EX-99.1 2 file002.htm STRUCTURAL AND COLLATERAL TERM SHEET

[MERRILL LYNCH LOGO OMITTED] [JPMORGAN LOGO OMITTED] [KEYBANK LOGO OMITTED]

STRUCTURAL AND COLLATERAL TERM SHEET

$771,123,000 (APPROXIMATE)

MERRILL LYNCH MORTGAGE TRUST 2004-KEY2
Issuer

Commercial Mortgage Pass-Through Certificates, Series 2004-KEY2
Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C, Class D
and Class E

MERRILL LYNCH MORTGAGE INVESTORS, INC.
Depositor

MERRILL LYNCH MORTGAGE LENDING, INC.
JPMORGAN CHASE BANK
KEYBANK NATIONAL ASSOCIATION
Mortgage Loan Sellers

KEYCORP REAL ESTATE CAPITAL MARKETS, INC.
Master Servicer and Special Servicer

LASALLE BANK NATIONAL ASSOCIATION

Trustee

ABN AMRO BANK N.V.
Fiscal Agent

SEPTEMBER 7, 2004

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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. JPMORGAN

KEYBANC CAPITAL MARKETS DEUTSCHE BANK SECURITIES

MERRILL LYNCH MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

STRUCTURAL OVERVIEW
--------------------------------------------------------------------------------

OFFERED CERTIFICATES

APPROX.
INITIAL APPROX. PERCENTAGE
EXPECTED RATINGS CERTIFICATE TOTAL INITIAL OF INITIAL WEIGHTED PRINCIPAL ASSUMED FINAL
----------------- PRINCIPAL BALANCE OR CREDIT MORTGAGE AVERAGE WINDOW DISTRIBUTION RATE
CLASS FITCH MOODY'S NOTIONAL AMOUNT (1) SUPPORT POOL BALANCE LIFE (YEARS)(2) (MON./YR.)(2) DATE(2) TYPE
====================================================================================================================================

A-1 AAA Aaa $ 59,000,000 14.000% 5.238% 2.506 10/04-05/09 5/12/09 (3)
------------------------------------------------------------------------------------------------------------------------------------
A-2 AAA Aaa $193,737,000 14.000% 17.198% 5.292 05/09-09/10 9/12/10 (3)
------------------------------------------------------------------------------------------------------------------------------------
A-3 AAA Aaa $ 92,126,000 14.000% 8.178% 7.635 09/10-04/14 4/12/14 (3)
------------------------------------------------------------------------------------------------------------------------------------
A-4 AAA Aaa $355,854,000 14.000% 31.590% 9.820 04/14-09/14 9/12/14 (3)
------------------------------------------------------------------------------------------------------------------------------------
B AA Aa2 $ 26,754,000 11.625% 2.375% 9.953 09/14-09/14 9/12/14 (3)
------------------------------------------------------------------------------------------------------------------------------------
C AA- Aa3 $ 8,449,000 10.875% 0.750% 9.953 09/14-09/14 9/12/14 (3)
------------------------------------------------------------------------------------------------------------------------------------
D A A2 $ 22,530,000 8.875% 2.000% 9.953 09/14-09/14 9/12/14 (3)
------------------------------------------------------------------------------------------------------------------------------------
E A- A3 $ 12,673,000 7.750% 1.125% 9.953 09/14-09/14 9/12/14 (3)
------------------------------------------------------------------------------------------------------------------------------------

NON-OFFERED CERTIFICATES

APPROX.
INITIAL APPROX. PERCENTAGE
EXPECTED RATINGS CERTIFICATE TOTAL INITIAL OF INITIAL WEIGHTED PRINCIPAL ASSUMED FINAL
------------------- PRINCIPAL BALANCE OR CREDIT MORTGAGE AVERAGE LIFE WINDOW DISTRIBUTION RATE
CLASS FITCH MOODY'S NOTIONAL AMOUNT(1) SUPPORT POOL BALANCE (YEARS)(2) (MON./YR.)(2) DATE(2) TYPE
====================================================================================================================================

A-1A (4) (4) $268,059,000 14.000% 23.796% (4) (4) (4) (3)
------------------------------------------------------------------------------------------------------------------------------------
F (4) (4) $ 15,489,000 6.375% 1.375% (4) (4) (4) (3)
------------------------------------------------------------------------------------------------------------------------------------
G (4) (4) $ 11,265,000 5.375% 1.000% (4) (4) (4) (3)
------------------------------------------------------------------------------------------------------------------------------------
H (4) (4) $ 15,489,000 4.000% 1.375% (4) (4) (4) (3)
------------------------------------------------------------------------------------------------------------------------------------
J (4) (4) $ 7,040,000 3.375% 0.625% (4) (4) (4) (3)
------------------------------------------------------------------------------------------------------------------------------------
K (4) (4) $ 5,633,000 2.875% 0.500% (4) (4) (4) (3)
------------------------------------------------------------------------------------------------------------------------------------
L (4) (4) $ 4,224,000 2.500% 0.375% (4) (4) (4) (3)
------------------------------------------------------------------------------------------------------------------------------------
M (4) (4) $ 2,816,000 2.250% 0.250% (4) (4) (4) (3)
------------------------------------------------------------------------------------------------------------------------------------
N (4) (4) $ 2,817,000 2.000% 0.250% (4) (4) (4) (3)
------------------------------------------------------------------------------------------------------------------------------------
P (4) (4) $ 5,632,000 1.500% 0.500% (4) (4) (4) (3)
------------------------------------------------------------------------------------------------------------------------------------
Q (4) (4) $ 16,897,734 N/A 1.500% (4) (4) (4) (3)
------------------------------------------------------------------------------------------------------------------------------------
XC (4) (4) $ (5) N/A N/A (4) (4) (4) Variable
------------------------------------------------------------------------------------------------------------------------------------
XP (4) (4) $ (5) N/A N/A (4) (4) (4) Variable
------------------------------------------------------------------------------------------------------------------------------------
DA N/A N/A $ 410,000 N/A N/A (6) (6) (6) (6)
------------------------------------------------------------------------------------------------------------------------------------

(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 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, class A-2, class A-3, class
A-4, class A-1A, class B, class C, class D, class E, class F, class G,
class H, class J, class K, class L, class M, class N, class P and
class 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 year consisting of twelve 30-day months)
less a specified percentage.

(4) Not offered pursuant to the prospectus and prospectus supplement. Any
information provided herein regarding the terms of these certificates
is provided only to enhance your understanding of the offered
certificates.

(5) The class XC and class XP certificates will not have a certificate
balance 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.

The class R-I, class R-II, class Z and class DA certificates are not
offered by the prospectus supplement or represented in the table
above. Any information provided herein regarding the terms of those
certificates is provided only to enhance your understanding of the
offered certificates and the overall transaction.

(6) Class DA is entitled to payments on the B note from Dearbrook Apts
Loan. The B note is not pooled with other loans in the trust. It is
not offered.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

STRUCTURAL REPRESENTATION(1)
--------------------------------------------------------------------------------

[GRAPHIC OMITTED]

Month 0 6 12 18 24 30 36 42 48 54 60 66 72 78 84 Maturity

Class A-1 AAA/Aaa $59.0mm
Class A-2 AAA/Aaa $193.7mm
Class A-3 AAA/Aaa $92.1mm
Class A-1A AAA/Aaa $268.1mm
Class A-4 AAA/Aaa $355.9mm
Class B AA/Aa2 $26.8mm
Class C AA-/Aa3 $8.4mm
Class D A/A2 $22.5mm
Class E A-/A3 $12.7mm
Class F BBB+/Baa1 $15.5mm
Class G BBB/Baa2 $11.3mm
Class H BBB-/Baa3 $15.5mm
Class J BB+/Ba1 $7.0mm
Class K BB/Ba2 $5.6mm
Class L BB-/Ba3 $4.2mm
Classes M-Q B+/B1 to NR $28.2mm

[ ] XC + XP IO [ ] XC(2) [ ] XP(3)
Strip Notional Notional

Note: Classes not drawn to scale.
---------------------------------

(1) The structural representation is depicted as of the cut-off date.

(2) The total notional amount of all the class XC Certificates will equal the
total principal balance of the class A-1, A-2, A-3, A-4, A-1A, B, C, D, E,
F, G, H, J, K, L, M, N, P and Q Certificates.

(3) The interest rate for the class XP certificates will equal the weighted
average of the class XP strip rates. The class XP strip rates relate to and
accrue on the following components:

a) from the initial distribution date through and including the
distribution date in March 2005, components corresponding to a portion
of each of the class A-1 and A-1A certificates and the certificate
balances of the class A-2 through L certificates;

b) during the period following the distribution date in March 2005
through and including the distribution date in September 2005,
components corresponding to a portion of each of the class A-1 and
A-1A certificates and the certificate balances of the class A-2
through L certificates;

c) during the period following the distribution date in September 2005
through and including the distribution date in March 2006, components
corresponding to a portion of each of the class A-1 and A-1A
certificates and the certificate balances of the class A-2 through L
certificates;

d) during the period following the distribution date in March 2006
through and including the distribution date in September 2006,
components corresponding to a portion of each of the class A-1 and
A-1A certificates and the certificate balances of the class A-2
through L certificates;

e) during the period following the distribution date in September 2006
through and including the distribution date in March 2007, components
corresponding to a portion of each of the class A-2, A-1A and K
certificates and the certificate balances of the class A-3 through J
certificates;

f) during the period following the distribution date in March 2007
through and including the distribution date in September 2007,
components corresponding to a portion of each of the class A-2, A-1A
and J certificates and the certificate balances of the class A-3
through H certificates;

g) during the period following the distribution date in September 2007
through and including the distribution date in March 2008, components
corresponding to a portion of each of the class A-2, A-1A and H
certificates and the certificate balances of the class A-3 through G
certificates;

h) during the period following the distribution date in March 2008
through and including the distribution date in September 2008,
components corresponding to a portion of each of the class A-2, A-1A
and G certificates and the certificate balances of the class A-3
through F certificates;

i) during the period following the distribution date in September 2008
through and including the distribution date in March 2009, components
corresponding to a portion of each of the class A-2, A-1A and F
certificates and the certificate balances of the class A-3 through E
certificates;

j) during the period following the distribution date in March 2009
through and including the distribution date in September 2009,
components corresponding to a portion of each of the class A-2, A-1A
and F certificates and the certificate balances of the class A-3
through E certificates;

k) during the period following the distribution date in September 2009
through and including the distribution date in March 2010, components
corresponding to a portion of each of the class A-3, A-1A and E
certificates and the certificate balances of the class A-4 through D
certificates;

l) during the period following the distribution date in March 2010
through and including the distribution date in September 2010,
components corresponding to a portion of each of the class A-3, A-1A
and E certificates and the certificate balances of the class A-4
through D certificates;

m) during the period following the distribution date in September 2010
through and including the distribution date in March 2011, components
corresponding to a portion of each of the class A-4, A-1A and D
certificates and the certificate balances of the class B and C
certificates;

n) during the period following the distribution date in March 2011
through and including the distribution date in September 2011,
components corresponding to a portion of each of the class A-4, A-1A
and D certificates and the certificate balances of the class B and C
certificates;

After the distribution date in September 2011, the class XP strip rates will
all be 0% per annum. The pass-through rate of the class of the class XC
certificates will equal the weighted average of the XC strip rates as further
described in the prospectus supplement.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------
TRANSACTION TERMS
--------------------------------------------------------------------------------
NOTE: CAPITALIZED TERMS USED BUT NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS
ASCRIBED TO THEM IN THE PROSPECTUS SUPPLEMENT.

ISSUE TYPE Sequential pay REMIC. Class A-1, A-2, A-3, A-4, B, C, D and E
certificates are offered publicly. All other certificates
will be privately placed to qualified institutional buyers or
to 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 September 2004
or, with respect to those mortgage loans that were originated
in August 2004, if any, and have their first payment date in
October 2004, September 1, 2004 or, with respect to those
mortgage loans, if any, that were originated in September
2004 and have their first payment due date in November 2004,
the date 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 119 mortgage loans with an
aggregate initial mortgage pool balance of $1,126,484,734,
subject to a variance of plus or minus 5.0%. The mortgage
loans are secured by mortgaged real properties located
throughout 35 states and the District of Columbia.

LOAN GROUPS For purposes of making distributions to the class A-1, A-2,
A-3, 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 101 mortgage
loans, representing approximately 76.2% of the initial
mortgage pool balance and loan group 2 will consist of 18
mortgage loans, representing approximately 23.8% of the
initial mortgage pool balance. Loan group 2 will include
approximately 95.4% of all the mortgage loans secured by
multifamily properties and approximately 70.9% of all the
mortgage loans secured by manufactured housing community
properties.

ISSUER Merrill Lynch Mortgage Trust 2004-KEY2

DEPOSITOR Merrill Lynch Mortgage Investors, Inc.

MORTGAGE LOAN Merrill Lynch Mortgage Lending, Inc (MLML) ...... 54.8% of initial mortgage pool balance
SELLERS JPMorgan Chase Bank (JPMCB) ..................... 25.7% of initial mortgage pool balance
KeyBank National Association (KEY) .............. 19.5% of initial mortgage pool balance

UNDERWRITERS Merrill Lynch, Pierce, Fenner & Smith Incorporated
J.P. Morgan Securities Inc.
KeyBanc Capital Markets, a Division of McDonald Investments Inc.
Deutsche Bank Securities Inc.

TRUSTEE LaSalle Bank National Association

FISCAL AGENT ABN AMRO Bank N.V.

MASTER SERVICER KeyCorp Real Estate Capital Markets, Inc.

SPECIAL SERVICER KeyCorp Real Estate Capital Markets, Inc.

RATING AGENCIES Fitch, Inc.
Moody's Investors Service, Inc.

DENOMINATIONS $25,000 minimum for the offered certificates.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

CLOSING DATE On or about September 29, 2004.

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

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

DISTRIBUTION DATE The 12th day of each month or, if the 12th day is not a
business day, on the next succeeding business day,
beginning in October 2004.

INTEREST Each class of offered certificates will be entitled on each
DISTRIBUTIONS distribution date to interest accrued during the prior
calendar month at its pass-through rate for such
distribution date on the outstanding certificate balance of
such class immediately prior to such distribution date.
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 designations, except that the
class A-1, A-2, A-3, A-4, A-1A, XC and XP are pari passu in
entitlement to interest. In general, payments of interest
in respect of the class A-1, A-2, A-3 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 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 without regard to loan
groups.

PRINCIPAL Except as described below, principal will be distributed on
DISTRIBUTIONS each distribution date, to the extent of available funds,
to the most senior class of sequential pay certificates
outstanding until its certificate balance is reduced to
zero. To the extent of available funds, payments of
principal are generally made (i) to the class A-1, A-2, A-3
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. Following
retirement of the class A-1, A-2, A-3, A-4 and A-1A
certificates, to the extent of available funds, amounts
distributable as principal will be distributed on each
distribution date to the class 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. If, due to losses, the
certificate balances of the class B through class Q
certificates are reduced to zero, payments of principal to
the class A-1, class A-2, class A-3, class A-4 and class
A-1A certificates will be made on a pro rata basis without
regard to loan groups.

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 and B certificates, in that order, and then, pro
rata to the class A-1, A-2, A-3, A-4 and A-1A certificates.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

CLASS DA The class DA certificates, which will have a $410,000
initial certificate balance, represent a subordinate
interest in the Deerbrook Apartments loan. Notwithstanding
the discussion above, the class DA certificates are the
first loss piece with respect to that loan, but no other,
and will entitle holders to receive principal payments once
the principal balance of the senior interest in that loan
(which is being pooled with the other mortgage loans) is
paid in full.

PREPAYMENT Any prepayment premiums or yield maintenance charges
PREMIUMS AND collected will be distributed to certificateholders on the
YIELD MAINTENANCE distribution date following the collection period in which
CHARGES the prepayment occurred. On each distribution date, the
holders of each class of offered certificates and of the
class F, G, H and A-1A 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 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 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 the
total principal distribution amount for that distribution
date; provided that, if the A-4 and A-1A classes were both
outstanding as of the commencement of business on such
distribution date, then the number in clause (c) shall 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 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.

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 XC
certificates.

ADVANCES The master servicer and, if it fails to do so, the trustee
(or the fiscal agent on its behalf), 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.

APPRAISAL If any of certain adverse events or circumstances described
REDUCTIONS in the prospectus supplement occur or exist with respect to
any mortgage loan or the mortgaged real property for that
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 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.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

OPTIONAL The master servicer, the special servicer and certain
TERMINATION certificateholders will have the option 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-4, B, C, D
and E certificates are reduced to zero, all of the
remaining 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 The class of sequential pay certificates (other than the
CLASS class DA certificates) (a) which bears the latest
alphabetical class designation and (b) the certificate
balance of which is greater than 25% of its original
certificate balance; provided, however, that if no such
class of sequential pay certificates satisfies clause (b)
above, the controlling class will be the outstanding class
of sequential pay certificates (other than the class DA
certificates) bearing the latest alphabetical class
designation. The holders 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.

ERISA The offered certificates are expected to be ERISA eligible.

SMMEA The class A-1, A-2, A-3, A-4, B and C certificates will and
the class D and E certificates will not be
"mortgage-related securities" for the purposes of the
Secondary Mortgage Market Enhancement Act of 1984.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

CONTACTS

MERRILL LYNCH & CO. JPMORGAN
John Mulligan Brian Baker
(212) 449-3860 (Phone) (212) 834-3813 (Phone)
(212) 738-1491 (Fax) (212) 834-6598 (Fax)

Rich Sigg Glenn Riis
(212) 449-3860 (Phone) (212) 834-3813 (Phone)
(212) 738-1491 (Fax) (212) 834-6598 (Fax)

David Rodgers Andrew Taylor
(212) 449-3611 (Phone) (212) 834-3813 (Phone)
(212) 449-3658 (Fax) (212) 834-6598 (Fax)

KEYBANC CAPITAL MARKETS DEUTSCHE BANK SECURITIES INC.
Joe Chinnici Scott Waynebern
(216) 689-0281 (Phone) (212) 250-5149 (Phone)
(216) 689-4233 (Fax) (212) 797-5630 (Fax)

Audrey Saccardi Lainie Kaye
(216) 689-0302 (Phone) (212) 250-5270 (Phone)
(216) 689-0950 (Fax) (212) 797-4488 (Fax)

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

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 and statistical data concerning the mortgage loans is
approximate. For mortgage loans secured by multiple properties, the cut-off
date balance is allocated based on the allocated loan balance specified in the
related loan documents or, to the extent not specified in the related loan
documents, it is allocated based on either (i) an individual property's
appraised value as a percentage of the total appraised value of all the
properties, including the subject individual property, securing the same
mortgage loan or (ii) an individual property's underwritten net operating
income as a percentage of the total net operating income of all the properties,
including the subject individual property, securing the same mortgage loan. All
weighted average information regarding the mortgage loans reflects the
weighting of the mortgage loans based on their scheduled principal balances as
of the cut-off date. All information presented herein (including loan-to-value
ratios and debt service coverage ratios) with respect to the mortgage loans
with companion loans is calculated without regard to the companion loans, and
all information presented herein (including loan-to-value ratios and debt
service coverage ratios) with respect to the Deerbrook Apartments loan is
calculated without regard to the portion of that loan evidenced by the class DA
certificates. Unless otherwise indicated, all figures presented and all
percentages represent the indicated percentage of the aggregate principal
balance of the pool of mortgage loans, the mortgage loans in loan group 1 or
the mortgage loans in loan group 2, as of the cut-off date. Original and
remaining term to stated maturity and loan-to-value ratio at maturity
information with respect to mortgage loans that have anticipated repayment
dates are presented using the anticipated repayment dates instead of the stated
maturity dates.

