Securities Law & Instruments

Headnote

MRRS- Variance of previously issued decision document granting relieffrom the independent underwriter requirement to reflect changein name of securities proposed to be issued.

ApplicableOntario Statutory Provisions

SecuritiesAct, R.S.O. 1990, c.S.5, as am., section 144.

INTHE MATTER OF

THECANADIAN SECURITIES LEGISLATION

OFONTARIO, BRITISH COLUMBIA, ALBERTA, QUÉBEC

AND NEWFOUNDLAND AND LABRADOR


AND


INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM FOR

EXEMPTIVERELIEF APPLICATIONS


AND


INTHE MATTER OF

MERRILLLYNCH FINANCIAL ASSETS INC.

(formerlyMERRILL LYNCH MORTGAGE LOANS INC.)

ANDMERRILL LYNCH CANADA INC.

MRRSDECISION DOCUMENT

WHEREAS the local securities regulatory authority orregulator (the "Decision Maker") in each of Ontario, BritishColumbia, Alberta, Québec and Newfoundland and Labrador(the "Jurisdictions") received an application from Merrill LynchFinancial Assets Inc. (formerly Merrill Lynch Mortgage LoansInc.) (the "Issuer") and Merrill Lynch Canada Inc. ("ML Canada")(the Issuer and ML Canada are collectively referred to hereinas the "Filer") for a decision pursuant to the securities legislationof the Jurisdictions (the "Legislation") varying the decisionof the Decision Makers dated September 27, 2001 entitled "Inthe Matter of Merrill Lynch Financial Assets Inc. (formerlyMerrill Lynch Mortgage Loans Inc.) and Merrill Lynch CanadaInc." (the "Original Decision Document"), which provided thatthe provision contained in the Legislation mandating independentunderwriter involvement shall not apply to ML Canada and theIssuer in respect of the proposed offering of Commercial MortgagePass-Through Certificates, Series 2001-BC2P;

ANDWHEREAS capitalized terms used herein shall have thesame meaning as in the Original Decision Document, unless otherwisedefined;

ANDWHEREAS pursuant to the Mutual Reliance Review Systemfor Exemptive Relief Applications (the "MRRS") the Ontario SecuritiesCommission is the principal regulator for this Application;

ANDWHEREAS it has been represented by the Filers to theDecision Makers that:

1.the Issuer was incorporated under the laws of Canada on March13, 1995; effective March 15, 2001, the Issuer changed its namefrom Merrill Lynch Mortgage Loans Inc. to Merrill Lynch FinancialAssets Inc.; the head office of the Issuer is located in Toronto,Ontario;

2.the Issuer has been a "reporting issuer" pursuant to the securitieslegislation in certain of the provinces of Canada for over 12calendar months;

3.the Original Decision Document granted the Filers' relief fromcertain provisions of the Legislation mandating independent underwriterinvolvement in respect of the Issuer's offering of CommercialMortgage Pass-Through Certificates, Series 2001-BC2P;

4.the Issuer has changed the name of the certificates from "CommercialMortgage Pass-Through Certificates, Series 2001-BC2P" to "CommercialMortgage Pass-Through Certificates, Series 2002-BC2P" due to thefact that it is anticipated that such certificates will be issuedin the year 2002, rather than 2001;

5.such certificates will retain all other attributes set out inthe Original Decision Document;

ANDWHEREAS pursuant to the MRRS this Decision Document evidencesthe decision of each Decision Maker (collectively, the "Decision");

ANDWHEREAS each of the Decision Makers is satisfied thatthe test contained in the Legislation that provides the DecisionMaker with the jurisdiction to make the Decision has been met;

THEDECISION of the Decision Makers pursuant to the Legislationis that the Original Decision Document is varied to delete allreferences to "Commercial Mortgage Pass-Through Certificates,Series 2001-BC2P" and to replace such words with "Commercial MortgagePass-Through Certificates, Series 2002-BC2P".

February15, 2002.

"H.Lorne Morphy"       "Mary Theresa McLeod"