaning they are rented out by the
season rather than by the night or week. These sites are 100% occupied for the
2005 season (which runs from May 1 to October 15).According to the management
company there is a waiting list of 30-40 families who have requested seasonal
sites and that the seasonal occupancy has been 100% since 2002. The seasonal
sites are occupied by either a tenant- or park- owned model or travel trailer
that typically is improved with landscaping and decks. The remaining 21 sites
are transient. These sites accommodate daily, weekly or monthly renters.

The Sandy Beach RV Resort Community has lake frontage and a beach along Rolfe
Pond. Resort amenities include a large gazebo, a tennis court, recreational
equipment/playground on the beach, a community store, and an on-site manager.
Two bathhouses are located in the community, one of which was recently
constructed. A laundry facility was also recently constructed.

ALPINE LAKE RV RESORT COMMUNITY. The Alpine Lake RV Resort Community is a
seasonal resort community located at 78 Heath Road, Corinth, NY. The community
was originally developed in 1978 and recently underwent a utilities update to
provide state-of-the-art, full hookup services at each of the sites. Typical
sites are pull-throughs, and all include full hookups with 30- or 50-amp
electrical service, modem and cable lines, as well as water and wastewater
lines to each site. Typical sites range in size from 2,000 square feet to
4,000 square feet.

The community is situated on 185 acres and contains 500 sites, of which 204 are
seasonal RV sites, 286 are transient RV sites, and 10 are rental cabins. The
seasonal RV sites are 100% occupied for the 2005 season (May 1 to October 15).
According to the management company there is a 150-person waiting list for the
seasonal sites2. The seasonal sites are occupied by either a tenant-or park-
owned model or travel trailer that typically is improved with landscaping and
decks. The transient sites accommodate daily, weekly or monthly renters.

The Alpine Lake RV Resort Community has a waterfront location on Alpine Lake
and encompasses a pond. Resort amenities include two in-ground pools, two
tennis court areas, a sports field, a picnic area, a community store, a
recreation building, a teen recreation center and a community clubhouse that
features a game room/arcade, bingo hall, shuffleboard court, and horseshoe
pits. There is a full-service restaurant located on the shore of the pond.
The resort offers recreational activities including rental paddle boats and
off-road motorbikes. There are several bathhouses located throughout the
community, one of which includes a laundry room. There is also a trolley that
transports visitors from the resort to Lake George. The Alpine Lake RV Resort
Community has received a five-star recreation rating from Woodall's.

BRENNAN BEACH RV RESORT COMMUNITY. The Brennan Beach RV Resort Community is a
seasonal resort community located at 80 Brennan Beach, Pulaski, NY. The
community was originally developed in the 1960's and recently underwent an
infrastructure upgrade. All sites are equipped for full hookup with 30- or
50-amp electrical service and cable lines, as well as water and wastewater
lines. Seasonal sites are approximately 2,500 square feet and transient sites
are approximately 4,000 square feet.

The community is situated on 200 acres and contains 1,400 sites, of which
approximately 1,105 are seasonal RV sites, 271 are transient RV sites and 24
rental cabins. The seasonal RV sites are 100% occupied for the 2005 season (May
1 to October 15). According to the management company there is a 200-person
waiting list for the seasonal sites. The seasonal sites are occupied by either
a tenant- or park- owned model or travel trailer that typically is improved
with landscaping and decks. The transient sites accommodate daily, weekly or
monthly renters.

The Brennan Beach RV Resort Community has a waterfront location. Amenities
include three in-ground pools, two tennis court areas, a sports field, a picnic
area, a community store and restaurant, a recreation building, a community
clubhouse featuring indoor miniature golf and game room, a shuffle board court,
and several bathhouses. The resort offers a series of shower and bathroom
buildings dispersed throughout the community as well as a laundry facility. The
Brennan Beach RV Resort Community has received a five-star recreation rating
from Woodall's.

---------------------
(2) CRF was not able to verify this information.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
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THE MARKET.(1) The Sandy Beach RV Resort Community is located approximately 14.8
miles North of the state capitol of New Hampshire, Concord, and approximately
over 78 miles from the Boston, MA area. Nearby attractions include the White
Mountains and the New Hampshire seacoast. The resort is approximately 30 miles
from the New Hampshire International Speedway in Louden (NASCAR) and
approximately 20 miles away from retail centers in Manchester.