GENERAL CHARACTERISTICS
--------------------------------------------------------------------------------

ALL MORTGAGE LOAN LOAN
LOANS GROUP 1 GROUP 2

Initial mortgage pool/loan group balance .................................... $1,126,484,734 $858,425,264 $268,059,470
Number of mortgage loans .................................................... 119 101 18
Number of mortgaged real properties ......................................... 177 147 30
Percentage of investment-grade, shadow rated loans
(loan no. 1)1 .............................................................. 8.1% 10.6% 0.0%
Average cut-off date principal balance ...................................... $ 9,466,258 $ 8,499,260 $ 14,892,193
Largest cut-off date principal balance ...................................... $ 91,096,748 $ 91,096,748 $ 46,000,000
Smallest cut-off date principal balance ..................................... $ 1,195,000 $ 1,195,000 $ 2,992,232
Weighted average mortgage interest rate ..................................... 5.7184% 5.8302% 5.3603%
Highest mortgage interest rate .............................................. 6.7600% 6.7600% 6.3500%
Lowest mortgage interest rate ............................................... 4.7000% 4.7270% 4.7000%
Number of cross-collateralized mortgage loans ............................... 12 10 2
Cross-collateralized mortgage loans as a percentage of initial mortgage
pool/loan group balance .................................................... 11.5% 8.1% 22.5%
Number of multi-property mortgage loans ..................................... 9 7 2
Multi-property mortgage loans as a percentage of initial mortgage
pool/loan group balance .................................................... 17.5% 15.9% 22.5%
Weighted average underwritten debt service coverage ratio ................... 1.42x 1.45x 1.34x
Highest underwritten debt service coverage ratio2 ........................... 1.94x 1.94x 1.57x
Lowest underwritten debt service coverage ratio2 ............................ 1.15x 1.15x 1.19x
Weighted average cut-off date loan-to-value ratio2 .......................... 71.6% 70.3% 75.9%
Highest cut-off date loan-to-value ratio .................................... 81.7% 81.7% 79.9%
Lowest cut-off date loan-to-value ratio ..................................... 40.4% 40.4% 42.0%
Weighted average original term to maturity or anticipated repayment date
(months) ................................................................... 108 110 100
Longest original term to maturity or anticipated repayment date (months) .... 240 240 180
Shortest original term to maturity or anticipated repayment date (months) ... 60 60 60
Weighted average remaining term to maturity or anticipated repayment
date (months) .............................................................. 106 109 97
Longest remaining term to maturity or anticipated repayment date
(months) ................................................................... 240 240 172
Shortest remaining term to maturity or anticipated repayment date
(months) ................................................................... 54 57 54

---------------------
(1) It has been confirmed by Fitch, Inc. and Moody's Investors Service, Inc.,
in accordance with their respective methodologies, that these mortgage
loans, in the context of their inclusion in the series 2004-KEY2 trust
fund, have credit characteristics consistent with investment-grade rated
obligations.

(2) In the case of two (2) mortgage loans (loan numbers 3 and 49), the debt
service coverage ratio was calculated by applying a $3,250,000 letter of
credit and $140,000 holdback, respectively, in reduction of the cut-off
date principal balance of those mortgage loans.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

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

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

% OF INITIAL MORTGAGE POOL BALANCE BY PROPERTY TYPE
------------------------------------------------------------------------------------------------------------------------------------
% OF INITIAL
MORTGAGE POOL MANUFACTURED MIXED SELF
STATE BALANCE RETAIL OFFICE MULTIFAMILY HOUSING USE HOSPITALITY STORAGE INDUSTRIAL
------------------------------------------------------------------------------------------------------------------------------------

California ......... 20.2 7.9 3.9 5.6 -- -- -- 1.3 1.5
Southern .......... 17.6 6.3 3.9 5.6 -- -- -- 1.2 0.7
Northern .......... 2.6 1.6 -- -- -- -- -- 0.1 0.9
Florida ............ 12.5 3.4 -- 6.8 1.1 -- -- 1.2 --
Minnesota .......... 8.4 8.1 0.4 -- -- -- -- -- --
Texas .............. 6.3 4.0 -- 0.6 0.9 0.5 -- 0.1 0.2
New York ........... 5.2 0.2 0.7 -- 1.2 1.4 1.4 0.1 0.2
Michigan ........... 4.8 1.7 0.2 1.7 0.9 0.3 -- -- --
Georgia ............ 4.4 -- 1.4 -- 0.1 -- 2.3 0.1 0.4
Colorado ........... 3.6 2.1 -- -- -- -- 1.6 -- --
Pennsylvania ....... 3.4 -- -- 1.9 -- -- 1.1 -- 0.4
Arizona ............ 3.0 2.8 0.1 -- -- -- -- 0.1 --
Dist. of Columbia... 3.0 -- 3.0 -- -- -- -- -- --
New Jersey ......... 2.9 -- 2.1 -- -- -- -- 0.7 --
Ohio ............... 2.8 1.6 -- 0.3 -- -- 0.6 0.2 --
Illinois ........... 2.2 1.5 0.3 -- -- -- -- 0.1 0.2
North Carolina ..... 1.9 1.1 0.7 -- -- -- -- 0.1 --
Virginia ........... 1.8 0.3 0.1 -- -- -- 1.2 0.2 --
Utah ............... 1.8 -- -- -- 1.8 -- -- -- --
Tennessee .......... 1.7 0.6 -- -- 0.2 -- -- 0.9 --
Washington ......... 1.7 0.3 -- 1.4 -- -- -- -- --
Rhode Island ....... 1.5 -- -- -- -- -- 1.5 -- --
New Hampshire ...... 1.2 -- 1.2 -- -- -- -- -- --
Kentucky ........... 0.7 -- -- 0.7 -- -- -- -- --
Maryland ........... 0.7 -- 0.3 -- -- -- -- -- 0.4
Alabama ............ 0.6 -- -- -- 0.6 -- -- 0.1 --
Iowa ............... 0.6 -- -- -- 0.6 -- -- -- --
Massachusetts ...... 0.5 -- -- -- -- -- -- 0.5 --
Nevada ............. 0.5 0.4 -- -- -- -- -- 0.1 --
Mississippi ........ 0.5 0.3 -- -- -- -- -- 0.2 --
Indiana ............ 0.3 -- -- -- -- -- -- -- 0.3
Missouri ........... 0.3 -- -- 0.3 -- -- -- -- --
Oklahoma ........... 0.3 -- -- -- -- -- -- 0.2 0.1
Oregon ............. 0.2 0.2 -- -- -- -- -- -- --
South Carolina ..... 0.2 -- -- -- -- -- 0.2 -- --
Delaware ........... 0.1 -- -- -- 0.1 -- -- -- --
Maine .............. 0.1 -- -- -- -- -- -- 0.1 --
Wyoming ............ 0.1 -- -- -- 0.1 -- -- -- --
----- ---- ---- ---- --- --- --- --- ---
Total .............. 100.0% 36.5% 14.4% 19.3% 7.6% 2.2% 9.8% 6.3% 3.9%
----- ---- ---- ---- --- --- --- --- ---

---------------------
(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, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

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

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

Interest-only Loans .............................. 1 $ 24,600,000 2.2%
Single Tenant .................................... 12 37,740,166 3.4
Loans (greater than) 50% Single Tenant ......... 29 159,433,626 14.2
Current Secondary Debt ........................... 11 213,877,944 19.0
Future Secondary Debt Permitted .................. 14 159,531,571 14.2
Lockbox .......................................... 40 618,622,614 54.9
Escrow Types(1)
TI/LC(2) ........................................ 40 266,103,086 41.4
Real Estate Tax ................................. 82 872,170,480 77.4
Insurance ....................................... 68 749,770,231 66.6
Replacement Reserves ............................ 76 833,713,657 74.0

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

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

Interest-only Loans .............................. 1 $ 24,600,000 2.9%
Single Tenant .................................... 12 37,740,166 4.4
Loans (greater than) 50% Single Tenant ......... 29 159,433,626 18.6
Current Secondary Debt ........................... 8 176,346,649 20.5
Future Secondary Debt Permitted .................. 12 127,862,097 14.9
Lockbox .......................................... 33 470,650,913 54.8
Escrow Types(1)
TI/LC(2) ........................................ 40 266,103,086 41.4
Real Estate Tax ................................. 66 616,953,796 71.9
Insurance ....................................... 55 532,992,043 62.1
Replacement Reserves ............................ 61 585,185,469 68.2

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

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

Interest-only Loans .............................. 0 $ 0 0.0%
Single Tenant .................................... 0 0 0.0
Loans (greater than) 50% Single Tenant ......... 0 0 0.0
Current Secondary Debt ........................... 3 37,531,296 14.0
Future Secondary Debt Permitted .................. 2 31,669,474 11.8
Lockbox .......................................... 7 147,971,701 55.2
Escrow Types(1)
TI/LC(2)......................................... 0 0 0.0
Real Estate Tax ................................. 16 255,216,684 95.2
Insurance ....................................... 13 216,778,188 80.9
Replacement Reserves ............................ 15 248,528,188 92.7

---------------------
(1) Does not include mortgage loans with upfront reserves.

(2) TI/LC escrows are expressed as a percentage of only the mortgage loans
secured by Office, Retail, Mixed Use and Industrial properties.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

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

-------------------------------------------------------------------
CUT-OFF DATE BALANCE ($)
-------------------------------------------------------------------
RANGE OF # OF AGGREGATE
CUT-OFF DATE MORTGAGE CUT-OFF DATE % OF
BALANCES LOANS BALANCE ($) POOL
-------------------------------------------------------------------
$1,195,000 - 2,999,999 33 73,034,865 6.5%
3,000,000 - 3,999,999 15 52,092,829 4.6
4,000,000 - 4,999,999 14 63,133,298 5.6
5,000,000 - 5,999,999 6 32,811,432 2.9
6,000,000 - 6,999,999 5 31,806,788 2.8
7,000,000 - 7,999,999 3 23,170,547 2.1
8,000,000 - 9,999,999 11 99,587,826 8.8
10,000,000 - 12,999,999 7 77,200,564 6.9
13,000,000 - 19,999,999 10 159,407,912 14.2
20,000,000 - 49,999,999 13 359,486,386 31.9
50,000,000 - 91,096,748 2 154,752,288 13.7
-------------------------------------------------------------------
TOTAL: 119 $1,126,484,734 100.0%
-------------------------------------------------------------------
Min: $1,195,000 Max: $91,096,748 Average: $9,466,258
-------------------------------------------------------------------

-----------------------------------------------------------
ORIGINAL TERM TO STATED MATURITY/ARD (MOS)
-----------------------------------------------------------
# OF AGGREGATE
RANGE OF MORTGAGE CUT-OFF DATE % OF
ORIGINAL TERMS LOANS BALANCE ($) POOL
-----------------------------------------------------------
60 - 60 6 157,786,127 14.0%
61 - 84 9 179,382,802 15.9
85 - 120 88 731,050,581 64.9
121 - 240 16 58,265,224 5.2
-----------------------------------------------------------
TOTAL: 119 $1,126,484,734 100.0%
-----------------------------------------------------------
Min: 60 mos. Max: 240 mos. Wtd. Avg.: 108 mos.
-----------------------------------------------------------

-----------------------------------------------------------
REMAINING TERM TO STATED MATURITY/ARD (MOS)
-----------------------------------------------------------
RANGE OF # OF AGGREGATE
REMAINING MORTGAGE CUT-OFF DATE % OF
TERMS LOANS BALANCE ($) POOL
-----------------------------------------------------------
54 - 84 15 337,168,929 29.9%
85 - 119 59 487,079,581 43.2
120 - 240 45 302,236,224 26.8
-----------------------------------------------------------
TOTAL: 119 $1,126,484,734 100.0%
-----------------------------------------------------------
Min: 54 mos. Max: 240 mos. Wtd. Avg.: 106 mos.
-----------------------------------------------------------

-------------------------------------------------------------
CUT-OFF DATE LOAN-TO-VALUE RATIO (%)
-------------------------------------------------------------
RANGE OF # OF AGGREGATE
CUT-OFF DATE MORTGAGE CUT-OFF DATE % OF
LTV RATIOS LOANS BALANCE ($) POOL
-------------------------------------------------------------
40.40 - 49.99 3 10,384,906 0.9%
50.00 - 59.99 10 81,344,936 7.2
60.00 - 64.99 10 193,306,847 17.2
65.00 - 69.99 16 148,530,609 13.2
70.00 - 74.99 30 142,763,433 12.7
75.00 - 81.70 50 550,154,003 48.8
-------------------------------------------------------------
TOTAL: 119 $1,126,484,734 100.0%
-------------------------------------------------------------
Min: 40.40% Max: 81.70% Wtd. Average: 71.60%
-------------------------------------------------------------

------------------------------------------------------------
ORIGINAL AMORTIZATION TERM (MOS)
------------------------------------------------------------
RANGE OF ORIGINAL # OF AGGREGATE
AMORTIZATION MORTGAGE CUT-OFF DATE % OF
TERMS LOANS BALANCE ($) POOL
------------------------------------------------------------
Interest Only 1 24,600,000 2.2%
120 - 299 9 41,191,129 3.7
300 - 329 28 241,790,297 21.5
330 - 360 81 818,903,309 72.7
------------------------------------------------------------
TOTAL: 119 $1,126,484,734 100.0%
------------------------------------------------------------
Min: 120 mos. Max: 360 mos. Wtd. Avg.: 342 mos.(2)
------------------------------------------------------------

-----------------------------------------------------------
REMAINING AMORTIZATION TERM (MOS)
-----------------------------------------------------------
RANGE OF
REMAINING # OF AGGREGATE
AMORTIZATION MORTGAGE CUT-OFF DATE % OF
TERMS LOANS BALANCE ($) POOL
-----------------------------------------------------------
Interest Only 1 24,600,000 2.2%
119 - 120 1 1,292,120 0.1
121 - 360 117 1,100,592,615 97.7
-----------------------------------------------------------
TOTAL: 119 $1,126,484,734 100.0%
-----------------------------------------------------------
Min: 119 mos Max: 360 mos. Wtd. Avg.: 340 mos.(2)
-----------------------------------------------------------

------------------------------------------------------------
LOAN-TO-VALUE RATIO AT MATURITY/ARD (%)
------------------------------------------------------------
RANGE OF # OF AGGREGATE
MATURITY/ARD MORTGAGE CUT-OFF DATE % OF
LTV RATIOS LOANS BALANCE ($) POOL
------------------------------------------------------------
Fully Amortizing 8 24,808,967 2.2%
17.90 - 49.99 15 131,480,252 11.7
50.00 - 54.99 12 103,448,386 9.2
55.00 - 59.99 14 136,885,120 12.2
60.00 - 62.49 13 125,384,454 11.1
62.50 - 64.99 15 72,590,166 6.4
65.00 - 67.49 22 285,569,629 25.4
67.50 - 69.99 11 92,976,645 8.3
70.00 - 76.60 9 153,341,114 13.6
------------------------------------------------------------
TOTAL: 119 $1,126,484,734 100.0%
------------------------------------------------------------
Min: 17.90% Max: 76.60% Wtd. Avg.: 61.78%(1)
------------------------------------------------------------

-----------------------------------------------------------
DEBT SERVICE COVERAGE RATIO (X)
-----------------------------------------------------------
# OF AGGREGATE
MORTGAGE CUT-OFF DATE % OF
RANGE OF DSCRS LOANS BALANCE ($) POOL
-----------------------------------------------------------
1.15 - 1.19 2 10,363,945 0.9%
1.20 - 1.24 15 127,572,663 11.3
1.25 - 1.29 19 166,268,157 14.8
1.30 - 1.34 26 206,112,707 18.3
1.35 - 1.39 14 105,225,274 9.3
1.40 - 1.44 15 81,693,969 7.3
1.45 - 1.49 9 78,549,092 7.0
1.50 - 1.59 8 134,503,119 11.9
1.60 - 1.94 11 216,195,809 19.2
-----------------------------------------------------------
TOTAL: 119 $1,126,484,734 100.0%
-----------------------------------------------------------
Min: 1.15x Max: 1.94x Wtd. Avg.: 1.42x
-----------------------------------------------------------

-------------------------------------------------------------
MORTGAGE RATE (%)
-------------------------------------------------------------
# OF AGGREGATE
RANGE OF MORTGAGE MORTGAGE CUT-OFF DATE % OF
RATES LOANS BALANCE ($) POOL
-------------------------------------------------------------
4.700 - 4.999 4 142,226,081 12.6%
5.000 - 5.499 17 208,880,146 18.5
5.500 - 5.599 7 92,856,121 8.2
5.600 - 5.699 8 65,501,399 5.8
5.700 - 5.749 4 44,250,000 3.9
5.750 - 5.999 31 204,302,102 18.1
6.000 - 6.249 26 157,756,195 14.0
6.250 - 6.760 22 210,712,689 18.7
-------------------------------------------------------------
TOTAL: 119 $1,126,484,734 100.0%
-------------------------------------------------------------
Min: 4.7000% Max: 6.7600% Wtd. Avg.: 5.7184%
-------------------------------------------------------------

---------------------
(1) Does not include fully amortizing loans.

(2) Does not include interest only loans.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

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

--------------------------------------------------------------
CUT-OFF DATE BALANCE ($)
--------------------------------------------------------------
RANGE OF # OF AGGREGATE % OF
CUT-OFF DATE MORTGAGE CUT-OFF DATE GROUP
BALANCES LOANS BALANCE ($) 1
--------------------------------------------------------------
1,195,000 - 2,999,999 32 70,042,633 8.2%
3,000,000 - 3,999,999 13 44,787,282 5.2
4,000,000 - 4,999,999 13 59,040,512 6.9
5,000,000 - 5,999,999 6 32,811,432 3.8
6,000,000 - 6,999,999 3 18,809,583 2.2
7,000,000 - 7,999,999 2 15,320,547 1.8
8,000,000 - 9,999,999 8 72,468,352 8.4
10,000,000 - 12,999,999 5 55,580,626 6.5
13,000,000 - 19,999,999 10 159,407,912 18.6
20,000,000 - 49,999,999 7 175,404,096 20.4
50,000,000 - 91,096,748 2 154,752,288 18.0
--------------------------------------------------------------
TOTAL: 101 $858,425,264 100.0%
--------------------------------------------------------------
Min: $1,195,000 Max: $91,096,748 Average: $8,499,260
--------------------------------------------------------------

-----------------------------------------------------
ORIGINAL TERM TO STATED MATURITY/ARD (MOS)
-----------------------------------------------------
# OF AGGREGATE
RANGE OF MORTGAGE CUT-OFF DATE % OF
ORIGINAL TERMS LOANS BALANCE ($) GROUP 1
-----------------------------------------------------
60 - 60 3 98,255,539 11.4%
61 - 84 6 125,612,865 14.6
85 - 120 77 579,953,458 67.6
121 - 240 15 54,603,402 6.4
-----------------------------------------------------
TOTAL: 101 $858,425,264 100.0%
-----------------------------------------------------
Min: 60 mos. Max: 240 mos. Wtd. Avg.: 110 mos.
-----------------------------------------------------

----------------------------------------------------
REMAINING TERM TO STATED MATURITY/ARD (MOS)
----------------------------------------------------
RANGE OF # OF AGGREGATE
REMAINING MORTGAGE CUT-OFF DATE % OF
TERMS LOANS BALANCE ($) GROUP 1
----------------------------------------------------
57 - 84 9 223,868,404 26.1%
85 - 110 52 382,682,458 44.6
120 - 240 40 251,874,402 29.3
----------------------------------------------------
TOTAL: 101 $858,425,264 100.0%
----------------------------------------------------
Min: 57 mos. Max: 240 mos. Wtd. Avg.: 109 mos.
----------------------------------------------------

--------------------------------------------------------
CUT-OFF DATE LOAN-TO-VALUE RATIO (%)
--------------------------------------------------------
RANGE OF # OF AGGREGATE
CUT-OFF DATE MORTGAGE CUT-OFF DATE % OF
LTV RATIOS LOANS BALANCE ($) GROUP 1
--------------------------------------------------------
40.40 - 49.99 2 6,292,120 0.7%
50.00 - 59.99 9 74,656,440 8.7
60.00 - 64.99 9 184,556,847 21.5
65.00 - 69.99 15 144,868,787 16.9
70.00 - 74.99 27 118,761,728 13.8
75.00 - 81.70 39 329,289,343 38.4
--------------------------------------------------------
TOTAL: 101 $858,425,264 100.0%
--------------------------------------------------------
Min: 40.40% Max: 81.70% Wtd. Average: 70.26%
--------------------------------------------------------

-----------------------------------------------------
ORIGINAL AMORTIZATION TERM (MOS)
-----------------------------------------------------
RANGE OF
ORIGINAL # OF AGGREGATE
AMORTIZATION MORTGAGE CUT-OFF DATE % OF
TERMS LOANS BALANCE ($) GROUP 1
-----------------------------------------------------
Interest Only 1 24,600,000 2.9%
120 - 299 9 41,191,129 4.8
300 - 329 27 238,798,065 27.8
330 - 360 64 553,836,070 64.5
-----------------------------------------------------
TOTAL: 101 $858,425,264 100.0%
-----------------------------------------------------
Min: 120 mos. Max: 360 mos. Wtd. Avg.: 336 mos.(2)
-----------------------------------------------------

