Securities Law & Instruments

Headnote

Mutual Reliance Review System - variation ofprevious order - previous order provided that issuer of asset-backedsecurities exempt from the requirement to prepare, file anddeliver interim and annual financial statements and annual informationcirculars or, where applicable, annual reports in lieu of aninformation circular subject to conditions, including the requirementto prepare, file and deliver monthly and annual reports regardingperformance of pools of securities assets - previous order limitedto specified offerings of securities of issuer - previous ordervaried to accommodate additional offerings of securities

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.,s. 144.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ONTARIO, BRITISH COLUMBIA,ALBERTA,

NEWFOUNDLAND AND LABRADOR,NOVA SCOTIA

AND SASKATCHEWAN

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

MERRILL LYNCH FINANCIAL ASSETSINC.

AND MERRILL LYNCH CANADA INC.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Ontario, British Columbia, Alberta, Newfoundland and Labrador,Nova Scotia and Saskatchewan (the "Jurisdictions")issued on November 30, 2000 a decision (the "Merrill Decision")pursuant to the securities legislation of the Jurisdictions(the "Legislation"), that provisions of the Legislationconcerning the preparation, filing and delivery of interim andannual financial statements and the annual filing of a formby a reporting issuer shall not apply to Merrill Lynch MortgageLoans Inc., subsequently renamed Merrill Lynch Financial AssetsInc. (the "Issuer"), and Merrill Lynch Canada Inc.("ML Canada", and together with the Issuer, the "Applicants")in connection with certain offerings of commercial mortgagepass-through certificates specified in the Merrill Decision;

AND WHEREAS the Merrill Decision contemplatesthat the Issuer will from time to time issue additional certificatesin connection with similar asset-backed securities transactions,and will periodically apply for a variation of the terms ofthe Merrill Decision to extend the relief granted thereby tosuch additional certificates;

AND WHEREAS on September 17, 2001 theDecision Makers issued a decision pursuant to the Legislationwhich extended the scope of the Merrill Decision to cover theoffering of Commercial Mortgage Pass-Through Certificates, Series2001 - LBC and the offering of Commercial Mortgage Pass-ThroughCertificates, Series 2001 - Canada 5, and made certain otheramendments to the Merrill Decision;

AND WHEREAS the Issuer has now completedfive additional offerings of certificates and is seeking a variationof the Merrill Decision so as to extend the relief granted inthe Merrill Decision to such additional certificates;

AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the "MRRS")the Ontario Securities Commission is the principal regulatorfor this Application;

AND WHEREAS the Issuer and ML Canadahave represented to the Decision Makers as follows:

1. Effective March 15, 2001 Merrill LynchMortgage Loans Inc. changed its name to Merrill Lynch FinancialAssets Inc.

2. The Merrill Decision contemplates the periodicapplication by the Issuer for a variation of the terms ofthe Merrill Decision to extend the relief granted therebyto such additional offerings. The Merrill Decision contemplatesthe extension of such relief to such additional offeringsby means of periodic amendment to the defined term "AdditionalCertificates", which is defined to mean such certificatesor classes of certificates as are listed in the schedule tothe Merrill Decision (the "Schedule").

3. On November 22, 2001 the Issuer filed ashort form prospectus and on November 27, 2001 the Issuerfiled a prospectus supplement with each of the Canadian provincialsecurities regulatory authorities for the issuance of $236,954,000(initial certificate balance) of commercial mortgage pass-throughcertificates evidencing co-ownership interests in a pool of40 conventional, fixed rate mortgage loans, designated asCommercial Mortgage Pass-Through Certificates, Series 2001-Canada6 (the "C-6 Certificates").

4. On February 5, 2002 the Issuer filed ashort form prospectus and on February 5, 2002 the Issuer fileda prospectus supplement with each of the Canadian provincialsecurities regulatory authorities for the issuance of $100,000,000(initial certificate balance) of commercial mortgage pass-throughcertificates evidencing co-ownership interests in a pool oftwo mortgage loans, designated as Commercial Mortgage Pass-ThroughCertificates, Series 2002-BC2P (the "BC2P Certificates").

5. On May 3, 2002 the Issuer filed a shortform prospectus and on May 8, 2002 the Issuer filed a prospectussupplement with each of the Canadian provincial securitiesregulatory authorities for the issuance of $256,100,000 (initialcertificate balance) of commercial mortgage pass-through certificatesevidencing co-ownership interests in a pool of 49 conventional,fixed rate mortgage loans, designated as Commercial MortgagePass-Through Certificates, Series 2002-Canada 7 (the "C-7Certificates").

6. On May 10, 2002 the Issuer filed a shortform prospectus with each of the Canadian provincial securitiesregulatory authorities for the issuance of $223,879,000 (initialcertificate balance) of co-ownership certificates evidencingco-ownership interests in a pool of automobile loans, designatedas AmeriCredit Canada Automobile Receivables Co-OwnershipCertificates, Series 2002-A (the "AmeriCredit Certificates").

7. On November 15, 2002 the Issuer filed ashort form prospectus and on November 20, 2002 the Issuerfiled a prospectus supplement with each of the Canadian provincialsecurities regulatory authorities for the issuance of $423,830,000(initial certificate balance) of commercial mortgage pass-throughcertificates evidencing co-ownership interests in a pool of70 conventional, fixed rate mortgage loans, designated asCommercial Mortgage Pass-Through Certificates, Series 2002- Canada 8 (the "C-8 Certificates").

8. In order for the Issuer to continue tobe permitted the continuous disclosure relief which was grantedin the Merrill Decision, the Applicants request that the MerrillDecision be amended to include a reference to the C-6 Certificates,BC2P Certificates, the C-7 Certificates, the AmeriCredit Certificatesand the C-8 Certificates.

9. Except as noted in representation 1 ofthis Decision Document, all of the factual statements concerningthe Applicants that are contained in the Merrill Decisionremain true as of the date hereof.

AND WHEREAS pursuant to the MRRS thisDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION OF THE DECISION MAKERS pursuantto the Legislation is that the Schedule to the Merrill Decisionshall be amended by the insertion of the following paragraphs:

"3. $236,954,000 (initial certificatebalance) of commercial mortgage pass-through certificatesevidencing co-ownership interests in a pool of 40 conventional,fixed rate mortgage loans, designated as Commercial MortgagePass-Through Certificates, Series 2001-Canada 6".

"4. $100,000,000 (initial certificatebalance) of commercial mortgage pass-through certificatesevidencing co-ownership interests in a pool of two mortgageloans, designated as Commercial Mortgage Pass-Through Certificates,Series 2002-BC2P".

"5. $256,100,000 (initial certificatebalance) of commercial mortgage pass-through certificatesevidencing co-ownership interests in a pool of 49 conventional,fixed rate mortgage loans, designated as Commercial MortgagePass-Through Certificates, Series 2002-Canada 7".

"6. $223,879,000 (initial certificatebalance) of co-ownership certificates evidencing co-ownershipinterests in a pool of automobile loans designated as AmeriCreditCanada Automobile Receivables Co-Ownership Certificates,Series 2002-A".

"7. $423,830,000 (initial certificatebalance) of commercial mortgage pass-through certificatesevidencing co-ownership interests in a pool of 70 conventional,fixed rate mortgage loans, designated as Commercial MortgagePass-Through Certificates, Series 2002 - Canada 8".

January 7, 2003.

"Robert W. Korthals"                    "MaryTheresa McLeod"