The Alpine Lake RV Resort Community is located between Saratoga Springs and
Lake George, New York, in the Adirondack vacation area. Lake George offers
recreational activities and vacation venues including Water Slide World, Fort
William Henry, Great Escape & Splashwater Kingdom, Lake George Steamboat
Company, and Lake George Opera.Additionally, Saratoga has the oldest horse
racetrack in the U.S. Additional attractions include Saratoga's Performing
Arts Center (SPAC), Saratoga Equine Sports Center and the Albany-Saratoga
Speedway. Local attractions include health resorts, historical attractions, a
rodeo and white water rafting.

The Brennan Beach RV Resort Community is located in the village of Pulaski, NY
which is located approximately 43 miles north of Syracuse. The community
overlooks a sandy beach on the eastern shores of Lake Ontario. Local
attractions include fishing either on Lake Ontario or in nearby rivers.

ESCROWS/RESERVES. The following escrows/reserves have been established with
respect to the Morgan RV Portfolio Loan:

------------------------------------------------------------
ESCROWS/RESERVES
----------------

TYPE: INITIAL MONTHLY

Taxes ........................ $210,682 $0
Insurance .................... $62,389 $0
Immediate Repairs ............ $1,405,471 $0
Capital Expenditures ......... $104,350 $0
Seasonality Reserve .......... $2,964,344 $0
Debt Service Reserve ......... $1,482,172 $0
------------------------------------------------------------

DEBT SERVICE RESERVE. The initial deposit represents six month of debt service.
Amounts in this reserve are held as additional collateral for the Morgan RV
Portfolio Loan and will be released to the borrower under the following terms:
(a) in the even that the DSCR for the loan exceeds 1.50:1 for three succeeding
annual determinations and no event of default has occurred and is continuing,
50% of the then current balance will be released; and (b) in the event that the
DSCR for the loan exceeds 1.70:1 for any subsequent annual determination and no
event of default has occurred and is continuing, the balance of the reserve
will be released.

SEASONALITY RESERVE. The initial deposit represents 12 months of debt service.
This reserve has been established to account for the seasonal nature of
revenues at the Morgan RV Portfolio Properties. Amounts in this reserve will be
transferred monthly to the lender in an amount equal to the debt service then
due. Additionally, this reserve will be funded throughout the life of the
Morgan RV Portfolio Loan by a cash flow sweep commencing on December 15 and
continuing until amounts on deposit are sufficient to pay the debt service,
taxes, insurance, and capital expenditure reserve amount for the twelve months
commencing on the following June 15. See "Lockbox" above.

TAXES, INSURANCE AND CAPITAL EXPENDITURE RESERVE. The initial deposits
represent twelve months of escrows for these amounts. Future escrows for taxes,
insurance, and capital expenditures will be funded through the seasonality
reserve described above.

MONTHLY RESERVES/ESCROWS. Amounts for taxes, insurance, and capital
expenditures are escrowed/reserved on an ongoing basis through the seasonality
reserve described above.

RELEASE PROVISIONS. So long as no event of default under the mortgage loan is
continuing, the Morgan RV Portfolio Loan permits partial defeasance of the loan
in connection with a release of individual properties with non-callable
government securities beginning two years after the creation of the series
2005-CIP1 securitization trust, in an amount equal to the greater of (i) 125%
of the allocated loan amount of the property to be defeased, (ii) in the event
that such partial defeasance is in connection with the sale of the property to
be defeased to a third party unaffiliated with the Borrowers or its sponsor, in
an arm's-length transaction pursuant to the permitted transfer provisions of
the loan documents, an amount equal to 85% of the gross sales price to be paid
by or on behalf of such transferee for purchase of such property, and (iii) an
amount which causes the adjusted debt service coverage ratio with respect to
the undefeased portion of the Morgan RV Portfolio Loan to be at least 1.35:1.
The conditions for partial defeasance include payment by the Borrowers of all
reasonable fees and expenses associated with the partial defeasance, and
written confirmation from the relevant rating agencies that such partial
defeasance will not result in any withdrawal, qualification or downgrade the
then-applicable rating on any security issued in connection with the Morgan RV
Portfolio Loan.
---------------------
(1) Certain information obtained from a third-party appraisal. The appraisal
relies upon many assumptions, and no representation is made as to the
accuracy of the assumptions underlying the appraisal.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
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--------------------------------------------------------------------------------