-----------------------------------------------------
REMAINING AMORTIZATION TERM (MOS)
-----------------------------------------------------
RANGE OF
REMAINING # OF AGGREGATE
AMORTIZATION MORTGAGE CUT-OFF DATE % OF
TERMS LOANS BALANCE ($) GROUP 1
-----------------------------------------------------
Interest Only 1 24,800,000 2.9%
119 - 120 1 1,292,120 0.2
121 - 360 99 832,533,145 97.0
-----------------------------------------------------
TOTAL: 101 $858,425,264 100.0%
-----------------------------------------------------
Min: 119 mos. Max: 360 mos. Wtd. Avg.: 335 mos.(2)
-----------------------------------------------------

------------------------------------------------------
LOAN-TO-VALUE RATIO AT MATURITY/ARD (%)
------------------------------------------------------
RANGE OF # OF AGGREGATE
MATURITY/ARD MORTGAGE CUT-OFF DATE % OF
LTV RATIOS LOANS BALANCE ($) GROUP 1
------------------------------------------------------
Fully Amortizing 8 24,808,967 2.9%
17.90 - 49.99 12 117,037,149 13.6
50.00 - 54.99 10 91,706,154 10.7
55.00 - 59.99 14 136,885,120 15.9
60.00 - 62.49 13 125,384,454 14.6
62.50 - 64.99 14 68,946,441 8.0
65.00 - 67.49 15 150,670,270 17.6
67.50 - 69.99 9 71,356,707 8.3
70.00 - 76.60 6 71,630,000 8.3
------------------------------------------------------
TOTAL: 101 $858,425,264 100.0%
------------------------------------------------------
Min: 17.90% Max: 76.60% Wtd. Avg.: 60.07%(1)
------------------------------------------------------

-------------------------------------------------------
DEBT SERVICE COVERAGE RATIO (X)
-------------------------------------------------------
# OF AGGREGATE
RANGE OF MORTGAGE CUT-OFF DATE % OF
DSCRS LOANS BALANCE ($) GROUP 1
-------------------------------------------------------
1.15 - 1.24 13 81,047,962 9.4%
1.25 - 1.34 38 253,135,433 29.5
1.35 - 1.44 25 158,987,962 18.5
1.45 - 1.54 10 60,377,916 7.0
1.55 - 1.59 4 88,680,182 10.3
1.60 - 1.94 11 216,195,809 25.2
-------------------------------------------------------
TOTAL: 101 $858,425,264 100.0%
-------------------------------------------------------
Min: 1.15x Max: 1.94x Wtd. Avg.: 1.45x
-------------------------------------------------------

------------------------------------------------------
MORTGAGE RATE (%)
------------------------------------------------------
# OF AGGREGATE
RANGE OF MORTGAGE CUT-OFF DATE % OF
MORTGAGE RATES LOANS BALANCE ($) GROUP 1
------------------------------------------------------
4.727 - 4.999 3 110,076,081 12.8%
5.000 - 5.499 11 84,369,621 9.8
5.500 - 5.599 5 49,434,945 5.8
5.600 - 5.699 7 59,192,690 6.9
5.700 - 5.749 2 14,700,000 1.7
5.750 - 5.999 26 175,844,864 20.5
6.000 - 6.249 26 157,756,195 18.4
6.250 - 6.760 21 207,050,868 24.1
------------------------------------------------------
TOTAL: 101 $858,425,264 100.0%
------------------------------------------------------
Min: 4.7270% Max: 6.7600% Wtd. Avg.: 5.8302%
------------------------------------------------------

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

(1) Does not include fully amortizing loans.

(2) Does not include interest only loans.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

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

------------------------------------------------------------
CUT-OFF DATE BALANCE ($)
------------------------------------------------------------
RANGE OF # OF AGGREGATE
CUT-OFF DATE MORTGAGE CUT-OFF DATE % OF
BALANCES LOANS BALANCE ($) GROUP 2
------------------------------------------------------------
2,992,232 - 3,999,999 3 10,297,778 3.8%
4,000,000 - 5,999,999 1 4,092,786 1.5
6,000,000 - 7,999,999 3 20,847,204 7.8
8,000,000 - 9,999,999 3 27,119,474 10.1
10,000,000 - 12,999,999 2 21,619,937 8.1
13,000,000 - 46,000,000 6 184,082,290 68.7
------------------------------------------------------------
TOTAL: 18 $268,059,470 100.0%
------------------------------------------------------------
Min: $2,992,232 Max: $46,000,000 Average: $14,892,193
------------------------------------------------------------

-----------------------------------------------------
ORIGINAL TERM TO STATED MATURITY/ARD (MOS)
-----------------------------------------------------
# OF AGGREGATE
RANGE OF MORTGAGE CUT-OFF DATE % OF
ORIGINAL TERMS LOANS BALANCE ($) GROUP 2
-----------------------------------------------------
60 - 60 3 59,530,588 22.2%
61 - 84 3 53,769,937 20.1
85 - 120 11 151,097,123 56.4
121 - 180 1 3,661,822 1.4
-----------------------------------------------------
TOTAL: 18 $268,059,470 100.0%
-----------------------------------------------------
Min: 60 mos. Max: 180 mos. Wtd. Avg.: 100 mos.
-----------------------------------------------------

----------------------------------------------------
REMAINING TERM TO STATED MATURITY/ARD (MOS)
----------------------------------------------------
RANGE OF # OF AGGREGATE
REMAINING MORTGAGE CUT-OFF DATE % OF
TERMS LOANS BALANCE ($) GROUP 2
----------------------------------------------------
54 - 84 6 113,300,525 42.3%
85 - 119 7 104,397,123 38.9
120 - 172 5 50,361,822 18.8
----------------------------------------------------
TOTAL: 18 $268,059,470 100.0%
----------------------------------------------------
Min: 54 mos. Max: 172 mos. Wtd. Avg.: 97 mos.
----------------------------------------------------

---------------------------------------------------------
CUT-OFF DATE LOAN-TO-VALUE RATIO (%)
---------------------------------------------------------
RANGE OF # OF AGGREGATE
CUT-OFF DATE MORTGAGE CUT-OFF DATE % OF
LTV RATIOS LOANS BALANCE ($) GROUP 2
---------------------------------------------------------
42.00 - 59.99 2 10,781,282 4.0%
60.00 - 64.99 1 8,750,000 3.3
65.00 - 79.90 15 248,528,188 92.7
---------------------------------------------------------
TOTAL: 18 $268,059,470 100.0%
---------------------------------------------------------
Min: 42.00% Max: 79.90% Wtd. Average: 75.86%
---------------------------------------------------------

------------------------------------------------------
ORIGINAL AMORTIZATION TERM (MOS)
------------------------------------------------------
RANGE OF
ORIGINAL # OF AGGREGATE
AMORTIZATION MORTGAGE CUT-OFF DATE % OF
TERMS LOANS BALANCE ($) GROUP 2
------------------------------------------------------
300 - 329 1 2,992,232 1.1%
330 - 360 17 265,067,238 98.9
------------------------------------------------------
TOTAL: 18 $268,059,470 100.0%
------------------------------------------------------
Min: 300 mos. Max: 360 mos. Wtd. Avg.: 359 mos.(2)
------------------------------------------------------

------------------------------------------------------
REMAINING AMORTIZATION TERM (MOS)
------------------------------------------------------
RANGE OF
REMAINING # OF AGGREGATE
AMORTIZATION MORTGAGE CUT-OFF DATE % OF
TERMS LOANS BALANCE ($) GROUP 2
------------------------------------------------------
298 - 360 18 268,059,470 100.0%
------------------------------------------------------
TOTAL: 18 $268,059,470 100.0%
------------------------------------------------------
Min: 298 mos. Max: 360 mos. Wtd. Avg.: 357 mos.(2)
------------------------------------------------------

------------------------------------------------------
LOAN-TO-VALUE RATIO AT MATURITY/ARD (%)
------------------------------------------------------
RANGE OF # OF AGGREGATE
MATURITY/ARD MORTGAGE CUT-OFF DATE % OF
LTV RATIOS LOANS BALANCE ($) GROUP 2
------------------------------------------------------
35.40 - 49.99 3 14,443,104 5.4%
50.00 - 64.99 3 15,385,957 5.7
65.00 - 67.49 7 134,899,359 50.3
67.50 - 69.99 2 21,619,937 8.1
70.00 - 75.70 3 81,711,114 30.5
------------------------------------------------------
TOTAL: 18 $268,059,470 100.0%
------------------------------------------------------
Min: 35.40% Max: 75.70% Wtd. Avg.: 67.11%(1)
------------------------------------------------------

-----------------------------------------------------
DEBT SERVICE COVERAGE RATIO (X)
-----------------------------------------------------
# OF AGGREGATE
RANGE OF MORTGAGE CUT-OFF DATE % OF
DSCRS LOANS BALANCE ($) GROUP 2
-----------------------------------------------------
1.19 - 1.24 4 56,888,646 21.2%
1.25 - 1.29 2 48,992,232 18.3
1.30 - 1.34 5 70,253,199 26.2
1.35 - 1.39 2 15,438,496 5.8
1.40 - 1.44 2 12,492,786 4.7
1.45 - 1.57 3 63,994,112 23.9
-----------------------------------------------------
TOTAL: 18 $268,059,470 100.0%
-----------------------------------------------------
Min: 1.19x Max: 1.57x Wtd. Avg.: 1.34x
-----------------------------------------------------

------------------------------------------------------
MORTGAGE RATE (%)
------------------------------------------------------
# OF AGGREGATE
RANGE OF MORTGAGE CUT-OFF DATE % OF
MORTGAGE RATES LOANS BALANCE ($) GROUP 2
------------------------------------------------------
4.700 - 5.299 4 112,211,114 41.9%
5.300 - 5.499 3 44,449,411 16.6
5.500 - 5.699 3 49,729,885 18.6
5.700 - 5.749 2 29,550,000 11.0
5.750 - 6.350 6 32,119,060 12.0
------------------------------------------------------
TOTAL: 18 $268,059,470 100.0%
------------------------------------------------------
Min: 4.7000% Max: 6.3500% Wtd. Avg.: 5.3603%
------------------------------------------------------

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

(1) Does not include fully amortizing loans.

(2) Does not include interest only loans.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

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:

NUMBER OF
MORTGAGE
LOANS/ CUT-OFF SHADOW
MORTGAGE MORTGAGED DATE RATING
LOAN LOAN REAL PRINCIPAL FITCH/
LOAN NAME SELLER GROUP PROPERTIES BALANCE(1) MOODY'S(2)
--------------------------- ---------- ------- ------------ -------------- -----------

Crossroads Center ........ MLML 1 1/1 $ 91,096,748 BBB-/Baa3
Lodgian Portfolio ........ MLML 1 1/8 63,655,539 N/A
ARC MHC Portfolio
Loans(6) ................. MLML 2 2/14 60,332,290 N/A
U-Haul Portfolio
Loans(7) ................. MLML 1 2/34 50,276,246 N/A
1900 Ocean
Apartments ............... MLML 2 1/1 46,000,000 N/A
1500 Eckington Place ..... MLML 1 1/1 33,300,000 N/A
Beach Club and
Viridian Lake
Apartments ............... KEY 2 1/1 32,150,000 N/A
520 Broadway ............. MLML 1 1/1 24,600,000 N/A
150 & 200
Meadowlands
Parkway .................. JPMCB 1 1/1 24,139,176 N/A
Jefferson Commons ........ JPMCB 2 1/1 23,900,000 N/A
---- ------------
TOTAL/WEIGHTED
AVERAGE .................. 12/63 $449,450,000

% OF
INITIAL LOAN CUT-OFF
MORTGAGE BALANCE DATE
POOL PROPERTY PROPERTY PER LTV
LOAN NAME BALANCE TYPE SIZE(3) SF/UNIT DSCR RATIO
--------------------------- ---------- ------------- ------------ ----------- ---------- ----------

Crossroads Center ........ 8.1% Retail 775,319 $ 117 1.70x 62.8%
Lodgian Portfolio ........ 5.7 Hospitality 1,786 35,641 1.71 67.0
ARC MHC Portfolio
Loans(6) ................. 5.4 MHC(4) 3,006 20,071 1.47 78.5
U-Haul Portfolio Self
Loans(7) ................. 4.5 Storage 1,523,070 33 1.60 62.3
1900 Ocean
Apartments ............... 4.1 Multi(5) 266 172,932 1.26(8) 75.4
1500 Eckington Place ..... 3.0 Office 247,955 134 1.57 53.3
Beach Club and
Viridian Lake
Apartments ............... 2.9 Multi(5) 640 50,234 1.24 79.3
520 Broadway ............. 2.2 Office 113,141 217 1.36 76.6
150 & 200
Meadowlands
Parkway .................. 2.1 Office 211,962 114 1.30 79.9
Jefferson Commons ........ 2.1 Multi(5) 1,002 23,852 1.31 78.9
---- ------ ----
TOTAL/WEIGHTED
AVERAGE .................. 39.9% 1.51X 69.7%

---------------------
(1) In the case of each cross-collateralized mortgage loan group, the aggregate
cut-off date principal balance of the mortgage loans making up that group.

(2) Fitch, Inc. and Moody's Investors Service, Inc. have indicated that, in
accordance with their respective methodologies, the credit characteristics
of the related loan, in the context of its inclusion in the series
2004-KEY2 trust fund are consistent with the characteristics of the
applicable rated obligation.

(3) Property size is indicated in pads (for manufactured housing community
properties), rooms (for hospitality properties), units (for multifamily
rental properties) and square feet (for office, self storage and retail
properties) as applicable except for the Jefferson Commons Loan which is
indicated in beds.

(4) Manufactured housing community.

(5) Multifamily rental property.

(6) The ARC MHC 10 Year Loan and the ARC MHC 5 Year Loan are collectively
referred to as the ARC MHC Portfolio Loans.

(7) The U-Haul Portfolio 2 Loan and the U-Haul Portfolio 3 Loan are
collectively referred to as the U-Haul Portfolio Loans.

(8) DSCR was calculated by applying a $3,250,000 performance reserve in the
form of a letter of credit.

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

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

3/1/2005 6 119 $ 1,120,206,547.88 99.28% 0.72%
3/1/2006 18 119 1,107,352,123.66 99.28 0.72
3/1/2007 30 119 1,092,184,750.32 98.09 1.91
3/1/2008 42 119 1,074,837,442.60 94.23 1.95
3/1/2009 54 118 1,032,178,077.56 94.06 1.99
3/1/2010 66 113 889,442,402.39 83.38 6.43
3/1/2011 78 112 789,943,732.71 87.21 7.08
3/1/2012 90 104 692,461,165.81 91.03 7.88
3/1/2013 102 104 675,286,906.12 90.22 8.69
3/1/2014 114 100 616,896,265.22 75.04 8.81
3/1/2015 126 11 24,146,771.22 43.72 56.28
3/1/2016 138 11 22,275,187.83 42.16 57.84
3/1/2017 150 10 20,269,883.72 40.13 59.87
3/1/2018 162 10 18,314,082.47 38.09 61.91
3/1/2019 174 9 13,622,488.52 20.07 50.39
3/1/2020 186 5 6,469,458.69 33.33 65.46
3/1/2021 198 4 5,308,145.26 32.79 67.21
3/1/2022 210 4 4,157,691.69 31.24 68.76
3/1/2023 222 4 2,935,729.40 17.68 40.83
3/1/2024 234 4 1,637,873.62 11.42 63.20
3/1/2025 246 0 -- 0.00 0.00

% OF % OF % OF % OF % OF % OF
REMAINING REMAINING REMAINING REMAINING REMAINING REMAINING
MORTGAGE POOL MORTGAGE POOL MORTGAGE POOL MORTGAGE POOL MORTGAGE POOL MORTGAGE POOL
BALANCE: 5% BALANCE: 4% BALANCE: 3% BALANCE: 2% BALANCE: 1% BALANCE--
DATE PENALTY PENALTY PENALTY PENALTY PENALTY OPEN TOTAL
----------- --------------- --------------- --------------- --------------- --------------- -------------- ------------

3/1/2005 0% 0% 0% 0% 0% 0% 100.00%
3/1/2006 0 0 0 0 0 0 100.00
3/1/2007 0 0 0 0 0 0 100.00
3/1/2008 0.65 0 0 0.88 0 2.29 100.00
3/1/2009 0.66 0 0 0 0.90 2.38 100.00
3/1/2010 0.39 0.49 0 0 0 9.30 100.00
3/1/2011 0 0.98 0 0 0 4.74 100.00
3/1/2012 0 0 1.09 0 0 0 100.00
3/1/2013 0 0 0 1.08 0 0 100.00
3/1/2014 0 0 0 0 1.15 14.99 100.00
3/1/2015 0 0 0 0 0 0 100.00
3/1/2016 0 0 0 0 0 0 100.00
3/1/2017 0 0 0 0 0 0 100.00
3/1/2018 0 0 0 0 0 0 100.00
3/1/2019 0 0 0 0 0 29.53 100.00
3/1/2020 0 0 0 0 0 1.21 100.00
3/1/2021 0 0 0 0 0 0 100.00
3/1/2022 0 0 0 0 0 0 100.00
3/1/2023 0 0 0 0 0 41.49 100.00
3/1/2024 0 0 0 0 0 25.38 100.00
3/1/2025 0 0 0 0 0 0 0

---------------------
(1) Calculated assuming that no mortgage loan prepays, defaults or is
repurchased prior to stated maturity, except that the ARD Loans are assumed
to pay in full on their respective 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.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

CROSSROADS CENTER
-----------------

[CROSSROADS CENTER PICTURES OMITTED]

--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties 1
Location (City/State) St. Cloud, MN
Property Type Anchored Retail
Size (Sq. Ft.) 775,319
Percentage In-line Occupancy as of July 21, 2004 82.53%
Year Built/Renovated 1966/2004
Appraisal Value $145,100,000
# of Tenants 115
Average Rent Per Square Foot $10.32
Underwritten In-line Occupancy 81.1%
Underwritten Revenues $15,109,983
Underwritten Total Expenses $4,905,407
Underwritten Net Operating Income (NOI) $10,204,577
Underwritten Net Cash Flow (NCF) $9,653,215
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
LOAN INFORMATION(1)
--------------------------------------------------------------------------------
Mortgage Loan Seller MLML
Origination Date July 26, 2004
Cut-off Date Principal Balance $91,096,748
Cut-off Date Loan Balance Per SF $117.50
Percentage of Initial Mortgage Pool Balance 8.1%
Number of Mortgage Loans 1
Type of Security (fee/leasehold) Fee
Mortgage Rate 4.727%
Amortization Type Balloon
IO Period (Months) 0
Original Term to Maturity/ARD (Months) 72
Original Amortization Term (Months) 360
Lockbox Hard(2)
Cut-off Date LTV Ratio 62.8%
LTV Ratio at Maturity or ARD 56.5%
Underwritten DSCR on NOI 1.79x
Underwritten DSCR on NCF 1.70x
--------------------------------------------------------------------------------

---------------------
(1) Fitch, Inc. and Moody's Investors Service, Inc., have indicated that in
accordance with their respective methodologies, the credit characteristics
of the Crossroads Center Loan are consistent with the characteristics of
BBB-/Baa3 obligations, respectively.

(2) The loan is structured with a lockbox account into which all rents and
other revenues from the Crossroads Center property are required to be
deposited. Prior to the occurrence of a Cash Management Trigger Event,
amounts in the lockbox account are swept daily to a borrower controlled
account. Upon the occurrence of a Cash Management Trigger Event, amounts in
the lockbox account are swept into a cash management account controlled by
the lender. A "Cash Management Trigger Event" occurs upon the earlier of an
event of default or the debt service coverage ratio falling below 1.06x.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

[CROSSROADS CENTER MAP OMITTED]

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Crossroads Center Loan") is evidenced by a
promissory note in the original principal amount of $91,200,000 and secured by
a mortgage encumbering a regional mall located at 4101 West Division Street,
St. Cloud, Minnesota (the "Crossroads Center Property"). The Crossroads Center
Loan represents 8.1% of the initial mortgage pool balance and 10.6% of the
initial loan group 1 balance. The Crossroads Center Loan was originated on July
26, 2004, and has a principal balance as of the cut-off date of $91,096,748.

The Crossroads Center Loan has a remaining term of 71 months and a scheduled
maturity of August 1, 2010. The Crossroads Center Loan may be prepaid on or
after February 1, 2010, and permits defeasance with United States government
obligations beginning two years after the securitization of the Crossroads
Center Loan.

