The transaction is subject to receipt of rating agency affirmations and certain other conditions. It is expected to close by year end. The operation is expected to be integrated at the end of the first quarter in 2006.

The transaction expands Key's commercial mortgage servicing portfolio from $45 billion to more than $70 billion. Key will acquire the master and primary servicing rights, as well as the special servicing rights to a limited number of securitizations on which ORIX is the named special servicer. Key expects to retain all ORIX employees associated with the servicing operation.

This acquisition positions KeyBank Real Estate Capital (KBREC) as one of the top five commercial mortgage loan servicers in the United States. At June 30, 2005, ORIX was the nation's eleventh-largest commercial mortgage servicer. It has been recognized consistently as a highly rated CMBS master, primary and special servicer since entering the business in 1994. The company services fixed-rate and floating-rate securitized commercial loans.

ORIX is a subsidiary of Dallas-based ORIX USA Corporation, a diversified commercial financial services company. ORIX USA Corporation is the US subsidiary of ORIX Corporation, a publicly owned, Tokyo-based international financial services company listed on the Tokyo and New York (NYSE: IX) stock exchanges.

Acquisitions have played an important role in KBREC's growth strategy, the nation's third-largest commercial real estate lender. Earlier this year, KBREC expanded its FHA lending capacity by acquiring Dallas-based Malone Mortgage, a move that elevated the lender to the top-10 FHA servicers in the U.S.

"The acquisition of ORIX's servicing business enables us to continue our expansion in commercial mortgage servicing," said E.J. Burke, executive vice president and head of KBREC. "Our excellence in loan servicing drives significant revenue to our origination groups, so all of Key benefits either directly or indirectly from this expansion of our servicing operations and portfolio. We're pleased to welcome the experienced and well-respected team from ORIX and see them as a strategic component of our future growth."

Jim Thompson, CEO of ORIX USA Corporation added, "ORIX USA has been increasing its emphasis on its corporate finance activities over the past several years. While loan servicing was one of ORIX's original strategic businesses in the U.S. and was very profitable, ORIX believes that the business will have better growth prospects if it is associated with the full- service real estate practice at Key. The transaction with Key is a great fit for both sides, and Key's commitment to the ORIX employees was an important factor in this decision."