TRANSFER. The Borrowers are currently seeking to transfer their interests in
and to the Morgan RV Portfolio Properties to a third party transferee comprised
of affiliates of Equity Lifestyle Properties, Inc. In connection with such
transfer, the transferee will assume the Borrowers' rights and obligations in
connection with the Morgan RV Portfolio Loan. The transfer is structured as a
"reverse 1031 exchange" whereby the original Borrowers will transfer title to
the Morgan RV Portfolio Properties to a new borrower (comprised of three
entities satisfying the special-purpose entity requirements of the loan
documents) of which 100% is owned by a third party 1031 exchange accommodator.
The new borrow will simultaneously lease the Morgan RV Portfolio Properties to
another entity satisfying the special-purpose entity requirements and
affiliated with Equity Lifestyle Properties, Inc. to operate and manage the
Morgan RV Portfolio Properties. The new borrower and the operating lessee will
provide a fee and leasehold mortgage of their interests in the property as
security for the Morgan RV Portfolio Loan. In addition, MHC Operating Limited
Partnership ("MHC"), an Illinois limited partnership, an affiliate of Equity
Lifestyle Properties, Inc., will provide a recourse guaranty and environmental
indemnity in connection with the Morgan RV Portfolio Loan. At or prior to the
expiration of a time period to accommodate the tax-deferred exchange, 100% of
the membership interest in the new borrower will be transferred to MHC, and
upon such transfer the operating lease, by its terms, will terminate. In
connection with the foregoing transaction, MHC has made a loan to the new
borrower (owned by the third party accommodator) in an amount equal to
sufficient to enable the new borrower to purchase the Mortgage RV Properties.
Such loan is evidenced by a promissory note, which is unsecured and by its
terms is subject and subordinate to the Morgan RV Portfolio Loan. The new
borrower's obligations under the promissory note shall be fully discharged upon
conveyance of the membership interests in the new borrower to MHC.

According to Equity Lifestyle Properties, Inc.'s December 31, 2004 10-K (filed
on March 31, 2005), Sam Zell is chairman of the board of four publicly traded
real estate companies: Equity Office Properties Trust (NYSE:EOP), Equity
Residential (NYSE:EQR), Equity Lifestyle Properties, Inc. (NYSE:ELS), and
Capital Trust (NYSE:CT). Equity Lifestyle Properties, Inc. (NYSE:ELS), a
publicly traded REIT since 1993, has been in business for over 25 years. As of
December 31, 2004, the company owned or had an ownership interest in a
portfolio of 275 properties located in 25 states and British Columbia
containing 101,231 residential sites. The company employs approximately 1,500
employees with 2004 revenue of $353.0M (up 30.2%. from 2003).

PROPERTY MANAGEMENT. Morgan Management, LLC is the property manager for the
Morgan RV Properties. Morgan Management has developed manufactured housing
communities in Maine, Massachusetts, Florida, New York, Ohio and Pennsylvania.
Morgan Management's investment portfolio includes 200,000 square feet of retail
space, 600,000 square feet of office/industrial complexes and several apartment
buildings. Robert Morgan has more than 25 years of experience in the housing
and development industry.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
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--------------------------------------------------------------------------------

SAN ANTONIO PORTFOLIO
---------------------

[SAN ANTONIO PORTFOLIO PHOTO OMITTED]