THE BORROWER. The borrowing entity is St. Cloud Mall L.L.C., which is a single
purpose bankruptcy remote entity. Legal counsel to the borrower delivered a
non-consolidation opinion with the origination of the Crossroads Center Loan.
St. Cloud Mall L.L.C. is 100% owned by St. Cloud Mall Holding L.L.C., which is
100% owned by GGP Limited Partnership, whose parent company is General Growth
Properties, Inc (NYSE: GGP). Headquartered in Chicago, General Growth
Properties, Inc. ("GGP") and its predecessor companies have been in the
shopping center business for fifty years. GGP is currently the third largest
regional mall Real Estate Investment Trust ("REIT") in the United States ranked
by equity capitalization. GGP had ownership interests in, or management
responsibility for 177 regional shopping malls totaling approximately 153
million square feet of retail space as of July 2004. As of August 26, 2004, GGP
had an equity capitalization of approximately $6.3 billion and a total market
capitalization of approximately $14.5 billion (including approximately $8.2
billion of debt as of June 30, 2004).

THE PROPERTY. Crossroads Center Property is a single level enclosed regional
mall located in St. Cloud, Minnesota, approximately 70 miles outside of
Minneapolis. It opened in 1966 and was purchased by GGP in April 2000. The mall
has approximately 904,594 square feet and approximately 115 tenants. Anchor
stores include Marshall Field's, Sears, JC Penney, Target and Scheel's All
Sports. Major in-line tenants include Victoria's Secret, Gap, PacSun, Casual
Corner, Limited, Express, American Eagle Outfitters, Eddie Bauer and Gymboree.
An approximately $33.1 million renovation and expansion was recently completed
which included the creation of a 4,300 square foot food court with new food
court spaces and a new family restroom area, a new Scheel's All Sports store,
which replaced the prior in-line store, the remodeling of the Target store,
which received a new storefront, a major interior renovation including the
addition of over 21,000 square feet that includes a new grocery area, pharmacy
and fixtures, and finally, a major reconfiguration of the parking lot that
improved traffic flow. Immediately surrounding the Crossroads Center Property
is a diverse mix of land uses, including office, retail, residential and
industrial. An area of single and multifamily housing is present on the
northwest corner of the property but is not a part of the property. Directly
opposite Crossroads Center on Division Street is a power center anchored by
Barnes & Noble Books, Office Depot and Chipotle.

The Crossroads Center Property is located at the Northwest Corner of Division
Street and Highway 15. Part of the property is located in the city of St. Cloud
and part of it is located in the city of Waite. Regional access is provided by
Interstate 94, State Route 10 and State Route 23.

The following table presents certain information relating to the anchor tenants
at the Crossroads Center Property:

--------------------------------------------------------------------
ANCHOR TENANTS
--------------

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

J.C. Penney ............. J.C. Penney Company, Inc (NYSE: JCP)
Target(3)................ Target Corporation (NYSE: TGT)
Sears(4)................. Sears Roebuck and Co. (NYSE: S)
Marshall Fields(5)....... The May Department Stores
Company (NYSE: MAY)
Scheel's All Sports ..... Scheel's All Sports

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

CREDIT SQUARE % OF 2003 BASE RENT LEASE
TENANT NAME RATINGS FEET GLA SALES PSF EXPIRATION
(FITCH/S&P/MOODY'S)(1) PSF(2)
-------------------------------------------------------------------------------------------------------

J.C. Penney ............. BB+/BB+/Ba3 167,652 21.6% $183 $1.12 1/2006
Target(3)................ A/A+/A2 129,275 NAP NA NAP NAP
Sears(4)................. BBB/BBB/Baa1 126,515 16.3% $174 $0.00 6/2009
Marshall Fields(5).......
BBB/BBB/Baa2 100,000 12.9% $154 $0.00 1/2027
Scheel's All Sports ..... NA/NA/NA 82,238 10.6% $636 $7.50 2/2024

---------------------
(1) Ratings provided are for the entity listed in the "Parent Company" column
whether or not the parent company guarantees the lease.

(2) Sales per square foot for 2003 as reported by the borrower. No
representation is made as to the accuracy of the sales data.

(3) The Target space is anchor-owned and not part of the collateral for the
Crossroads Center Loan.

(4) Sears pays only percentage rent.

(5) Marshall Fields is a ground lease tenant and it pays only percentage rent.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

The following table presents certain information relating to the lease rollover
schedule for the Crossroads Center Property:

--------------------------------------------------------------------------------
LEASE ROLLOVER SCHEDULE(1)
--------------------------
NUMBER OF SQUARE
LEASES FEET % OF GLA BASE RENT
YEAR EXPIRING EXPIRING EXPIRING EXPIRING
--------------------------------------------------------------------------------

Vacant ............... NAP 33,434 4.3% NAP
Temporary/MTM/Expired. 14 24,093 3.1% $ 475,349
2004 ................. 4 1,120 0.1% $ 153,852
2005 ................. 8 14,101 1.8% $ 326,736
2006 ................. 11 187,925 24.2% $ 717,684
2007 ................. 13 35,309 4.6% $ 854,448
2008 ................. 14 42,938 5.5% $ 897,132
2009 ................. 11 144,974 18.7% $ 614,790
2010 ................. 7 22,806 2.9% $ 559,644
2011 ................. 4 12,420 1.6% $ 235,248
2012 ................. 9 29,823 3.8% $ 688,512
2013 ................. 7 17,551 2.3% $ 570,912
2014 ................. 7 20,812 2.7% $ 801,016
2015 ................. 4 5,775 0.7% $ 326,636
Thereafter ........... 2 182,238 23.5% $ 616,788
----------------------- --- ------- ----- ----------
TOTAL ................ 115 775,319 100.0% $7,838,747

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

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

Vacant ............... NAP 33,434 4.3% NAP NAP
Temporary/MTM/Expired. 6.1% 57,527 7.4% $ 475,349 6.1%
2004 ................. 2.0% 58,647 7.6% $ 629,201 8.0%
2005 ................. 4.2% 72,748 9.4% $ 955,937 12.2%
2006 ................. 9.2% 260,673 33.6% $1,673,621 21.4%
2007 ................. 10.9% 295,982 38.2% $2,528,069 32.3%
2008 ................. 11.4% 338,920 43.7% $3,425,201 43.7%
2009 ................. 7.8% 483,894 62.4% $4,039,991 51.5%
2010 ................. 7.1% 506,700 65.4% $4,599,635 58.7%
2011 ................. 3.0% 519,120 67.0% $4,834,883 61.7%
2012 ................. 8.8% 548,943 70.8% $5,523,395 70.5%
2013 ................. 7.3% 566,494 73.1% $6,094,307 77.7%
2014 ................. 10.2% 587,306 75.8% $6,895,323 88.0%
2015 ................. 4.2% 593,081 76.5% $7,221,959 92.1%
Thereafter ........... 7.9% 775,319 100.0% $7,838,747 100.0%
------------------------ ----- ------- ----- ---------- ------
TOTAL ................ 100.0% 775,319 100.0% $7,838,747 100.0%

THE MARKET(2). The Crossroads Center is located in the southwestern section of
the St. Cloud MSA, which is approximately 70 miles northwest of Minneapolis.
The St. Cloud MSA includes Benton and Stearns Counties and is located in the
central portion of Minnesota along the banks of the Mississippi and Sauk
Rivers. The region is served by Interstate 94, which provides direct access to
major markets such as Minneapolis, MN, Madison, WI, and Chicago, IL.

The Crossroads Center's primary trade area resides within an approximate
10-mile radius. Population within the mall's primary trade area was estimated
to be 141,288 in 2003 which represented an annual growth rate of 1.1% from 2000
to 2003. The number of households in this area was estimated at 52,178, with an
average household income of approximately of $61,163 in 2003.

MEZZANINE LOAN. St. Cloud Mall Holding L.L.C. has pledged its 100% ownership
interest in St. Cloud Mall L.L.C. to secure a mezzanine loan (the "Crossroads
Center Mezzanine Loan") having an outstanding principal amount of $28,777,837
as of September 1, 2004. In addition, GGP Limited Partnership has guaranteed
the Crossroads Center Mezzanine Loan (the "Crossroads Center Guarantee"). The
Crossroads Center Guarantee will be reduced as the Crossroads Center Loan and
Crossroads Center Mezzanine Loan amortize and as net operating income
increases.

ESCROWS/RESERVES. The loan documents do not require escrows of real estate
taxes, insurance, replacement and rollover reserves, provided that: (i) no
event of default has occurred and is continuing and (ii) the actual trailing
12-month debt service coverage is not less than 1.06x. In the event either
trigger event described in (i) and (ii) above occurs, the borrower is required
to make deposits into the applicable reserve accounts (except that insurance
reserves are not required if insurance coverage is provided under blanket
policies). However, the replacement and rollover reserves are capped at twelve
(12) months of deposits.

PROPERTY MANAGEMENT. The borrower, St. Cloud Mall L.L.C., is the property
manager for the Crossroads Center.

---------------------
(1) Information obtained from borrower provided rent roll as of July 21, 2004.

(2) Certain information from the third party appraisal dated 7/15/2004 may rely
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, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

LODGIAN PORTFOLIO

[LODGIAN PORTFOLIO PICTURES OMITTED]

--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Properties 8
Location (City/State) See Table
Property Type Hospitality
Size (Rooms) 1,786
Percentage Occupancy as of April 2004 63.90%
Year Built See Chart
Appraised Value $95,000,000
Underwritten Occupancy 63.90%
Underwritten Revenues $43,760,161
Underwritten Total Expenses $33,130,409
Underwritten Net Operating Income (NOI) $10,629,752
Underwritten Net Cash Flow (NCF) $ 8,879,345
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller MLML
Origination Date 6/25/2004
Cut-off Date Principal Balance $63,655,539
Cut-off Date Loan Balance Per Room $35,641
Percentage of Initial Mortgage Pool Balance 5.7%
Number of Mortgage Loans 1
Type of Security (fee/fee and leasehold) 7/1
Mortgage Rate 6.577%
Amortization Type Balloon
IO Period (Months) 0
Original Term to Maturity/ARD (Months) 60
Original Amortization Term (Months) 300
Lockbox Hard(1)
Cut-off Date LTV Ratio 67.0%
LTV Ratio at Maturity or ARD 61.2%
Underwritten DSCR on NOI 2.04x
Underwritten DSCR on NCF 1.71x
--------------------------------------------------------------------------------

---------------------
(1) The loan is structured with a lockbox account into which all revenues from
the properties are required to be deposited. Following funding of reserve
accounts for impositions and insurance, debt service, a reserve for
furniture, fixtures and equipment ("FF&E"), and the mezzanine loan debt
service reserve, remaining amounts in the lockbox are swept daily to a
borrower controlled account. Upon the occurrence of a Cash Trap Trigger
Event, amounts remaining in the lockbox account after funding all reserves
are swept into a cash management account controlled by the lender, with
operating expenses released to borrower on a daily basis in accordance with
the applicable approved budget. A "Cash Trap Trigger Event" occurs as of
the end of any calendar quarter when the debt yield (net cash flow divided
by the outstanding principal amount of the loan and 24.5% of the principal
balance of the mezzanine loan) is less than the minimum debt yield (year 1
-- 9%; year 2 -- 10%; year 3 -- 11%; year 4 -- 12%; and year 5 -- 13%) for
the trailing twelve month period, and shall continue to exist until the
minimum debt yield test is satisfied for three consecutive calendar
quarters (on a trailing twelve month basis). During a Cash Trap Trigger
Event, borrower has access to the reserve established for replacement of
FF&E provided that appropriate reporting requirements are satisfied and all
amounts are expended in accordance with the applicable FF&E budget approved
by lender.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

[LODGIAN PORTFOLIO MAP OMITTED]

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Lodgian Portfolio Loan") is secured by a
first mortgage loan on the fee interest in seven full service hotels and the
fee and leasehold interest in 1 full service hotel (each, a "Lodgian Portfolio
Property" and collectively the "Lodgian Portfolio Properties") totaling 1,786
rooms. The Lodgian Portfolio Loan represents 5.7% of the initial mortgage pool
balance and 7.4% of the initial loan group 1 balance. The Lodgian Portfolio
Loan was originated on June 25, 2004, and has a principal balance as of the
cut-off date of $63,655,539.

The Lodgian Portfolio Loan has a remaining term of 58 months and a scheduled
maturity of July 1, 2009. The Lodgian Portfolio Loan may be prepaid on or after
May 1, 2009, and permits defeasance with United States government obligations
beginning two years after the securitization of the Lodgian Portfolio Loan.

THE BORROWER. The borrowers (the "Lodgian Portfolio Borrowers") are five
special purpose entities (see table below), owned and controlled indirectly by
Lodgian, Inc. (AMEX: LGN). Legal counsel to the borrowers delivered a
non-consolidation opinion in connection with the origination of the Lodgian
Portfolio Loan.

Lodgian, Inc. ("Lodgian" or the "Sponsor") was formed as a new parent company
in conjunction with the merger of Servico, Inc. and Impac Hotel Group, LLC in
December 1998. Servico was incorporated in Delaware in 1956 and was an owner
and operator of hotels under a series of different entities. Impac was a
private hotel ownership, management and development company organized in
Georgia in 1997 through a reorganization of predecessor entities. After the
consummation of the merger, the Sponsor's portfolio consisted of 142 hotels.

The Sponsor and substantially all of its subsidiaries that owned hotels filed
for voluntary reorganization under Chapter 11 of the Bankruptcy Code on
December 20, 2001. At the time of the filing, the portfolio consisted of 106
hotels. Lodgian emerged from Chapter 11 in two phases; first, 78 hotels emerged
from Chapter 11 on November 25, 2002, then 18 hotels emerged from Chapter 11 on
May 22, 2003. As of August 12, 2004, Lodgian and its affiliates own interests
in approximately 87 hotels.

In a continuing effort to recapitalize the company post-bankruptcy, Lodgian
raised approximately $177 million in net proceeds through a common stock
offering on June 25, 2004. The proceeds of the offering were used to redeem all
of the shares of Series A Preferred Stock which were not converted into common
stock, to fund certain capital expenditures, reserve accounts and for general
corporate purposes. As of August 12, 2004, Lodgian's total market
capitalization was approximately $238 million.

THE PROPERTIES. The Lodgian Portfolio Loan is collateralized by 8 properties
containing a total of 1,786 rooms. The properties are located in 5 states and
are flagged with nationally recognized hotel brands.

The following tables present certain information relating to the Lodgian
Portfolio Properties.

------------------------------------------------------------------------------------------------------------------------------------
CUT-OFF DATE YEAR BUILT (YR
PROPERTY NAME PROPERTY LOCATION ROOMS ALLOCATED BALANCE RENOVATED) BORROWER
------------------------------------------------------------------------------------------------------------------------------------

Marriott - Aurora Aurora, CO 238 $17,513,978 1998 Lodgian Denver LLC
Courtyard by Marriott - Atlanta Atlanta, GA 181 $15,938,578 1996 Impac Hotels I, L.L.C.
Doubletree Club - Philadelphia Philadelphia, PA 189 $ 9,745,730 1971 (1997) Impac Hotels I, L.L.C.
Crowne Plaza - Macon Macon, GA 297 $ 6,934,155 1970 (2003) Macon Hotel Associates, LLC
Holiday Inn Select - Strongsville Strongsville, OH 302 $ 6,213,801 1966 (1996) Impac Hotels I, L.L.C.
Holiday Inn - Marietta Marietta, GA 193 $ 2,743,730 1975 (1996) Impac Hotels I, L.L.C.
Holiday Inn - Lancaster Lancaster, PA 189 $ 2,438,428 1971 (2000) Lodgian Hotels Fixed I, LLC
Clarion - North Charleston North Charleston, SC 197 $ 2,127,139 1981 (2001) Servico Northwoods, Inc.
------------------------------------------------------------------------------------------------------------------------------------
TOTAL 1,786 $63,655,539
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
TRAILING
12-MONTH
2000 2001 2002 2003 APRIL 2004 UW
------------------------------------------------------------------------------------------------------------------------------------

Average Daily Rate (ADR): $83.44 $83.28 $77.12 $76.20 $76.89 $80.03
Occupancy %: 68.5% 63.3% 63.2% 62.9% 63.9% 63.9%
RevPAR: $57.14 $52.68 $48.73 $47.90 $49.14 $51.14
------------------------------------------------------------------------------------------------------------------------------------

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------
PENETRATION INDICES(1)
----------------------

PROPERTY NAME ADR INDEX OCCUPANCY INDEX REVPAR INDEX
--------------------------------------------------------------------------------------------------------

Marriott -- Aurora ......................... 127% 121% 154%
Courtyard by Marriott -- Atlanta ........... 123% 101% 125%
Doubletree Club -- Philadelphia ............ 108% 106% 115%
Crowne Plaza -- Macon ...................... 107% 90% 97%
Holiday Inn Select -- Strongsville ......... 100% 121% 120%
Holiday Inn -- Marietta .................... 102% 104% 106%
Holiday Inn -- Lancaster ................... 84% 89% 75%
Clarion -- North Charleston ................ 100% 98% 98%
Weighted Average .......................... 104% 105% 114%
--------------------------------------------------------------------------------------------------------

THE MARKET.(2) Aurora, Colorado is located in the Denver MSA. The Marriott
Aurora property is located at 16455 East 40th Circle in the City of Aurora, in
Adams County, Colorado, to the east of downtown Denver. The subject is highly
visible from both Interstate 70 and Pena Boulevard. According to the Star
Report, the April 2004 TTM average for the competitive set in occupancy, average
daily room rate and RevPAR was 65.6%, $85.13 and $55.85, respectively.

Atlanta, Georgia is located in the Atlanta MSA. The Courtyard by Marriott
Atlanta property, also known as the Courtyard Buckhead, is located at 3332
Peachtree Road NE, a major north-south thoroughfare that bisects Atlanta and is
perpendicular to Interstate 75/85, in Fulton County, Georgia. The property is
located near a large concentration of Class A professional office developments.
According to the Star Report, the April 2004 TTM average for the competitive
set in occupancy, average room rate and RevPAR was 66.8%, $95.64 and $63.89,
respectively.

Philadelphia, Pennsylvania is located in the Philadelphia MSA. The Doubletree
Club Philadelphia is located at 9461 Roosevelt Boulevard in the City of
Philadelphia, in Philadelphia County, Pennsylvania, approximately 15 miles
north of Center City and five miles south of the Pennsylvania Turnpike.
According to the Star Report, the April 2004 TTM average for the competitive
set in occupancy, average room rate and RevPAR was 66.0%, $85.76 and $56.60,
respectively.

Macon, Georgia is located in the Macon MSA. The Crowne Plaza Macon property is
located at 108 First Street in the City of Macon, in Bibb County, Georgia. The
property is located in downtown Macon, in the southeast quadrant of Riverside
Drive and First Street. According to the Star Report, the April 2004 TTM
average for the competitive set in occupancy, average room rate and RevPAR was
54.2%, $64.39 and $34.90, respectively.

Strongsville, Ohio is located in the Cleveland-Akron CMSA. The Holiday Inn
Select Strongsville property is located at 15471 Royalton Road in the city of
Strongsville, in Cuyahoga County, Ohio, a satellite city located 20 miles
southwest of downtown Cleveland. The subject is highly visible from
Interestate-71. According to the Star Report, the April 2004 TTM average for
the competitive set in occupancy, average room rate and RevPAR 56.4%, $65.17
and $36.76, respectively.

Marietta, Georgia is located in the Atlanta MSA. The Holiday Inn Marietta
property is located at 2265 Kingston Court in the City of Marietta, in Cobb
County, Georgia, in the northwest quadrant of the Atlanta MSA. The subject is
highly visible from I-75 northbound. According to the Star Report, the April
2004 TTM average for the competitive set in occupancy, average room rate and
RevPAR was 53.1%, $55.05 and $29.23, respectively.

Lancaster, Pennsylvania is located in the Lancaster MSA. The Holiday Inn
Lancaster property is located at 521 Greenfield Road in Lancaster County,
Pennsylvania, approximately three miles from the downtown Lancaster business
district. Primary access to the property's neighborhood is provided by U.S. 30
which is the major east-west thoroughfare through the area. According to the
Star Report, the April 2004 TTM average for the competitive set in occupancy,
average room rate and RevPAR was 62.2%, $86.99 and $54.11, respectively.

North Charleston, South Carolina is located in the Charleston MSA. The Clarion
North Charleston property is located at 7401 Northwoods Boulevard in the City
of North Charleston, in Charleston County, South Carolina. Overall, the
subject's location is considered mediocre with limited access. According to the
Star Report, the April 2004 TTM average for the competitive set in occupancy,
average room rate and RevPAR was 69.7%, $52.86 and $36.84, respectively.

---------------------
(1) Lodgian Portfolio Properties ADR, Occupancy and RevPAR statistics as
compared to Competitive Set ADR, Occupancy and RevPAR information obtained
from Smith Travel STAR Reports as of April 2004.

(2) Certain information from third-party appraisals dated 5/1/2004 may rely
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, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
ESCROWS
-------
ESCROW/RESERVES: INITIAL MONTHLY
--------------------------------------------------------------------------------

Taxes: .............................. $ 600,000 $127,200
Insurance: .......................... $ 623,900 $ 70,100
Ground Rent: ........................ $ 11,805 $ 5,902
Capital Expenditure / FF&E: ......... $2,985,668 4%(1)
Environmental: ...................... $ 1,613 $ 0
--------------------------------------------------------------------------------

ADDITIONAL DEBT. A mezzanine loan (the "Lodgian Mezzanine Loan") in the amount
of $100 was advanced by Merrill Lynch at the time of the closing of the Lodgian
Portfolio Loan. The Lodgian Mezzanine Loan is secured by pledges of the
ownership interests in the Lodgian Portfolio Borrowers and the borrowing
entities under three other fixed rate mortgage loans advanced to affiliates of
the Lodgian Portfolio Borrowers by Merrill Lynch simultaneously with the
origination of the Lodgian Portfolio Loan. Merrill Lynch has the right to
increase the Lodgian Mezzanine Loan Balance in connection with a corresponding
reduction in first mortgage debt across one or more of the three other fixed
rate loans.

CASH FLOW SWEEP. Excess cash flow will be trapped in a cash trap reserve
account if debt yield is less than (a) 9% in the first year of the Lodgian
Portfolio Loan term, (b) 10% in the second year of the Lodgian Portfolio Loan
term, (c) 11% in the third year of the Lodgian Portfolio Loan term, (d) 12%
during the fourth year of the Lodgian Portfolio Loan term and (e) 13% during
the fifth year of the Lodgian Portfolio Loan term. To avoid a cash trap, the
Lodgian Portfolio Borrowers may make a principal prepayment in an amount equal
to the greater of (a) 1% of the aggregate outstanding principal balance of the
Lodgian Portfolio Loan and the Lodgian Mezzanine Loan and (b) 120% of the
amount sufficient to cause the debt yield to equal the applicable minimum
required debt yield. Amounts on deposit in the cash trap reserve may be
applied, at Lodgian Portfolio Borrowers' election, to pay scheduled payments of
principal and interest, not to exceed $525,000 in the aggregate under the
Lodgian Portfolio Loan and the portion of the Lodgian Mezzanine Loan, capital
expenditures approved by the lender to pay down the Lodgian Portfolio Loan to
avoid the cash trap, as set forth in the previous sentence.

PROPERTY MANAGEMENT. Lodgian Management Corporation (the "Manager") is the
property manager for all of the Lodgian Portfolio Properties. The Manager
manages Lodgian's approximately 87 hotels, with an aggregate of over 16,000
rooms, located in approximately 30 states and Canada. The Manager's hotels are
primarily full-service properties that offer food and beverage services,
meeting space and banquet facilities that compete in the midscale and upscale
market segments of the lodging industry. The Manager operates all but three of
its hotels under franchises obtained from nationally recognized hospitality
franchisors. The Manager has subordinated the management agreements and its
fees payable thereunder and agreed that the lender may terminate it as property
manager with respect to any or all of the Lodgian Portfolio Properties upon the
occurrence of an event of default under the Lodgian Portfolio Loan.

---------------------
(1) Operating Revenues generated from the Lodgian Portfolio Properties for the
prior calender month.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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.

[THIS PAGE INTENTIONALLY LEFT BLANK.]

MERRILL LYNCH MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

ARC MHC PORTFOLIO
-----------------

[ARC MHC PORTFOLIO PICTURES OMITTED]

--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties 14
Location (City/State) Various/Various
Property Type MHC(1)
Size (Pads) 3,006
Percentage Occupancy as of various occupancy
dates 88.7%
Year Built Various
Average Rent Per Pad $319.11
Appraised Value $76,850,000
Underwritten Revenues $10,874,133
Underwritten Total Expenses $4,744,769
Underwritten Net Operating Income (NOI) $6,129,363
Underwritten Net Cash Flow (NCF) $5,979,062
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------

Mortgage Loan Seller MLML
Origination Date February 18, 2004
Aggregate Cut-off Date Principal Balance $60,332,290
Cut-off Date Loan Balance Per Pad $20,071
Percentage of Initial Mortgage Pool Balance 5.4%
Number of Mortgage Loans 2
Type of Security (fee/leasehold) Fee
Mortgage Rate 5.530%(2) & 5.050%(3)
Amortization Type Balloon
IO Period (Months) 0
Original Term to Maturity/ARD (Months) 120(2) & 60(3)
Original Amortization Term (Months) 360
Lockbox Soft-Springing Hard(4)
Cut-off Date LTV Ratio(5) 78.5%
LTV Ratio at Maturity or ARD(5) 69.0%
Underwritten DSCR on NOI(5) 1.51x
Underwritten DSCR on NCF(5) 1.47x
--------------------------------------------------------------------------------

---------------------
(1) Manufactured Housing Community.

(2) With respect to the ARC MHC 10 Year Loan.

(3) With respect to the ARC MHC 5 Year Loan.

(4) Each of the ARC MHC Portfolio Loans is structured with local collection
accounts with banks located within or close to the states in which the ARC
MHC Properties are located and a central collection account all of which
are under the control of the lender. The respective borrowers are required
to deposit all rents, revenues and receipts from each of the borrower's
respective ARC MHC Properties into the local collection accounts and/or the
central collection account. The lender is authorized to transfer all
collected and available balances from the local collection accounts to the
central collection account to be held until disbursed by the lender. On
each monthly debt service payment date, any funds remaining after payment
of debt service, escrows/reserves, fees/expenses and other amounts under
the respective loan agreements (the "Residual Funds") are disbursed to the
respective borrowers, provided no event of default is continuing. Upon the
occurrence of an event of default and upon the request of the lender, each
borrower is required to deliver to each tenant at its respective ARC MHC
Properties an irrevocable direction letter directing such tenant to pay all
rents and other sums payable by such tenant under its lease directly into
the central collection account (or into the local collection accounts, as
the lender may request). During the continuance of an event of default, all
Residual Funds will remain under the control of the lender and may be
allocated in the lender's sole discretion to the payment of the
indebtedness.

(5) Weighted average of both loans.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

[ARC MHC PORTFOLIO MAP OMITTED]

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

[GRAPHIC OMITTED]

[ARC MHC PORTFOLIO MAP OMITTED]

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

THE LOANS. The mortgage loans (the "ARC MHC 10 Year Loan" and the "ARC MHC 5
Year Loan" and collectively the, "ARC MHC Portfolio Loans") are evidenced by
two notes that are cross-collateralized and cross-defaulted with each other
that are secured by first mortgages or deeds of trusts encumbering 14
manufactured housing communities (each, a "ARC MHC Property" and collectively,
the "ARC MHC Properties,") located throughout the United States of America. The
ARC MHC Portfolio Loans represent approximately 5.4% of the initial mortgage
pool balance and 22.5% of the initial mortgage pool balance of loan group 2.
The ARC MHC Portfolio Loans were originated on February 18, 2004, and have a
principal balance as of the cut-off date of approximately $60,332,290.08.

The ARC MHC 10 Year Loan has a remaining term of 114 months to its maturity
date of March 1, 2014. The ARC MHC 5 Year Loan has a remaining term of 54
months to its anticipated maturity date of March 1, 2009. The ARC MHC Portfolio
Loans permit defeasance with United States government obligations beginning two
years after securitization of the ARC MHC Portfolio Loans.

THE BORROWERS. There are two borrowers under the ARC MHC Portfolio Loans. Each
borrower was established as a special purpose entity. Legal counsel to the
borrowers delivered a non-consolidation opinion in connection with the
origination of the ARC MHC Portfolio Loans. The sponsor of the borrowers is the
publicly traded REIT, Affordable Residential Communities Inc. and Affordable
Residential Communities LP (NYSE: ARC), ("ARC,") a Denver based Real Estate
Investment Trust that builds and manages affordable housing communities. ARC
currently owns and operates approximately 67,000 home sites located in 302
communities in 29 states, making them the largest owner and operator of
manufactured housing communities in the United States. As of September 1, 2004
ARC had a market capitalization of approximately $637 million.

THE PROPERTIES. The ARC MHC Properties consists of 14 manufactured housing
communities located across eight states. There are a total of 3,006 pads with a
weighted average occupancy of 88.7%. On average, there are 215 pads per
location. Communities range in size from 70 to 421 pads. The two largest state
concentrations are Utah with four communities totaling 851 home sites (28.3%),
and Texas with three communities totaling 625 home sites (20.8%). As of the
closing of the ARC MHC Portfolio Loans, 371 pads are currently leased to ARC
Housing, LLC or its affiliates, which are subsidiaries of ARC, under one or
more leases, which leases provide for rent to be payable for each leased pad in
the event the pad is subleased to a third party or the related manufactured
housing community is more then 97% leased. Any such rents are to be no less
than the greater of the subrental rate for the pad or market rates.

The following table presents certain information relating to the ARC MHC
Portfolio Loans:

--------------------------------------------------------------------------
PORTFOLIO PROPERTIES
--------------------
YEAR
BUILT/ NUMBER
PROPERTY NAME LOCATION RENOVATED OF PADS
--------------------------------------------------------------------------

Chateau Jonesboro .......... Jonesboro, GA 1968 75
Lakewood Estates ........... Davenport, IA 1976/1997 180
Green Park South ........... Pelham, AL 1972 421
Misty Winds ................ Corpus Christi, TX 1984 354
Cottonwood Grove ........... Plano, TX 1985/1999 152
Sunset Vista ............... Magna, UT 1986 207
Trailmont .................. Goodlettsville, TN 1968 131
Riverdale .................. Riverdale, UT 1967 232
Villa West (UT) ............ West Jordan, UT 1973 211
Western Hills .............. Davie, FL 1971 394
Terrace II ................. Casper, WY 1975 70
Riverside (UT) ............. West Valley City, UT 1998 201
Hampton Acres .............. Desoto, TX 1981 119
Southridge Estates ......... Des Moines, IA 1968-1998 259
--------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE ..... 3,006
--------------------------------------------------------------------------

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

% OF AVERAGE
TOTAL AVERAGE MARKET APPRAISED
PROPERTY NAME PADS RENT/PAD RENT/PAD(1) OCCUPANCY VALUE(1)
----------------------------------------------------------------------------------------------

Chateau Jonesboro .......... 2.5% $ 268 $ 268 100.0% $ 1,930,000
Lakewood Estates ........... 6.0% $ 282 $ 282 90.6% $ 3,800,000
Green Park South ........... 14.0% $ 255 $ 255 93.6% $ 8,100,000
Misty Winds ................ 11.8% $ 273 $ 263 89.2% $ 6,620,000
Cottonwood Grove ........... 5.1% $ 375 $ 375 80.3% $ 4,750,000
Sunset Vista ............... 6.9% $ 315 $ 315 76.3% $ 5,760,000
Trailmont .................. 4.4% $ 295 $ 295 93.1% $ 2,900,000
Riverdale .................. 7.7% $ 300 $ 300 96.1% $ 6,990,000
Villa West (UT) ............ 7.0% $ 365 $ 365 96.7% $ 7,100,000
Western Hills .............. 13.1% $ 470 $ 470 96.2% $14,900,000
Terrace II ................. 2.3% $ 195 $ 195 98.6% $ 1,200,000
Riverside (UT) ............. 6.7% $ 340 $ 340 81.6% $ 5,100,000
Hampton Acres .............. 4.0% $ 291 $ 291 68.1% $ 2,350,000
Southridge Estates ......... 8.6% $ 290 $ 290 85.3% $ 5,350,000
----------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE ..... 100.0% $319.11 $317.93 88.7% $76,850,000
----------------------------------------------------------------------------------------------

---------------------
(1) Certain information is from the third-party appraisals. The appraisals rely
upon various assumptions, and no representation is made as to the accuracy
of the assumptions underlying the appraisals.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

ESCROWS. The following escrows/reserves have been established with respect to
the ARC MHC Loan:

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

Taxes ............................ $ 246,601.39 $ 102,236.09
Insurance ........................ $ 41,870.97 $ 11,528.17
Deferred Maintenance ............. $ 1,149,468.75 $ 0
Replacement Reserve .............. $ 12,525.00 $ 12,525.00(1)
Master Lease Reserve ............. $ 107,995.00 $ 0
Security Deposit Reserve ......... $ 574,788.97 $ 0
Prepaid Rent Reserve ............. $ 25,366 $ 0
--------------------------------------------------------------------------

RELEASE PROVISIONS. Pursuant to the defeasance provisions set forth in the loan
documents, the borrowers may elect to defease a portion of the ARC MHC
Portfolio Loans in connection with a partial release (a "Partial Release") of
up to two of the ARC MHC Properties per loan provided that the conditions set
forth in the loan documents are satisfied, including: (i) No Partial Release
will be permitted until after the second anniversary of [securitization closing
date] or if any event of Default (as defined in the loan documents) has
occurred and is continuing, (ii) Borrower must establish to lender's
satisfaction that the debt service coverage ratio (as determined in accordance
with the loan documents) for the remainder of the ARC MHC Properties for the
related loan (i.e., exclusive of any income from the Partial Release property)
is and shall continue to be equal to or greater than the greater of (a) the
debt service coverage ratio for the ARC MHC Properties for the related loan
calculated immediately prior to the Partial Release, and (b) 1.30x, (iii)
Borrower will complete a partial defeasance equal to 125% of the allocated loan
amount for the Partial Release property and (iv) LTV lesser of (a) 75% or (b)
LTV of Mortgage Property (inclusive of partial release property).

PROPERTY MANAGEMENT. ARC Management Services, Inc. is the property manager for
all of the ARC MHC Properties. The property manager is affiliated with the
borrowers.

---------------------
(1) The monthly replacement reserve will be terminated after one year from the
origination date of the ARC MHC Portfolio Loan.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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

[THIS PAGE INTENTIONALLY LEFT BLANK.]

MERRILL LYNCH MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

U-HAUL PORTFOLIO

[U-HAUL PORTFOLIO PICTURES OMITTED]

--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties 34
Location (City/State) Various/Various
Property Type Self Storage
Size (Sq. Ft.) 1,523,070
Percentage Occupancy as of various occupancy
dates 80.0%(1)
Year Built Various
Average Rent Per Unit $78.28
Appraised Value $80,760,000
Underwritten Revenues $12,125,154
Underwritten Total Expenses $5,283,698
Underwritten Net Operating Income (NOI) $6,841,455
Underwritten Net Cash Flow (NCF) $6,612,871
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller MLML
Origination Date June 30, 2004
Aggregate Cut-off Date Principal Balance $50,276,246
Cut-off Date Loan Balance Per SF $33
Percentage of Initial Mortgage Pool Balance 4.5%
Number of Mortgage Loans 2
Type of Security (fee/leasehold) Fee
Mortgage Rate 6.625%
Amortization Type Balloon
IO Period (Months) 0
Original Term to Maturity/ARD (Months) 120
Original Amortization Term (Months) 300
Lockbox Soft-Springing Hard(2)
Cut-off Date LTV Ratio(3) 62.3%
LTV Ratio at Maturity or ARD(3) 49.3%
Underwritten DSCR on NOI(3) 1.66x
Underwritten DSCR on NCF(3) 1.60x
--------------------------------------------------------------------------------

---------------------
(1) Occupancy is based on square footage.

(2) The loan is structured with a springing lockbox account under the control
of the lender into which all rents, revenues, and receipts from the U-Haul
Portfolio Properties are required to be deposited following the occurrence
of a Trigger Event . The lender is authorized to transfer all collected and
available balances from the lockbox account to the cash management account
to be held until disbursed by the lender. On each monthly debt service
payment date, any funds remaining after payment of debt service,
escrows/reserves, fees/expenses, and other amounts due under the loan
agreement ("Residual Funds") are disbursed to the U-Haul Portfolio Borrower
provided no event of default is continuing. Upon the occurrence of an event
of default, all Residual Funds shall remain under the control of the lender
and may be used by the lender in its sole and absolute discretion. A "
Trigger Event " occurs upon the earliest to occur of (a) an event of
default or (b) the date on which the aggregate debt service coverage, as
determined by the lender in its sole and absolute discretion, shall fall
below 1.15:1.0.

(3) Weighted average of both loans.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

[U-HAUL PORTFOLIO MAP OMITTED]

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

[U-HAUL PORTFOLIO MAP GRAPHIC OMITTED]

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

THE LOANS. The mortgage loans (the "U-Haul Portfolio 2 Loan" and the "U-Haul
Portfolio 3 Loan" and collectively the, "U-Haul Portfolio Loans" ) are
evidenced by two notes that are cross-collateralized and cross-defaulted with
each other and that are secured by first mortgages or deeds of trusts
encumbering 34 self storage facilities (each, a "U-Haul Property" and
collectively, the "U-Haul Properties") located in 18 states throughout the
United States of America. The U-Haul Portfolio Loans represent approximately
4.5% of the initial mortgage pool balance and 5.9% of the initial group 1
balance. The U-Haul Portfolio Loans were originated on June 30, 2004, and have
a principal balance as of the cut-off date of approximately $50,276,245.91.

Each U-Haul Portfolio Loan has a remaining term of 118 months to its maturity
date of July 1, 2014. The U-Haul Portfolio Loans permits defeasance with United
States government obligations beginning two years after securitization of the
U-Haul Portfolio Loans.

THE BORROWERS. The borrower for the U-Haul Portfolio 2 Loan is Three-B SAC
Self-Storage Limited Partnership (the "U-Haul Portfolio 2 Borrower") and the
borrower for the U-Haul Portfolio 3 Loan is Three-C SAC Self-Storage Limited
Partnership (the "U-Haul Portfolio 3 Borrower") (collectively, the "U-Haul
Portfolio Borrowers"). The U-Haul Portfolio 2 Borrower is 1% owned by Three-B
SAC Self-Storage GP Corporation and 99% owned by SAC Holding Corporation. The
U-Haul Portfolio 3 Borrower is 1% owned by Three-C SAC Self Storage GP
Corporation and 99% owned by SAC Holding Corporation. Legal counsel to the
U-Haul Portfolio Borrowers delivered a non-consolidation opinion in connection
with the origination of the U-Haul Portfolio Loans. SAC Holding Corporation,
and its affiliates, are primarily engaged in the ownership of self-storage
facilities throughout the United States and Canada. The properties are managed
by U-Haul International, Inc., a wholly owned subsidiary of AMERCO (NasdaqNM:
UHAL).

THE PROPERTIES. The U-Haul Properties consist of 34 self-storage facilities
located across 18 states. There are a total of 15,076 units with a weighted
average occupancy of 80.2%. On average, there are 443 units per location.
Communities range in size from 179 to 913 units. The two largest state
concentrations are Florida with eight facilities totaling 3,374 units (22.4%)
and New Jersey with two facilities totaling 1,376 units (9.1%).