----------------------------------------------------------------------
PROPERTY INFORMATION
----------------------------------------------------------------------
Number of Mortgaged Real Properties 10
Location (City/State) Various, Texas
Property Type Mixed Use
Size (Square Feet) 498,919
Percentage Occupancy as of various Occupancy Dates 94.0%
Year Built See Table
Year Renovated See Table
Appraisal Value $51,910,000
# of Tenants 132
Average Rent Per Square Foot $11.21
Underwritten Occupancy 90.5%
Underwritten Revenues $6,717,022
Underwritten Total Expenses $2,423,397
Underwritten Net Cash Flow (NOI) $4,293,625
Underwritten Net Cash Flow (NCF) $3,927,275

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

----------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
----------------------------------------------------------------------
Mortgage Loan Seller MLML
Loan Group 1
Origination Date June 23, 2005
Cut-off Date Principal Balance $39,800,000
Cut-off Date Loan Balance Per SF/Unit $80
Percentage of Initial Mortgage Pool Balance 1.9%
Number of Mortgage Loans 1
Type of Security (fee/leasehold) Fee
Mortgage Rate 5.6780%
Amortization Type IO-Balloon
IO Period (Months) 36
Original Term to Maturity/ARD (Months) 120
Original Amortization Term (Months) 360
Lockbox Hard
Cut-off Date LTV Ratio 76.7%
LTV Ratio at Maturity or ARD 68.8%
Underwritten DSCR on NOI 1.55x
Underwritten DSCR on NCF 1.42x
----------------------------------------------------------------------

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
63

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

[MAP OMITTED]

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
64

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

THE LOAN. The mortgage loan (the "San Antonio Portfolio Loan") is evidenced by
a single promissory note secured by a first mortgage encumbering 9 retail
properties and 1 self storage property (the San Antonio Portfolio Properties")
located in the state of Texas. The San Antonio Portfolio Loan represents
approximately 1.9% of the initial mortgage pool balance and approximately 2.0%
of the initial loan group 1 balance.

The San Antonio Portfolio Loan was originated on June 23, 2005 and has a
principal balance as of the cut-off date of $39,800,000. The San Antonio
Portfolio Loan has a remaining term of 119 months and a scheduled maturity date
of July 1, 2015. The San Antonio Portfolio Loan may be prepaid on or after May
1, 2015 and permits defeasance with United States government obligations
beginning two years after the creation of the securitization trust.

THE BORROWERS. The borrowers, Countryside Plaza, Ltd., Southwest Junction,
Ltd., and B&M Real Estate, Ltd., (the "San Antonio Portfolio Borrowers") are
each a Texas limited partnership. The general partner of Countryside Plaza,
Ltd. is KLMR-LRB Countryside, L.L.C., a Delaware limited liability company
which owns a 1.08% general partnership interest in Countryside Plaza, Ltd.
Larry R. Baumgardner and KLMR, Inc. each own a 50% membership interest in
KLMR-LRB Countryside, L.L.C. KLMR, Inc. is wholly owned by Maychild, Ltd.
Maychild, Ltd. is wholly owned by various members of the Mays family. The
98.92% limited partnership interests in Countryside Plaza Ltd. are owned
indirectly by Larry R. Baumgardner (14.013%) and Carole Baumgardner (13.197%)
and directly by Maychild, Ltd. (71.71%). The general partner of Southwest
Junction, Ltd. is KLMR-LRB Southwest, L.L.C., a Delaware limited liability
company which owns a 1.08% general partnership interest in Southwest Junction,
Ltd. Larry R. Baumgardner and KLMR, Inc. each own a 50% membership interest in
KLMR-LRB Southwest, L.L.C. The 98.92% limited partnership interests in
Southwest Junction, Ltd. are owned indirectly by Larry R. Baumgardner (14.013%)
and Carole Baumgardner (13.197) and directly by Maychild, Ltd. (71.71%). The
general partner of B&M Real Estate, Ltd. is B&M Delaware, L.L.C., a Delaware
limited liability company which owns a 1.08% general partnership interest in
B&M Real Estate, Ltd. LRB Properties, Inc. and KLMR, Inc. each own a 50%
membership interest in B&M Delaware, L.L.C. The 98.92% limited partnership
interests in B&M Real Estate, Ltd. are directly owned by Larry R. Baumgardner
(27.21%) and Maychild, Ltd. (71.71%).