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

The following table presents certain information relating to the U-Haul
Properties:

-------------------------------------------------------------------------------------
PORTFOLIO PROPERTIES
--------------------
YEAR BUILT/
PROPERTY NAME LOCATION RENOVATED SF
-------------------------------------------------------------------------------------

U-HAUL HOFFMAN ESTATES ........... Hoffman Estates, IL 1978 73,845
U-HAUL CENTER MALDEN ............. Malden, MA 1890 19,757
U-HAUL STORAGE SPRING VALLEY...... Spring Valley, CA 1985 66,242
U-HAUL STORAGE LINCOLN ........... Oklahoma City, OK 1975 38,655
U-HAUL STORAGE BETHANY ........... Oklahoma City, OK 1979 45,350
U-HAUL STORAGE PFLUGERVILLE ...... Pflugerville, TX 1986 36,420
U-HAUL STORAGE GIBRALTAR ......... Jackson, MS 1972 17,138
U-HAUL STORAGE CLARKSTON ......... Clarkston, GA 1987 27,875
U-HAUL STORAGE CLARKSTON, GA...... Clarkston, GA 1988 35,000
U-HAUL STORAGE ORANGE CITY ....... DeBary, FL 1986 32,654
U-HAUL STORAGE NEW SMYRNA ........ New Smyrna Beach, FL 1967/1987 25,152
U-HAUL STORAGE OF PARK STREET..... Saint Petersburg, FL 1989 56,200
U-HAUL STORAGE BRUNSWICK ......... Brunswick, ME 1986 22,625
U-HAUL STORAGE HANOVER ........... Hanover, MA 1989 64,650
U-HAUL STORAGE CHEEKTOWAGA........ Cheektowaga, NY 1984 44,068
U-HAUL STORAGE HIGHTSTOWN ........ Monroe, NJ 1985 94,140
U-HAUL STORAGE SALEM
TURNPIKE ....................... Roanoke, VA 1975/1986 58,687
U-HAUL STORAGE GRANT ROAD
BLVD ........................... Tucson, AZ 1979 27,180
U-HAUL STORAGE BEAVERCREEK ....... Beavercreek, OH 1990 42,750
U-HAUL STORAGE BYRNE ROAD ........ Toledo, OH 1990 50,625
U-HAUL STG WILMA RUDOLPH
BLVD ........................... Clarksville, TN 1985 35,700
U-HAUL STORAGE NAFB .............. Las Vegas, NV 1984 45,460
U-HAUL STORAGE APPLE VALLEY ...... Clinton, MA 1960 & 1980 38,900
U-HAUL STORAGE EL CAMINO AVE...... Sacramento, CA 1986 46,075
U-HAUL STORAGE 103RD STREET ...... Jacksonville, FL 1979 54,350
U-HAUL STORAGE MAYPORT ROAD....... Atlantic Beach, FL 1983 68,336
U-HAUL STORAGE NEW PORT
RICHEY ......................... New Port Richey, FL 1989 52,688
U-HAUL STORAGE SOUTH TAMPA ....... Tampa, FL 1988 44,471
U-HAUL STORAGE CLEMENTON ......... Clementon, NJ 1988 - 1990 58,400
U-HAUL STORAGE SAINT
AUGUSTINE ...................... Saint Augustine, FL 1986 35,872
U-HAUL STORAGE GAITHERSBURG....... Gaithersburg, MD 1986 48,925
U-HAUL STORAGE TX CENTRAL
PKWY ........................... Waco, TX 1984 24,205
U-HAUL STORAGE SPARKMAN
DRIVE .......................... Huntsville, AL 1978 46,225
U-HAUL STORAGE MARIETTA .......... Marietta, GA 1984 44,450
-------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE ........... 1,523,070
-------------------------------------------------------------------------------------

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

AVERAGE
AVERAGE MARKET APPRAISED
PROPERTY NAME % OF SF RENT/UNIT RENT/UNIT(1) OCCUPANCY(2) VALUE(1)
----------------------------------------------------------------------------------------------------

U-HAUL HOFFMAN ESTATES ........... 4.85% $ 88.43 $ 88.94 72.2% $ 3,500,000
U-HAUL CENTER MALDEN ............. 1.30% $ 67.50 $ 64.88 70.7% $ 1,600,000
U-HAUL STORAGE SPRING VALLEY...... 4.35% $ 85.79 $ 84.52 87.8% $ 6,910,000
U-HAUL STORAGE LINCOLN ........... 2.54% $ 55.80 $ 63.30 90.9% $ 1,710,000
U-HAUL STORAGE BETHANY ........... 2.98% $ 62.92 $ 67.65 79.1% $ 1,450,000
U-HAUL STORAGE PFLUGERVILLE ...... 2.39% $ 76.93 $ 75.76 52.4% $ 1,200,000
U-HAUL STORAGE GIBRALTAR ......... 1.13% $ 54.00 $ 62.39 83.8% $ 480,000
U-HAUL STORAGE CLARKSTON ......... 1.83% $ 51.19 $ 58.14 87.1% $ 1,190,000
U-HAUL STORAGE CLARKSTON, GA...... 2.30% $ 76.88 $ 66.43 66.9% $ 1,600,000
U-HAUL STORAGE ORANGE CITY ....... 2.14% $ 79.80 $ 80.59 85.4% $ 2,470,000
U-HAUL STORAGE NEW SMYRNA ........ 1.65% $ 69.35 $ 66.67 96.4% $ 1,630,000
U-HAUL STORAGE OF PARK STREET..... 3.69% $ 90.92 $ 94.12 100% $ 4,370,000
U-HAUL STORAGE BRUNSWICK ......... 1.49% $ 96.52 $ 97.16 95.1% $ 1,520,000
U-HAUL STORAGE HANOVER ........... 4.24% $ 108.23 $ 113.01 78.9% $ 4,770,000
U-HAUL STORAGE CHEEKTOWAGA........ 2.89% $ 64.07 $ 71.77 71.5% $ 1,000,000
U-HAUL STORAGE HIGHTSTOWN ........ 6.18% $ 108.35 $ 114.45 86.9% $ 8,320,000
U-HAUL STORAGE SALEM
TURNPIKE ....................... 3.85% $ 62.48 $ 68.09 72.1% $ 2,600,000
U-HAUL STORAGE GRANT ROAD
BLVD ........................... 1.78% $ 48.97 $ 52.43 89.0% $ 1,350,000
U-HAUL STORAGE BEAVERCREEK ....... 2.81% $ 75.15 $ 81.47 86.3% $ 2,020,000
U-HAUL STORAGE BYRNE ROAD ........ 3.32% $ 75.08 $ 77.35 76.6% $ 2,200,000
U-HAUL STG WILMA RUDOLPH
BLVD ........................... 2.34% $ 52.96 $ 49.45 84.9% $ 1,600,000
U-HAUL STORAGE NAFB .............. 2.98% $ 44.33 $ 43.86 84.4% $ 1,000,000
U-HAUL STORAGE APPLE VALLEY ...... 2.55% $ 109.56 $ 108.26 74.9% $ 2,460,000
U-HAUL STORAGE EL CAMINO AVE...... 3.03% $ 97.79 $ 87.38 80.0% $ 2,920,000
U-HAUL STORAGE 103RD STREET ...... 3.57% $ 68.32 $ 77.17 73.7% $ 1,800,000
U-HAUL STORAGE MAYPORT ROAD....... 4.49% $ 74.69 $ 75.54 83.8% $ 2,830,000
U-HAUL STORAGE NEW PORT
RICHEY ......................... 3.46% $ 83.48 $ 87.09 86.8% $ 1,350,000
U-HAUL STORAGE SOUTH TAMPA ....... 2.92% $ 77.31 $ 77.26 79.2% $ 2,160,000
U-HAUL STORAGE CLEMENTON ......... 3.83% $ 94.31 $ 95.02 82.7% $ 4,040,000
U-HAUL STORAGE SAINT
AUGUSTINE ...................... 2.36% $ 102.58 $ 98.53 86.1% $ 1,860,000
U-HAUL STORAGE GAITHERSBURG....... 3.21% $ 102.56 $ 87.60 56.7% $ 3,200,000
U-HAUL STORAGE TX CENTRAL
PKWY ........................... 1.59% $ 72.13 $ 70.76 91.8% $ 750,000
U-HAUL STORAGE SPARKMAN
DRIVE .......................... 3.03% $ 54.64 $ 52.65 67.7% $ 1,200,000
U-HAUL STORAGE MARIETTA .......... 2.92% $ 79.15 $ 75.99 69.7% $ 1,700,000
----------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE ........... 100.00% $ 78.28 $ 79.03 80.0% $80,760,000
----------------------------------------------------------------------------------------------------

(2) Occupancy is weighted on square footage.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

ESCROWS. The following escrows/reserves have been established with respect to
the U-Haul Portfolio Loans:

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

Taxes ............................. $ 313,414.74 $ 67,696.87
Insurance ......................... $ 0 $ 26,469.26
Replacement Reserve ............... $ 345,000 $ 0
Immediate Repair Reserve. ......... $ 584,506.25 $ 19,072.63
--------------------------------------------------------------------------

PARTIAL DEFEASANCE. Pursuant to the defeasance provisions set forth in the loan
documents, the borrowers may elect to defease a portion of the U-Haul Portfolio
Loans in connection with a partial release (a "Partial Release") of the U-Haul
Properties (each, a "Partial Release Property"), provided that the conditions
set forth in the loan documents are satisfied, including: (i) No Partial
Release will be permitted until after the second anniversary of [securitization
closing date] or if any Event of Default (as defined in the loan documents) has
occurred and is continuing, (ii) borrower must establish, to lender's
satisfaction, that the debt service coverage ratio (as determined in accordance
with the loan documents) for the remainder of the U-Haul Properties for the
related loan (i.e., exclusive of any income from the Partial Release Property)
is and shall continue to be equal to or greater than the greater of (a) the
debt service coverage ratio for the U-Haul Properties for the related loan
calculated immediately prior to the Partial Release, and (b) the DSCR for the
U-Haul properties as of the closing date, and (iii) borrower will complete a
partial defeasance equal to 125% of the allocated loan amount for the Partial
Release Property.

PROPERTY MANAGEMENT. U-Haul International, Inc. is the property manager for all
of the U-Haul Properties. The property manager is affiliated of the borrowers.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

1900 OCEAN APARTMENTS
---------------------

[1900 OCEAN APARTMENTS PICTURES OMITTED]

--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties 1
Location (City/State) Long Beach, CA
Property Type Multifamily
Size (Units) 266
Percentage Occupancy as of May 7, 2004 95.1%
Year Built 1966
Year Renovated 2003
Appraised Value $61,000,000
Underwritten Occupancy 93.5%
Underwritten Revenues $5,509,815
Underwritten Total Expenses $1,945,681
Underwritten Net Operating Income (NOI) $3,564,134
Underwritten Net Cash Flow (NCF) $3,504,284
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller MLML
Origination Date 5/12/04
Cut-off Date Principal Balance $46,000,000
Cut-off Date Loan Balance Per Unit $172,932.33
Percentage of Initial Mortgage Pool Balance 4.1%
Number of Mortgage Loans 1
Type of Security (fee/leasehold) Fee
Mortgage Rate 5.10%
Amortization Type IO-Balloon
IO Period (Months) 36
Original Term to Maturity/ARD (Months) 120
Original Amortization Term (Months) 360
Lockbox None
Cut-off Date LTV Ratio 75.4%
LTV Ratio at Maturity or ARD 66.9%
Underwritten DSCR on NOI(1) 1.28x
Underwritten DSCR on NCF(1) 1.26x
--------------------------------------------------------------------------------

---------------------
(1) Underwritten DSCR on NOI and Underwritten DSCR on NCF were calculated by
applying a $3,250,000 performance reserve (the "Property Performance
Reserve") in the form of a Letter of Credit which will be held as
additional collateral for the remainder of the loan term and may be
released during the first 36 months of the loan based upon a minimum DSCR
of 1.26x on NCF and a maximum LTV of 80% pursuant to the mortgage loan
documents. The Underwritten DSCR on NOI and the Underwritten DSCR on NCF
before the application of the performance reserve are 1.19x and 1.17x,
respectively.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

[1900 OCEAN APARTMENTS MAP OMITTED]

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "1900 Ocean Apartments Loan") is evidenced by
a single promissory note and is secured by a first mortgage encumbering a
266-unit, 17-story apartment building located in Long Beach, California (the
"1900 Ocean Apartments Property"). The 1900 Ocean Apartments Loan represents
4.1% of the initial mortgage pool balance and 17.2% of the initial loan group 2
balance. The 1900 Ocean Apartments Loan was originated on May 12, 2004, and has
a principal balance as of the cut-off date of $46,000,000.

The 1900 Ocean Apartments Loan has a remaining term of 117 months and a
maturity date of June 1, 2014. The 1900 Ocean Apartments Loan may be prepaid on
or after March 1, 2014, and permits defeasance with United States government
obligations beginning two years after the securitization of the 1990 Ocean
Apartments Loan.

THE BORROWER. The borrower was formed as a tenant-in-common structure,
consisting of Lyon 1900, LLC, a Delaware limited liability company, Lyon 1900
II, LLC, a Delaware limited liability company, 1900 Ocean Partners Holdings,
LLC, a Delaware limited liability company, and LH X Capital, LLC, a Delaware
limited liability company (collectively, the "Borrower"). Legal counsel to the
Borrower delivered a non-consolidation opinion in connection with the
origination of the 1900 Ocean Apartments Loan. The 1900 Ocean Apartments Loan
does not allow any additional tenant-in-common entities to be part of the
Borrower. The sponsor of the borrower is Frank T. Suryan Jr., who is a part of
The William Lyon Company. The William Lyon Company, a privately-held firm, was
founded over 45 years ago in Orange County, California by General William Lyon,
who remains the majority owner. Headquartered in Newport Beach, CA, the company
has developed more than 75,000 homes and managed over 11,000 apartment units.

THE PROPERTY. The 1900 Ocean Apartments Property, with beach front access,
consists of one 17-story building containing 266 multifamily units located
along Ocean Boulevard in Long Beach, CA. The 1900 Ocean Apartments Property was
constructed in 1966 and renovated in 2003, includes studio, one, and two
bedroom units plus 8 penthouses. The subject is also improved with a fitness
center, a business center, a common room/clubhouse with ocean views, an outdoor
pool and spa, and a paddle tennis court.

The following table presents certain information relating to the unit
configuration of 1900 Ocean Apartments:

---------------------------------------------------------------------------------------------------------------------------------
MULTIFAMILY INFORMATION
-----------------------

AVERAGE UNIT NET RENTABLE AVERAGE MONTHLY AVERAGE MONTHLY
UNIT MIX NO. OF UNITS SQUARE FEET SF % OF TOTAL UNITS ASKING RENT MARKET RENT/UNIT(1)
---------------------------------------------------------------------------------------------------------------------------------

Studio ................ 84 478 SF 40,180 SF 32% $1,107 $1,108
1BR/1BA ............... 101 747 SF 75,439 SF 38% $1,343 $1,349
2BR/2BA ............... 52 1,147 SF 59,652 SF 20% $2,245 $2,240
3BR/2BA ............... 28 1,508 SF 42,224 SF 11% $2,788 $2,790
4BR/2BA ............... 1 1,902 SF 1,902 SF 0% $4,499 $4,470
---------------------------------------------------------------------------------------------------------------------------------
AVERAGE/TOTAL ......... 266 825 SF 219,397 SF 100% $1,609 $1,610
---------------------------------------------------------------------------------------------------------------------------------

THE MARKETS(1). The 1900 Ocean Apartments Property is located in the City of
Long Beach, Los Angeles County, California. Long Beach encompasses a land area
approximating 50 square miles and is situated in the southern portion of Los
Angeles County. It is bordered by the cities of Compton, Paramount, Bellflower,
Lakewood and Signal Hill to the north; unincorporated Orange County and the city
of Seal Beach to the east; the Pacific Ocean to the south; and the cities of Los
Angeles and Carson to the west. The 2000 population within a 1, 3 and 5 mile
radius of the 1900 Ocean Apartments Property was 42,627, 227,443 and 354,287,
respectively. The 2003 Average house hold income within a 1, 3 and 5 mile radius
was $44,311, $49,962 and $57,912, respectively. The Long Beach submarket has
exhibited a 2003 vacancy rate of 4.4% with average rent increases of 7.1% for
apartment buildings with 50 or more units.

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

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

TYPE: INITIAL MONTHLY
-----------------------------------------------------------------------------

Taxes ................................ $ 18,776.09 $ 9,388.05
Insurance ............................ $ 9,296.67 $ 9,296.67
Replacement Reserves ................. $ 0 $ 4,987.50
Immediate Repair Reserve(2) .......... $ 300,625.00 $ 0
Property Performance Reserve(3) ...... $ 3,250,000.00 $ 0
-----------------------------------------------------------------------------

---------------------
(1) Certain information is from the third party appraisal. The appraisal relies
upon many assumptions, and no representation is made as to the accuracy of
the assumption underlying the appraisal.

(2) Borrower is in the final stages of a complete renovation of the property.
The Immediate Repairs figure is 125% of the Engineer's estimate and
includes the unit renovation costs.

(3) The Borrower provided a $3,250,000 letter of credit at closing which may be
released within the first 36 months of the loan determined by a maximum LTV
of 80% and a minimum DSCR of 1.26x based upon the full loan amount of
$46,000,000 as well as other tests and criteria pursuant to the mortgage
loan documents. If the letter of credit is not released during the first 36
months of the loan, than it will remain in place as additional collateral
for the remaining term of the loan.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

PROPERTY MANAGEMENT. Lyon Management Group, an affiliate of the Borrower, is
the property manager for the 1900 Ocean Apartments Property. Lyon Management
Group owns 32 apartment projects and manages an additional 8 projects as a fee
manager (for a total of 40) comprising over 11,000 units across the United
States.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

1500 ECKINGTON PLACE
--------------------

[1500 ECKINGTON PLACE PICTURES OMITTED]

--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties 1
Location (City/State) Washington, D.C.
Property Type Office
Size (Sq. Ft.) 247,955
Percentage Occupancy as of May 1, 2004 100.0%
Year Built 1914
Appraisal Value $62,500,000
# of Tenants 2
Average Rent Per Square Foot $22.31(1)
Underwritten Occupancy 92.0%
Underwritten Revenues $6,432,445
Underwritten Total Expenses $2,606,973
Underwritten Net Operating Income (NOI) $3,825,471
Underwritten Net Cash Flow (NCF) $3,763,482
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller MLML
Origination Date 08/09/04
Cut-off Date Principal Balance $33,300,000
Cut-off Date Loan Balance Per SF $134.30
Percentage of Initial Mortgage Pool Balance 3.0%
Number of Mortgage Loans 1
Type of Security (fee/leasehold) Fee
Mortgage Rate 6.015
Amortization Type Balloon
IO Period (Months) 0
Original Term to Maturity/ARD (Months) 120
Original Amortization Term (Months) 360
Lockbox Hard(2)
Cut-off Date LTV Ratio 53.3%
LTV Ratio at Maturity or ARD 45.2%
Underwritten DSCR on NOI 1.59x
Underwritten DSCR on NCF 1.57x
--------------------------------------------------------------------------------

---------------------
(1) XM Satellite Radio, Inc.'s current contractual rent totals $3,733,196
($25.04/SF NNN), but is offset by a $65,000 annual abatement resulting in a
net annual rent of $3,668,196 ($24.61/SF NNN). The mortgage loan seller
utilized a blended market rent of $22.20/SF in the underwriting of the loan
for this tenant as the contractual rent was considered to be above market.

(2) The loan is structured with a lockbox account under the control of the
lender into which all rents, revenues, and receipts from the 1500 Eckington
Property are required to be deposited. Each tenant has been directed to
make its lease payments directly into the lockbox. The lender is authorized
to transfer all collected and available balances from the lockbox account
to the cash management account to be held until disbursed by the lender. On
each monthly debt service payment date, any funds remaining after payment
of debt service, escrows/reserves, fees/expenses, and other amounts due
under the loan agreement ("Residual Funds") are disbursed to the 1500
Eckington Borrower provided a Cash Flow Sweep Period is not continuing.
Upon the occurrence of a Cash Flow Sweep Period, all Residual Funds less
any property-related expenses shall remain under the control of the lender
and shall be deposited into the excess cash reserve account. Upon any
termination of a Cash Flow Sweep Period, all funds on deposit in the excess
cash reserve account shall be disbursed to the 1500 Eckington Borrower. A
"Cash Flow Sweep Period" occurs upon either (a) the occurrence of an event
of default or (b) when the 1500 Eckington Property's trailing twelve (12)
month debt service coverage (calculated quarterly) is less than 1.10:1.00
for the two (2) preceding consecutive calendar quarters and terminates upon
either (x) a cure of an event of default (the lender being under no
obligation to accept a cure) or (y) if the Cash Flow Sweep Period commenced
due to a low debt service coverage ratio, lender's determination that the
debt service coverage has been equal to or greater than 1.10:1.00 for the
two (2) preceding consecutive calendar quarters (provided that, during the
term of the loan, no more than three (3) terminations of a Cash Flow Sweep
Period may occur by reason of achievement of the required debt service
coverage ratio).