Larry R. Baumgardner and Randall T. Mays, serve as the indemnitors for the San
Antonio Portfolio Loan. Randall T. Mays is Executive Vice President and Chief
Financial Officer of Clear Channel Worldwide. Clear Channel Worldwide currently
owns over 1200 radio stations, 36 television stations, over 770,000 outdoor
advertising displays and the LIVE entertainment company. Mr. Baumgardner is the
principal of Dominion Advisory Group a diversified, full service, corporate
real estate services firm based in San Antonio, Texas, formed in 1993, as well
as an integrated group of related companies.

LOCKBOX. The San Antonio Portfolio Loan requires a hard lockbox and cash
management. The loan documents require the San Antonio Portfolio Borrowers to
direct the tenants (with the exception of the Bulverde Mini Storage Property)
to deposit all rents and other revenue from the San Antonio Portfolio
Properties directly into the clearing account. With respect to the Bulverde
Mini-Storage Property only, the San Antonio Portfolio Borrowers (i) shall not
be required to send tenant direction letters to the tenants at the Bulverde
Mini -Storage Property and (ii) shall collect or cause the manager to collect
all of the rents for the Bulverde Mini-Storage Property and deposit them into
the clearing account within one (1) business day of receipt. Each business day,
all funds in the clearing account are transferred to a cash management account.
Provided no event of default is continuing, funds in the cash management
account are applied to fund tax and insurance reserve accounts, pay monthly
debt service, fund replacement reserves, tenant improvement and leasing
commission reserves, and pay all costs and expenses incurred by the cash
management bank in connection with administering the cash management account
and, following a Cash Management Period (defined below), operating expenses and
extraordinary expenses for the applicable month. Prior to the occurrence of a
Cash Management Period, all funds remaining in the cash management account
(after deposits for the items referred to in the immediately preceding
sentence) shall be disbursed to an account specified by the San Antonio
Portfolio Borrowers and upon the occurrence and during the continuance of a
Cash Management Period, all funds remaining in the cash management account
(after deposits for the items referred to in the immediately preceding
sentence) shall be deposited into the excess cash reserve account and held by
the lender as additional collateral for the San Antonio Portfolio Loan

"Cash Management Period" shall mean the period (a) commencing on the date upon
which the debt service coverage ratio for the San Antonio Portfolio Properties,
as reasonably determined by the lender, for the immediately preceding three
month period is less than 1.15 to 1.00, and ending on the date the debt service
coverage ratio equals or exceeds 1.15 to 1.00 for the immediately preceding
three month period or (b) commencing on the date upon which an event of default
occurs and ending on the date that such event of default is cured.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
65

MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

THE PROPERTIES.

The following table presents certain information regarding the San Antonio
Portfolio Properties:

<TABLE>

--------------------------------------------------------------------------------
PORTFOLIO PROPERTIES
--------------------

YEAR BUILT/ SQUARE
PROPERTY LOCATION RENOVATED FEET

1310 SW Military Drive ........ San Antonio, TX 1983 13,732
Bulverde Market Center ........ Bulverde, TX 1997 11,400
Countryside Plaza ............. San Antonio, TX 1981/1991 88,169
Ingram Place .................. San Antonio, TX 1978 55,773
Sonterra Place ................ San Antonio, TX 2004 12,000
SW Junction I & II ............ San Antonio, TX 1984/2001 163,908
Village at Ingram Park ........ San Antonio, TX 1975/2001 58,979
West Plaza .................... San Antonio, TX 1984 10,964
Windcrest Shopping Center ..... San Antonio, TX 1971 42,869
Bulverde Mini-Storage ......... Bulverde, TX 1997 41,125
--------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE ........ 498,919
--------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------
% OF TOTAL APPRAISED
PROPERTY UNITS OCCUPANCY PRIMARY TENANT VALUE