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

[1500 ECKINGTON PLACE MAP OMITTED]

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "1500 Eckington Place Loan") is evidenced by a
single promissory note secured by a first mortgage encumbering a single office
building located in Washington D. C. (the "1500 Eckington Place Property"). The
1500 Eckington Place Loan represents approximately 3.0% of the initial mortgage
pool balance and 3.9% of the initial group 1 balance. The 1500 Eckington Loan
was originated on August 9, 2004 ("Origination Date") and has a principal
balance as of the cut-off date of $33,300,000. The 1500 Eckington Place Loan
has a remaining term of 120 months to its maturity date of September 1, 2014.
The 1500 Eckington Place Loan may be prepaid on or after June 1, 2014, and
permits defeasance with United States government obligations beginning two
years after of the securitization of the 1500 Eckington Place Loan.

THE BORROWER. The borrower, XM 1500 Eckington LLC (the "1500 Eckington
Borrower"), a Delaware limited liability company, is a single-purpose,
bankruptcy-remote entity. The borrower's legal counsel delivered a
non-consolidation opinion at the closing of the loan. XM 1500 Eckington LLC, is
a wholly-owned, single-purpose subsidiary of XM Satellite Radio Holdings, Inc.
XM Satellite Radio Holdings, Inc. (NasdaqNM: XMSR) was started in the fall of
2001 and is the nation's leading provider of subscription-based satellite
radio. XM Satellite Radio Holdings Inc., reported total assets of $1.6 billion
including $377 million in cash and cash equivalents as of June 30, 2004. For
the second quarter 2004, XM Satellite Radio Holdings, Inc. reported record
quarterly revenue of $53.0 million, nearly tripling the $18.3 million reported
in the second quarter 2003. Revenue for the second quarter 2004 also
represented a 23 percent increase compared to revenue of $43.0 million reported
in the first quarter 2004. XM Satellite Radio Holdings, Inc. is headquartered
at the subject in Washington D.C. and has offices in Nashville, TN and New
York, NY.

THE PROPERTY. The 1500 Eckington Place Property consists of one office building
totaling 247,955 net rentable square feet located at 1500 Eckington Place, NE
in Washington D.C. The property is situated at the corner of Eckington Place NE
and Florida Avenue NE. The building sits on 3.34 acres of land and consists of
three above grade levels and one below grade level. Originally constructed in
1914 as a printing factory for Judd & Detweiler Printers, which printed
National Geographic among other publications, 1500 Eckington Place was
completely renovated in 2000.

The XM Satellite Radio space, in addition to standard office space, includes 82
state-of-the-art digital broadcasting studios, a satellite control facility, a
performance studio, a cafeteria, and a fitness center. The Qwest Communications
space has been converted into a telecom facility which is used as their
Mid-Atlantic data center, through which the company's main data switches
transport data traffic between Washington-area customers and nearby fiber-optic
trunk lines.

The following table presents certain information relating to the major tenants
at the 1500 Eckington Place Property:

-----------------------------------------------------------------------------------------------------------------------------------
TENANT
------
CREDIT
RATINGS
(MOODY'S/ SQUARE % BASE RENT LEASE
TENANT NAME PARENT COMPANY S&P)(1) FEET OF GLA PSF EXPIRATION
-----------------------------------------------------------------------------------------------------------------------------------

XM Satellite Radio, Inc. .. XM Satellite Radio Holdings, Inc. Caa1/CCC+ 149,062 60.1% $ 25.04 11/30/19
Qwest Communications ...... Qwest Communications International, Inc. Caa2/BB- 98,893 39.9% $ 17.50 4/15/19
-----------------------------------------------------------------------------------------------------------------------------------

The following table presents certain information relating to the lease rollover
schedule at the 1500 Eckington Place Property:

----------------------------------------------------------------------------------------------------------------------------------
LEASE ROLLOVER SCHEDULE(2,3)
----------------------------
NUMBER SQUARE % OF % OF BASE CUMULATIVE CUMULATIVE CUMULATIVE CUMULATIVE %
OF LEASES FEET GLA BASE RENT RENT SQUARE FEET % OF GLA BASE RENT OF BASE RENT
YEAR EXPIRING EXPIRING EXPIRING EXPIRING EXPIRING EXPIRING EXPIRING EXPIRING EXPIRING
----------------------------------------------------------------------------------------------------------------------------------

2008 .......... 1 0 0 $ 44,558 0.8% 0 0.0% $ 44,558 0.8%
2009 .......... 1 0 0 $ 23,360 0.4% 0 0.0% $ 67,918 1.2%
2019 .......... 2 247,955 100.0% $5,463,824 98.8% 247,955 100.0% $5,531,742 100.0%
----------------------------------------------------------------------------------------------------------------------------------
TOTAL ......... 4 247,955 100.0% $5,531,742 100.0% 247,955 100.0% $5,531,742 100.0%
----------------------------------------------------------------------------------------------------------------------------------

THE MARKET.(4) The 1500 Eckington Place Property is located in the Capitol Hill
office sub-market which contains over 11.7 million square feet of office space,
making it the third largest sub-market in the Washington D.C. office market.
The sub-market's overall vacancy rate was 3.85% as of year-end 2003. The
Washington, D.C. MSA's population as of 2000 was approximately 4.9 million with
an average household income of $89,026, exceeding most other MSAs. The dominant
employment sectors in metropolitan Washington are government and services,
which combined represent 63% of the region's employment base. The immediate
area surrounding the subject consists of a mixture of one- and two-story
commercial buildings including a two-story office/distribution facility
occupied by FedEx Worldwide Service Center. The 1500 Eckington Place Property
is located approximately 1.7 miles north of the United States Capitol.

(1) Ratings provided are for the entity listed in the "Parent Company" column
whether or not the parent company guarantees the lease.

(2) Information obtained from the underwritten rent roll.

(3) XM Satellite Radio, Inc. current contractual rent totals $3,733,196
($25.04/SF NNN), but is offset by a $65,000 annual abatement resulting in a
net annual rent of $3,668,196 ($24.61/SF NNN). The Mortgage Loan Seller
utilized a blended market rent of $22.20/SF in the underwriting of the loan
for this tenant as the contractual rent was considered to be above market.

(4) Certain information is from the third party appraisal. The appraisal relies
upon many assumptions, and no representation is made as to the accuracy of
the assumption underlying the appraisal.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

ESCROWS. The following escrow/reserve accounts have been established with
respect to the 1500 Eckington Place Loan:

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

TYPE: INITIAL MONTHLY
---------------------------------------------------------------------------

Taxes ............................ $ 60,892.30 $60,892.30
Insurance ........................ $ 59,000.00 $ 5,900.00
Capital Expenditures ............. $ 0 $ 5,166.00
Lease Rollover Reserves(1) ....... $4,000,000.00 $ 0
---------------------------------------------------------------------------

PROPERTY MANAGEMENT. The 1500 Eckington Place Property is self-managed by XM
1500 Eckington LLC, the Borrower.

---------------------
(1) These funds shall provide additional security for the loan and provide
liquidity to re-position and re-lease space should one of the tenants
vacate the premises. The funds in this reserve shall be released to the
Borrower only if XM Satellite Radio Holdings, Inc achieves a rating of at
least BBB or better by S&P, and at least Baa by Moody's, and maintains this
minimum rating for at least six continuous months.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

BEACH CLUB & VIRIDIAN LAKE
--------------------------

[BEACH CLUB & VIRIDIAN LAKE PICTURES OMITTED]

--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties 1
Location (City/State) Fort Myers, FL
Property Type Multifamily
Size (Units) 640
Percentage Occupancy as of August 31, 2004 93.9%
Year Built 1991
Appraised Value $40,530,000.00
Underwritten Occupancy 94.4%
Underwritten Revenues $5,411,513
Underwritten Total Expenses $2,753,014
Underwritten Net Operating Income (NOI) $2,658,499
Underwritten Net Cash Flow (NCF) $2,478,294
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller KEY
Origination Date March 31, 2004
Cut-off Date Principal Balance $32,150,000
Cut-off Date Loan Balance Per Unit $50,234.38
Percentage of Initial Mortgage Pool Balance 2.9%
Number of Mortgage Loans 1
Type of Security (fee/leasehold) Fee
Mortgage Rate 4.70%
Amortization Type Actual/360
IO Period (Months) 24
Original Term to Maturity/ARD (Months) 84
Original Amortization Term (Months) 360
Lockbox Soft-Springing Hard(1)
Cut-off Date LTV Ratio 79.3%
LTV Ratio at Maturity or ARD 72.8%
Underwritten DSCR on NOI 1.33x
Underwritten DSCR on NCF 1.24x
--------------------------------------------------------------------------------

---------------------
(1) The borrower/property manager must cause all income from the Beach Club and
Viridian Lake Property to be deposited into a lockbox account under control
of lender. An amount sufficient to fund all required payments and deposits
to reserves under the Beach Club and Viridian Lake Loan will be transferred
to an account maintained by the lender on a monthly basis. Until an event
of default occurs under the Beach Club and Viridian Lake Loan, any
remaining funds following the disbursement to lender will be transferred to
an account controlled by the borrower.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

[BEACH CLUB & VIRIDIAN LAKE MAP OMITTED]

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan ("Beach Club and Viridian Lake Loan") is evidenced
by a single note and is secured by a first mortgage encumbering two multifamily
projects in Fort Myers, Florida (the "Beach Club and Viridian Lake Property").
The Beach Club and Viridian Lake Loan represents 2.9% of the initial mortgage
pool balance and 12.0% of the initial mortgage pool balance of loan group 2.
The Beach Club and Viridian Lake Loan was originated on March 31, 2004, and has
a principal balance as of the cut-off date of $32,150,000.

The Beach Club and Viridian Lake Loan has a loan term of 84 months with
payments being amortized over 360 months. Payments of interest only are allowed
for the first 24 months of the loan term, with payments of principal and
interest due monthly thereafter until the Maturity Date of April 1, 2011. The
Beach Club and Viridian Lake Loan may be prepaid after December 31, 2010, and
permits defeasance with United States government obligations anytime after the
date which is two years and fifteen days after securitization of the Beach Club
and Viridian Lake Loan.

THE BORROWER. The borrower is FM Properties II, Ltd, a special purpose entity
(the "Borrower"). Legal counsel to the Borrower delivered a non-consolidation
opinion in connection with the origination of the Beach Club and Viridian Lake
Loan. The sponsor of the borrower is Alan T. Schiffman. Mr. Schiffman is a
Certified Public Accountant with experience as President of a major accounting
firm, Founder and Chairman of Pennsylvania-based Madison Bank, and as a real
estate developer and operator. Since 1984 Mr. Schiffman has been the sponsor of
economic real estate syndications and has developed in excess 500 affordable
housing units.

THE PROPERTY. The Beach Club and Viridian Lake Property are managed as one
property, consisting of 35 two- and three-story garden style apartment
buildings, which includes 640 residential units (320 at Beach Club & 320 at
Viridian Lake). The Beach Club and Viridian Lake Property was constructed in
1991 and includes one and two bedroom units situated on 37.79 acres. The
subject is also improved with two on-site leasing office/community buildings
with fitness centers, recreation rooms, business centers, two in-ground outdoor
swimming pools and spas, one indoor racquetball court, one tennis court, one
sand volleyball court, one sports court, and common laundry facilities. The
exterior of the buildings are stucco with concrete tile roofs and all units are
accessed via a covered alcove or breezeway protected exterior entrance. Each
unit is equipped with utility connections for a washer/dryer, and has a patio
or balcony. The kitchens are equipped with a frost-free refrigerator, electric
oven/range with overhead exhaust hood, dishwasher, and waste disposal.

The following table presents certain information relating to the unit
configuration of the Beach Club and Viridian Lake Property:

-----------------------------------------------------------------------------------------------------------------------------------
MULTIFAMILY INFORMATION
-----------------------
AVERAGE UNIT NET RENTABLE AVERAGE MONTHLY AVERAGE MONTHLY
UNIT MIX NO. OF UNITS SQUARE FEET SF % OF TOTAL UNITS ASKING RENT(1) MARKET RENT/UNIT(2)
-----------------------------------------------------------------------------------------------------------------------------------

1BR/1BA ............... 308 717 220,872 48.1% $644 $639
2BR/2BA ............... 332 1,007 334,180 51.9% $791 $776
-----------------------------------------------------------------------------------------------------------------------------------
AVERAGE/TOTAL ......... 640 867 555,052 100% $720 $710
-----------------------------------------------------------------------------------------------------------------------------------

THE MARKET(2). The Beach Club and Viridian Lake Property are located in
Southwest Florida in the City of Fort Myers, Lee County, Florida. Fort Myers is
convenient to most major metropolitan areas in the state, Tampa-St. Petersburg
is located 143 miles north, Miami-Ft. Lauderdale-West Palm Beach is
approximately 125 miles east, and Orlando is 200 miles northeast. Fort Myers
(Lee County) contains over 50 miles of coastline along the Gulf of Mexico and is
home to the resort destinations of Fort Myers Beach, Sanibel and Captiva
Islands.

The population and household growth in the Fort Myers MSA has historically
exceeded both the state and national growth rates. The U.S. Census Bureau
reports that the population within the Fort Myers MSA grew approximately 31.6%
from 335,113 in 1990 to 440,888 in 2000. Over the same time period, Florida's
population increased 23.5%, while the national population grew 13.2%. In 2003,
the county population was 477,434, which is an increase of approximately 2.14%
since the previous year.

According to the U.S. Bureau of Labor Statistics, as of July 2003, the Fort
Myers MSA contained a total employment base of 203,166. Despite the national
economic slowdown, which affected many metropolitan areas between 2000 and
2002, the Fort Myers market was able to maintain positive job growth. Since
1995, total employment within the Fort Myers MSA has expanded at a 2.8% annual
growth rate. The Fort Myers unemployment rate of 4.3% as of July 2003 is well
below the state and national unemployment levels of 5.5% and 6.3%,
respectively.

According to the 3Q2003 Market Report from Triad Research & Consulting, Inc.,
the Ft. Myers-Lee County apartment market consisted of 13,414 units. Of the 50
properties (12,510 units) that responded to the survey, 11,810 units were
occupied, resulting in a market occupancy of 94.4%. Annual rent growth has
ranged from 3.0% to 4.3% over the last five-year period and between 2002 and
2003, market rents have grown 3.9%. The Fort Myers apartment market is one of
the fastest-growing markets in the nation due, in part, to the area's strong
population and employment growth.

---------------------
(1) As of March 10, 2004.

(2) Certain information is form the third party appraisal. The appraisal relies
upon many assumptions, and no representation is made as to the accuracy of
the assumption underlying the appraisal.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

ESCROWS. The following escrow/reserve accounts have been established with
respect to the Beach Club and Viridian Lake Loan:

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

TYPE INITIAL MONTHLY
-------------------------------------------------------------

Taxes ........................ $ 0 $49,321
Insurance .................... $ 0 $19,823
Replacement Reserves ......... $ 0 $15,040
-------------------------------------------------------------

DEFEASANCE. The Borrower may obtain a release of the Beach Club and Viridian
Lake Property from the financing subject to certain conditions, including
providing defeasance collateral to the then-current loan amount for such
property.

PROPERTY MANAGEMENT. Naples Realty Group, LLC ("Naples"), an affiliate of the
borrower, is the property manager for the Beach Club and Viridian Lake
Property. Naples owns and manages 1,873 residential units in Pennsylvania and
Florida, as well as three office buildings totaling 1,217,000 SF in
Pennsylvania.

EQUITY FINANCING. Key Real Estate Equity Capital, Inc. ("KREEC"), has a
preferred equity investment in F.M. Properties I, LLC, a Florida limited
liability company ("Member"), which owns 100% of the limited partnership
interests in the Borrower and 100% of the membership interests in the general
partner of Borrower. KREEC has contributed $5,852,022 of capital to the
Borrower in exchange for membership interests in Member and a pledge of the
managing membership interest of Fort Myers Property Investments Co., L.L.C., a
Florida limited liability company ("Fort Co.") in Member. Pursuant to the
operating agreement of Member, KREEC is entitled to certain cash distributions
in consideration for its cash contribution. If KREEC does not receive those
cash distributions in accordance with the terms of the operating agreement,
KREEC may (i) remove Fort Co. as managing member and become the new managing
member of Member, (ii) exercise an option to put its interests in Member and
cause Fort Co. to purchase all interests of Member; or (ii) foreclose on the
pledged interest and become the sole member of Member. Any claims of KREEC to
payments, distributions or other amounts payable pursuant to the operating
agreement are subordinate to payments due to the holder of the Beach Club and
Viridian Lake Loan.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

520 BROADWAY
------------

[520 BROADWAY PICTURE OMITTED]

--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties 1
Location (City/State) Santa Monica, CA
Property Type Office
Size (Sq. Ft.) 113,141
Percentage Occupancy as of August 12, 2004 79.7%
Year Built 1981
Appraisal Value $32,100,000
# of Tenants 17
Average Rent Per Square Foot $24.61
Underwritten Occupancy 79.1%
Underwritten Revenues $3,371,967
Underwritten Total Expenses $1,228,653
Underwritten Net Operating Income (NOI) $2,143,314
Underwritten Net Cash Flow (NCF) $2,085,281
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller MLML
Origination Date 05/20/2004
Cut-off Date Principal Balance $24,600,000
Cut-off Date Loan Balance Per SF $217
Percentage of Initial Mortgage Pool Balance 2.2%
Number of Mortgage Loans 1
Type of Security (fee/leasehold) Fee
Mortgage Rate 6.154%
Amortization Type IO
IO Period (Months) 60
Original Term to Maturity/ARD (Months) 60
Original Amortization Term (Months) Interest Only
Lockbox1 Hard(1)
Cut-off Date LTV Ratio 76.6%
LTV Ratio at Maturity or ARD 76.6%
Underwritten DSCR on NOI 1.40x
Underwritten DSCR on NCF 1.36x
--------------------------------------------------------------------------------

---------------------
(1) The loan is structured with a lockbox account under the control of the
lender into which all rents, revenues, and receipts from the 520 Broadway
Property are required to be deposited. The lender is authorized to transfer
all collected and available balances from the lockbox account to the cash
management account to be held until disbursed by lender. On each monthly
debt service payment date, any funds remaining after payment of debt
service, escrows/reserves, fees/expenses, and other amounts due under the
loan agreement ("Residual Funds") are disbursed to the 520 Broadway
Borrower provided no event of default and/or a Cash Flow Sweep Period is
continuing. Upon occurrence of an event of default or a Cash Flow Sweep
Period, all "Residual Funds" shall remain under the control of the lender
and shall be deposited into the "Excess Cash Reserve Account". A "Cash Flow
Sweep Period" occurs when the 520 Broadway Property's trailing twelve (12)
month debt service coverage (calculated annually) is less than 1.15:1.00
and terminates upon lender's determination that the annualized trailing six
(6) month debt service coverage (calculated for each three (3) month period
following the commencement of the Cash Flow Sweep Period and then
annualized to calculate the six (6) month debt service coverage) is equal
to or greater than 1.15:1.00.

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

[520 BROADWAY MAP OMITTED]

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "520 Broadway Loan") is evidenced by a single
note and is secured by a first mortgage encumbering a six story office building
in Santa Monica, California (the "520 Broadway Property"). The 520 Broadway
Loan represents approximately 2.2% of the initial mortgage pool balance and
2.9% of the initial mortgage pool balance of loan group 1. The 520 Broadway
Loan was originated on May 20, 2004, and has a principal balance as of the
cut-off date of approximately $24,600,000.

The 520 Broadway Loan has a remaining term of 57 months to its maturity date of
June 1, 2009. The 520 Broadway Loan may be prepaid on or after January 1, 2007,
and defeasance with United States government obligations is permitted beginning
October 1, 2006.

THE BORROWER. The borrower is PalRock 520 Broadway, LLC (the "520 Broadway
Borrower"), a two-tier special purpose entity. Rockwood V REIT, Inc. MD Corp.,
the Borrower Principal, directly or indirectly, owns 95% of the 520 Broadway
Borrower, while Palisades 520 Associates, LLC, directly or indirectly, owns the
remaining 5% and acts as managing member of the 520 Broadway Borrower. Rockwood
Capital is a privately held institutional real estate investment manager.
Palisades Associates is controlled by Kevin Green, and operates as an
investment vehicle for his related property management company, Elkins Property
Management, Inc. Palisades Associates owns and manages office properties in
southern California with a separate management team of acquisition and
management personnel. Mr. Green purchased the 82 year old Elkins Management
Company in 1996, and through this entity he currently manages more than 100
properties in this region, including 8 million square feet of commercial
property, and 2,000 apartment units. Elkins Management Company has a large
management staff including finance, leasing, brokerage, acquisition, and
property management professionals, according to Elkins Management Company.