1310 SW Military Drive ........ 2.8% 100.0% Diversions Game Room, Inc. $ 1,600,000
Bulverde Market Center ........ 2.3% 89.5% Dr. Sykes DDS $ 1,110,000
Countryside Plaza ............. 17.7% 96.4% Office Depot $12,100,000
Ingram Place .................. 11.2% 79.6% US Army, Navy, Air Force $ 5,500,000
Sonterra Place ................ 2.4% 100.0% Buffet King $ 3,850,000
SW Junction I & II ............ 32.9% 99.2% Academy $13,800,000
Village at Ingram Park ........ 11.8% 95.4% Schoolocker $ 7,200,000
West Plaza .................... 2.2% 89.5% Bridgeway Bible Church $ 1,100,000
Windcrest Shopping Center ..... 8.6% 95.3% China Harbor $ 3,900,000
Bulverde Mini-Storage ......... 8.2% 83.1% $ 1,750,000
------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE ........ 100.0% 94.0% $51,910,000
------------------------------------------------------------------------------------------------------
</TABLE>

The following table presents certain information relating to the major tenants
at the San Antonio Portfolio Properties:

<TABLE>

---------------------------------------------------------------------------------------------------------------------------------
TENANT(1)
---------

CREDIT RATINGS SQUARE % OF BASE RENT LEASE
TENANT NAME PARENT COMPANY (FITCH/MOODY'S) FEET GLA PER SQUARE FOOT EXPIRATION

Academy ............................. NR/NR 59,418 13.0% $ 5.00 8/31/2017
Office Depot of Texas, L.P. ......... Office Depot, Inc. NR/Baa3 27,910 6.1% $ 7.62 3/31/2009
Fallas Paredes.. .................... NR/NR 22,500 4.9% $ 5.00 5/31/2008
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

---------------------
(1) Information obtained from the San Antonio Portfolio Borrowers' rent roll
except credit ratings.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
66

MERRILL LYNCH MORTGAGE TRUST 2005-CIP1

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-CIP1
--------------------------------------------------------------------------------

The following table presents certain information relating to the lease rollover
schedule at the San Antonio Portfolio Properties:

<TABLE>

--------------------------------------------------------------------------------
LEASE ROLLOVER SCHEDULE(1),(2)
------------------------------

NUMBER SQUARE % OF
OF LEASES FEET GLA BASE RENT
YEAR EXPIRING EXPIRING EXPIRING EXPIRING

Vacant ............... NAP 22,994 5.0% NAP
Month-to-Month ....... 8 16,638 3.6% $ 120,202
2005 ................. 5 18,742 4.1% $ 189,324
2006 ................. 18 32,081 7.0% $ 478,975
2007 ................. 28 52,071 11.4% $ 714,333
2008 ................. 37 89,986 19.7% $ 953,895
2009 ................. 12 49,757 10.9% $ 455,957
2010 ................. 8 21,859 4.8% $ 251,589
2011 ................. 1 5000 1.1% $ 118,750
2012 ................. 5 24,022 5.2% $ 378,224
2013 ................. 2 15,244 3.3% $ 200,573
2014 ................. 1 1,845 0.4% $ 9,299
2015 ................. 1 14,000 3.1% $ 100,800
Thereafter ........... 6 93,555 20.4% $ 901,989
--------------------------------------------------------------------------------
TOTAL ................ 132 457,794 100.0% $4,873,909
--------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------
% OF BASE CUMULATIVE CUMULATIVE CUMULATIVE CUMULATIVE %
RENT SQUARE FEET % OF GLA BASE RENT OF BASE RENT
YEAR EXPIRING EXPIRING EXPIRING EXPIRING EXPIRING

Vacant ............... NAP 22,994 5.0% NAP NAP
Month-to-Month ....... 2.5% 39,632 8.7% $ 120,202 2.5%
2005 ................. 3.9% 58,374 12.8% $ 309,526 6.4%
2006 ................. 9.8% 90,455 19.8% $ 788,501 16.2%
2007 ................. 14.7% 142,526 31.1% $1,502,835 30.8%
2008 ................. 19.6% 232,512 50.8% $2,456,729 50.4%
2009 ................. 9.4% 282,269 61.7% $2,912,686 59.8%
2010 ................. 5.2% 304,128 66.4% $3,164,275 64.9%
2011 ................. 2.4% 309,128 67.5% $3,283,025 67.4%
2012 ................. 7.8% 333,150 72.8% $3,661,248 75.1%
2013 ................. 4.1% 348,394 76.1% $3,861,821 79.2%
2014 ................. 0.2% 350,239 76.5% $3,871,120 79.4%
2015 ................. 2.1% 364,239 79.6% $3,971,920 81.5%
Thereafter ........... 18.5% 457,794 100.0% $4,873,909 100.0%
------------------------------------------------------------------------------------------------
TOTAL ................ 100.0% 457,794 100.0% $4,873,909 100.0%
------------------------------------------------------------------------------------------------
</TABLE>

THE MARKET.(3) The San Antonio Portfolio Properties are located in and around
San Antonio, Texas. The San Antonio metropolitan statistical area (MSA) consists
of Bexar, Comal, Guadalupe, and Wilson Counties, which cover more than 3,338
square miles in South Central Texas. The city of San Antonio, which is located
in Bexar County, is the dominant regional influence (the County seat is in the
city and it contains most of the MSA's residents). The estimated population of
the city of San Antonio grew from 941,700 in 1990 to 1,720,900 in November 2004.

ESCROWS. The following escrow/reserve accounts have been established with
respect to the San Antonio Portfolio Loan:

----------------------------------------------------------------
ESCROWS / RESERVES
------------------

TYPE: INITIAL MONTHLY
Taxes ............................. $428,835 $71,473
Insurance ......................... $ 48,048 $13,155
Engineering ....................... $ 30,860 $ 0
Capital Expenditures .............. $ 0 $ 6,236
Rollover Reserve .................. $ 0 $12,500
Tenant Estoppel Reserve ........... $ 25,000 $ 0
----------------------------------------------------------------

Monthly Rollover Reserve. The monthly deposits will be suspended once the
account balance reaches $150,000.00.

PARTIAL DEFEASANCE. The San Antonio Portfolio Borrowers may elect to defease
the San Antonio Portfolio Loan in whole or in part provided that the conditions
set forth in the loan documents are satisfied, including no defeasance will be
permitted until after the second anniversary of the creation of the
securitization trust or if any event of default under the mortgage loan
documents has occurred and is continuing.

ADDITIONAL DEBT: The San Antonio Portfolio Loan permits future mezzanine debt
up to $3,000,000 to be secured by partnership interests in the San Antonio
Portfolio Borrowers. This subordinate debt will be subject to a maximum
loan-to-value of 85% and a debt service coverage ratio of no less than 1.20x.

PROPERTY MANAGEMENT. The properties will be managed by Dominion Advisory Group,
Inc., an affiliate of the San Antonio Portfolio Borrowers. Mr. Larry
Baumgardner is the principal of Dominion Advisory Group a diversified, full
service, corporate real estate services firm based in San Antonio, Texas formed
in 1993, as well as an integrated group of related companies. Dominion Advisory
Group, Inc. has represented clients including Office Depot, Bank of America,
Dollar General, Home Depot, Petco, Clear Channel Communication, Wells Fargo
Bank, Target Stores, as well as many others. The firm's inventory is generally
in excess of one million square feet of space.

---------------------
(1) Information obtained from the San Antonio Portfolio Borrowers' rent roll.
(2) The Lease Rollover Schedule for San Antonio Portfolio Loan does not include
Bulverde Mini-Storage square footage.
(3) Certain information obtained from a third party appraisal. The appraisal
relies on many assumptions, and no representation is made as to the accuracy
of the assumptions underlying the appraisal.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Countrywide Securities Corporation, IXIS
Securities North America Inc., PNC Capital Markets, Inc. or Wachovia Capital
Markets, LLC (collectively, the "Underwriters") is soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The
information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected herein. The Underwriters make
no representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of
this material may, from time to time, have long or short positions in, and buy
and sell, the securities mentioned herein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including all cases where this material does not
pertain to securities that are utlimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing in this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. Any information in this material,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded in its entirety by the information contained in
any final prospectus and prospectus supplement for any securities actually sold
to you. This material is furnished solely by the Underwriters and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not
responsible for the accuracy of this material and has not authorized the
dissemination of this material. The Underwriters are acting as underwriters and
not acting as agents for the issuer in connection with the proposed
transaction.
67