THE PROPERTY. The 520 Broadway Property consists of a six story black glass
office building totaling 113,141 square feet of net rentable area located at
520 Broadway in Santa Monica, California. The 520 Broadway Property is situated
at the corner of 6th and Broadway and is located two blocks west of the 10
Freeway and five blocks east of Ocean Avenue and Pacific Coast Highway. The 3rd
Street Promenade, which provides many dining and entertainment venues for
locals as well as tourists, is two blocks from the 520 Broadway Property.
Originally constructed in 1981, the 520 Broadway Property features a
subterranean parking garage. As of August 12, 2004, the 520 Broadway Property
was 79.7% leased to 17 tenants at an average rent of $24.61 per square foot.

The largest tenant is Four Media Company occupying approximately 20,159 square
feet or approximately 17.8% of net rentable area. Four Media Company provides
technical and creative services to producers and distributors of television
programming, feature films, etc. The second largest tenant is Diversified
Mercury Communications occupying approximately 15,941 square feet or
approximately 14.1% of net rentable area. Diversified Mercury Communications is
a thirteen year old company that specializes in TV and radio advertising and
promotional activities. The third largest tenant is New Urban West, Inc.
occupying approximately 12,358 square feet or approximately 10.9% of net
rentable area. New Urban West, Inc. is a developer of residential communities
in the southwest, and have been in tenancy since 1981 and continues to be an
active builder in the southern California market.

The following table presents certain information relating to the major tenants
at the 520 Broadway Property:

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

Four Media Company ......................... NA NR/NR 20,159 17.8% $35.40 09/30/2010
Diversified Mercury Communications ......... NA NR/NR 15,941 14.1% $30.97 04/05/2005
New Urban West, Inc. ....................... NA NR/NR 12,358 10.9% $22.20 04/30/2006
---------------------------------------------------------------------------------------------------------------------------

This material is for your private information and none of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

The following table presents certain information relating to the lease rollover
schedule at the 520 Broadway Property.

------------------------------------------------------------------------------------------------------------------------------------
LEASE ROLLOVER SCHEDULE(1)
--------------------------
NUMBER SQUARE % OF % OF BASE CUMULATIVE CUMULATIVE CUMULATIVE CUMULATIVE %
OF LEASES FEET GLA BASE RENT RENT SQUARE FEET % OF GLA BASE RENT OF BASE RENT
YEAR EXPIRING EXPIRING EXPIRING EXPIRING EXPIRING EXPIRING EXPIRING EXPIRING EXPIRING
------------------------------------------------------------------------------------------------------------------------------------

Vacant ....... NAP 23,414 NAP NAP NAP 23,414 20.7% NAP NAP
MTM .......... 1 1,731 1.5% $ 30,000 1.1% 25,145 22.2% $ 30,000 1.1%
2004 ......... 2 4,647 4.1% $ 141,338 5.1% 29,792 26.3% $ 171,338 6.2%
2005 ......... 6 28,195 24.9% $ 882,007 31.7% 57,987 51.3% $1,053,345 37.8%
2006 ......... 3 17,592 15.5% $ 447,395 16.1% 75,579 66.8% $1,500,740 53.9%
2007 ......... 3 12,766 11.3% $ 397,157 14.3% 88,345 78.1% $1,897,897 68.2%
2008 ......... 1 4,637 4.1% $ 172,496 6.2% 92,982 82.2% $2,070,393 74.4%
2009 ......... 0 0 0.0% $ 0 0% 92,982 82.2% $2,070,393 74.4%
2010 ......... 1 20,159 17.8% $ 713,629 25.6% 113,141 100.0% $2,784,022 100.0%
------------------------------------------------------------------------------------------------------------------------------------
Total ........ 17 113,141 100.0% $2,784,022 100.0% 113,141 100.0% $2,784,022 100.0%
------------------------------------------------------------------------------------------------------------------------------------

THE MARKET.(2) The 520 Broadway Property is located in the Santa Monica,
California office sub-market, with the broader market encompassing the Beverly
Hills and Century City markets. The larger market is characterized by mid-rise
office buildings which caters to small to mid sized tenants with most of the
occupants involved in the television or film industries. This market contrasts
with the overall Los Angeles MSA, which has a much broader tenant base, and a
wider product profile including large high rises in downtown Los Angeles
catering to finance and large corporate clients, and expansive single tenant
office parks in the valley area that primarily offer back office space, all of
which have inferior occupancy rates.

The Santa Monica submarket has maintained a historical vacancy rate of less
than 10%, making it one of the strongest markets in the Los Angeles MSA behind
the Beverly Hills triangle, which currently has a vacancy rate of 5.3%. The
current vacancy rate in Santa Monica is 13.1%, but its rate is inclusive of the
inferior properties located outside of the subject's competitive set as well as
several recently developed high-end large projects for large national tenants,
have not reached full occupancy. Based on directly competing properties which
maintain better occupancy than the general market, market vacancy in the 520
Broadway Property submarket is concluded to be 13.1%.

ESCROWS. The following escrow/reserve accounts have been established with
respect to the 520 Broadway Loan:

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

Taxes ........................... $ 29,417 $29,417
Insurance ....................... $ 28,004 $ 2,800
Capital Expenditures ............ $ 0 $ 1,840
Lease Rollover Reserves ......... $1,100,000 $30,000
----------------------------------------------------------------

PROPERTY MANAGEMENT. The 520 Broadway Property is managed by Elkins Property
Management Company, Inc., an affiliate of the 520 Broadway Borrower.

---------------------
(1) Information obtained from the August 12, 2004 rent roll.

(2) Certain information is from the 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, J.P. Morgan Securities Inc., KeyBanc
Capital Markets, a Division of McDonald Investments Inc., and Deutsche Bank
Securities Inc. (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 therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

150 & 200 MEADOWLANDS PARKWAY
-----------------------------

[150 & 200 MEADOWLANDS PARKWAY PICTURES OMITTED]

--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties 1
Location (City/State) Secaucus, New Jersey
Property Type Office
Size (Sq. Ft.) 211,962
Percentage Occupancy as of July 31, 2004 91.7%
Year Built 1978
Appraised Value $30,200,000
Underwritten Occupancy 87.0%
Underwritten Revenues $4,017,224
Underwritten Total Expenses $1,553,689
Underwritten Net Operating Income (NOI) $2,463,535
Underwritten Net Cash Flow (NCF) $2,228,257

--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller JPMorgan Chase Bank
Origination Date 7/15/2004
Cut-off Date Principal Balance $24,139,176.27
Cut-off Date Loan Balance Per SF $113.88
Percentage of Initial Mortgage Pool Balance 2.1%
Number of Mortgage Loans 1
Type of Security (fee/leasehold) Fee
Mortgage Rate 5.850%
Amortization Type Balloon
IO Period (Months) 0
Original Term to Maturity/ARD (Months) 120
Original Amortization Term (Months) 360
Lockbox None
Cut-off Date LTV Ratio 79.9%
LTV Ratio at Maturity or ARD 67.5%
Underwritten DSCR on NOI 1.44x
Underwritten DSCR on NCF 1.30x
--------------------------------------------------------------------------------

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc Capital
Markets, a Division of McDonald Investments Inc., and Deutsche Bank Securities
Inc. (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
therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

[150 & 200 MEADOWLANDS PARKWAY MAP OMITTED]

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc Capital
Markets, a Division of McDonald Investments Inc., and Deutsche Bank Securities
Inc. (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
therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "150 & 200 Meadowlands Parkway Loan") is
secured by a first mortgage on an approximately 211,962 square foot office
building (the "150 & 200 Meadowlands Parkway Property"). The 150 & 200
Meadowlands Parkway Loan represents approximately 2.1% of the initial mortgage
pool balance and 2.8% of the initial pool balance of loan group 1. The 150 & 200
Meadowlands Parkway Loan was originated on July 15, 2004 and has a principal
balance as of the cut-off date of approximately $24,139,176.

THE BORROWER. The borrower is Willroad Holdings LLC a newly formed entity in
connection with the acquisition of 150 & 200 Meadowlands Parkway. Willroad
Holdings LLC is a Delaware limited liability company with WillRoad Advisors, LLC
acting as Managing Member. Frank Kenny and Bruce Beswick own WillRoad Advisors,
LLC. Willroad Holdings LLC is being capitalized with $7 million with no single
investor owning more than 10%.

THE PROPERTY. The 150 & 200 Meadowlands Parkway Property consists of two office
buildings located in Secaucus, New Jersey. The property located at 150
Meadowlands Parkway is a four story building that contains 130,793 square feet
and the property located at 200 Meadowlands Parkway is a one- and part two-story
building containing 81,169 square feet situated on 9.4 acres. The two buildings
were constructed in 1978. Since then, the buildings have been renovated with
additions in 1990 and have undergone major capital improvements since 2000. Over
$4.5 million in extensive building renovations were completed in 2004. The 150 &
200 Meadowlands Parkway Property is located in the Meadowlands submarket in
northern New Jersey with direct access to Route 3 and Interstate 95. Major
tenants include Medical Economics Company, Inc., Delta Galil USA, Inc., and
Datek Online Holding Corp.

The following table presents certain information relating to the tenant
configuration of 150 & 200 Meadowlands Parkway:

TENANT INFORMATION
--------------------------------------------------------------------------
ANCHOR/ MAJOR TENANTS RATING SQUARE FEET
(MOODY'S/S&P/FITCH)
--------------------------------------------------------------------------

Medical Economics Company, Inc. ..... A1/NA/A+ 77,615
Delta Galil USA, Inc ................ NA/NA/NA 37,408
Datek Online Holding Corp ........... NA/NA/NA 32,610

-------------------------------------------------------------------------------------------------
ANCHOR/ MAJOR TENANTS % GLA BASE RENT PSF LEASE START(1) LEASE END(1)
-------------------------------------------------------------------------------------------------

Medical Economics Company, Inc. ..... 36.6% $21.34 6/3/03 2/29/12
Delta Galil USA, Inc ................ 17.6% $19.39 5/1/01 6/14/11
Datek Online Holding Corp ........... 15.4% $19.00 10/21/99 2/28/10

The following table presents certain information relating to the lease rollover
schedule at 150 & 200 Meadowlands Parkway.

----------------------------------------------------------------
LEASE ROLLOVER SCHEDULE(2)
----------------------------------------------------------------
NUMBER SQUARE % OF
OF LEASES FEET GLA BASE RENT
YEAR EXPIRING EXPIRING EXPIRING EXPIRING
----------------------------------------------------------------

Vacant ......... NAP 17,532 8.3% NAP
2004 ........... 1 9,078 4.3% $ 172,045
2005 ........... 2 7,165 3.4% $ 84,317
2006 ........... 1 3,119 1.5% $ 59,261
2007 ........... 1 16,335 7.7% $ 326,700
2008 ........... 1 11,100 5.2% $ 141,525
2009 ........... 0 0 0.0% $ 0
2010 ........... 1 32,610 15.4% $ 619,590
2011 ........... 2 37,408 17.6% $ 725,189
2012 ........... 2 77,615 36.6% $1,656,606
----------------------------------------------------------------
TOTAL .......... 11 211,962 100.0% $3,785,233
----------------------------------------------------------------

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

Vacant ......... NAP 17,532 8.3% NAP NAP
2004 ........... 4.5% 26,610 12.6% $ 172,045 4.5%
2005 ........... 2.2% 33,775 15.9% $ 256,362 6.8%
2006 ........... 1.6% 36,894 17.4% $ 315,623 8.3%
2007 ........... 8.6% 53,229 25.1% $ 642,323 17.0%
2008 ........... 3.7% 64,329 30.3% $ 783,848 20.7%
2009 ........... 0.0% 64,329 30.3% $ 783,848 20.7%
2010 ........... 16.4% 96,939 45.7% $1,403,438 37.1%
2011 ........... 19.2% 134,347 63.4% $2,128,627 56.2%
2012 ........... 43.8% 211,962 100.0% $3,785,233 100.0%
---------------------------------------------------------------------------------------
TOTAL .......... 100.0%
---------------------------------------------------------------------------------------

THE MARKET(3). The subject buildings are located in Secaucus, NJ in the
Meadowlands submarket of northern New Jersey, which has a population of 3.3
million in a 5 county area and an average household income of $88,755. The
property is located on Meadowlands Parkway at its intersection with American
Way. The subject buildings are located in a predominately office and light
industrial/distribution area of the Meadowlands. Local area accessibility is
considered to be excellent, although heavily trafficked. The subject buildings
have convenient access to major roadways and nearby access to Route 3 and
Interstate 95. In addition to the existing transportation infrastructure that
serves Hudson County, there are major mass transportation projects underway
within the MSA that will further enhance the MSA's mass transportation system.
The Secaucus Transfer station opened in 2003 connecting ten of NJ Transit's
commuter rail lines to each other and Manhattan.

The Meadowlands District contains over seven million square feet of office space
and approximately 94 million square feet of industrial space. Overall vacancy
rates for this seven million square feet of office product is 25.6% with asking
rents at $25.34/SF. Secaucus is closely tied with the Meadowlands

(1) Lease start and lease end dates represents the largest occupied space for
those tenants with multiple leases within the 150 & 200 Meadowlands Parkway
Properties.

(2) Information obtained from Borrower provided rent roll as of 7/31/04.

(3) Certain information from the third-party appraisal dated 5/14/04 may rely
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, J.P. Morgan Securities Inc., KeyBanc Capital
Markets, a Division of McDonald Investments Inc., and Deutsche Bank Securities
Inc. (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
therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

district economy, which has slowed considerably in the 1990's due to a lack of
developable land. The focal point of the Meadowlands District is the Meadowlands
Sports Complex located along Route 3 in East Rutherford. This complex houses the
Meadowlands Racetrack, Giants Stadium and Continental Airlines Arena.

The submarket contains 3.25 MSF of office inventory. Leasing activity has been
strong recently, as the vacancy rate fell from 12.8% in the first quarter of
2003 to 9.6% in the first quarter of 2004. Average rental rates for 1Q04 are
$24.01, up from $23.58 one year earlier.

ESCROWS. The following escrow/reserve accounts have been established with
respect to the 150 & 200 Meadowlands Parkway Loan:

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

Replacement Reserves ......... $0 $1,766.33
TI/LC......................... $0 $8,333.33
--------------------------------------------------------------------------------

PROPERTY MANAGEMENT. The subject property is self-managed by an affiliated
company of the borrowing entity, Willett Companies LLC.

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc Capital
Markets, a Division of McDonald Investments Inc., and Deutsche Bank Securities
Inc. (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
therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

JEFFERSON COMMONS
-----------------

[JEFFERSON COMMONS PICTURES OMITTED]

--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
Number of Mortgaged Real Properties 1
Location (City/State) Tampa, FL
Property Type Multifamily
Size (Beds) 1,002
Percentage Occupancy as of June 25, 2004 94.3%
Year Built 2000
Appraised Value $30,300,000
Underwritten Occupancy 94.9%
Underwritten Revenues $5,096,230
Underwritten Total Expenses $2,841,613
Underwritten Net Operating Income (NOI) $2,254,617
Underwritten Net Cash Flow (NCF) $2,129,367
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
Mortgage Loan Seller JPMorgan Chase Bank
Origination Date 6/30/2004
Cut-off Date Principal Balance $23,900,000
Cut-off Date Loan Balance Per Bed $23,852.30
Percentage of Initial Mortgage Pool Balance 2.1%
Number of Mortgage Loans 1
Type of Security (fee/leasehold) Fee
Mortgage Rate 5.480%
Amortization Type IO-Balloon
IO Period (Months) 24
Original Term to Maturity/ARD (Months) 60
Original Amortization Term (Months) 360
Lockbox Hard(1)
Cut-off Date LTV Ratio 78.9%
LTV Ratio at Maturity or ARD 75.7%
Underwritten DSCR on NOI 1.39x
Underwritten DSCR on NCF 1.31x
--------------------------------------------------------------------------------

---------------------
(1) The loan is structured with a property account under the control of the
lender into which all rents, revenues, and receipts from the Jefferson
Commons Property are required to be deposited. The property account banks
have an obligation to transfer all collected and available balances from
the property account to the lockbox account to be held until disbursed by
lender. On each payment date, provided no event of default is continuing,
any funds remaining after payment of debt service, reserves, lockbox fees
and other amounts due under the loan agreement are disbursed to the
mezzanine lender; provided, however, so long as no event of default is
continuing and there are sufficient funds on deposit in the lockbox account
to pay debt service, reserves, lockbox fees and other amounts due under the
loan agreement on the immediately succeeding payment date ("Required
Funds"), lender shall disbursed to the mezzanine lender any amounts on
deposit in the lockbox account in excess of such Required Funds on the 20th
day of each calendar month.

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc Capital
Markets, a Division of McDonald Investments Inc., and Deutsche Bank Securities
Inc. (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
therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

[JEFFERSON COMMONS MAP OMITTED]

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc Capital
Markets, a Division of McDonald Investments Inc., and Deutsche Bank Securities
Inc. (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
therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

THE LOAN. The mortgage loan (the "Jefferson Commons Apartments Loan") is secured
by a first mortgage on a student housing apartment property located in Tampa,
Florida (the "Jefferson Commons Apartments Property"). The Jefferson Common
Apartments Loan represents 2.1% of the initial mortgage pool balance and 8.9% of
the initial pool balance of loan group 2. The Jefferson Commons Apartments Loan
was originated on June 30, 2004, and has a principal balance as of the cut-off
date of approximately $23,900,000.

THE BORROWER. The borrower is Jefferson Commons -- Tampa Limited Partnership, a
special purpose entity. The sponsor of the loan is JPI Investment Company, L.P.
("JPIIC"). JPIIC is an experienced, fully integrated real estate firm
headquartered in Irving, Texas that specializes in the acquisition, development,
construction and management of residential communities. JPIIC is one of the
largest developers of luxury multifamily properties in the US, and currently has
over 24,000 units under management. JPIIC was a subsidiary of Southland
Financial until the early 1990's when Hunt Realty invested in the partnership
with the current management team.

THE PROPERTY. The Jefferson Commons Apartments Property consists of 22
three-story garden-style student-housing apartment buildings containing 336
fully furnished apartment units. The Jefferson Commons Apartments contains a
total of 1,002 beds with a weighted average monthly bed rent of approximately
$449. As of August 20, 2004, property management has indicated that the property
is reportedly 93.4% leased for the 2004/2005 school year. Each apartment rents
by the bed on an 12-month lease (equal payments over 12 months) with parental
guarantees for both rent payments and damage.

The Jefferson Commons Apartments Property is located in Tampa, Florida
approximately 1 mile from the University of South Florida Campus ("USF"). The
Jefferson Commons Apartments Property has historically been approximately 95.0%
leased to students attending the USF. Amenities at the property include a pool,
fitness center, basketball court, volleyball court, tennis courts, BBQ grill and
clubhouse. Transportation to the USF campus is provided by a campus bus service.
The Jefferson Commons Apartments Property was developed in 2000 by JPI
Investment Company, L.P. ("JPIIC").

The following table presents certain information relating to the unit
configuration of Jefferson Commons Apartments:

----------------------------------------------------------------------------------------------------------------
MULTIFAMILY INFORMATION
----------------------------------------------------------------------------------------------------------------
AVERAGE UNIT NET RENTABLE % OF AVERAGE MONTHLY
UNIT MIX NO. OF BEDS SQUARE FEET SF TOTAL UNITS ASKING RENT/BED
----------------------------------------------------------------------------------------------------------------

1BR/1BA ............... 30 477 14,310 8.9% $724
2BR/2BA ............... 180 759 68,310 26.8% $489
3BR/2BA ............... 216 988 71,136 21.4% $450
4BR/2/4BA ............. 576 1,235 177,780 42.9% $422
----------------------------------------------------------------------------------------------------------------
AVERAGE/TOTAL ......... 1,002 987 331,536 100% $449
----------------------------------------------------------------------------------------------------------------

THE MARKET(1). The Jefferson Commons Apartments Property is located in Tampa,
Florida approximately 1 mile from the USF campus and 8 miles from downtown
Tampa. The property is located along 138th Avenue, an east-west arterial that
serves the northeast portion of Tampa. The USF campus can be accessed by
traveling west on 138th Avenue and then south on Bruce B. Downs Blvd. Interstate
275 is the major regional freeway servicing the area and can be accessed
approximately three miles west of the subject. The property is within five
minutes of the USF campus via campus bus service. Within two miles of the
subject are several shopping centers that provide a variety of amenities
including a grocery store, post office and numerous restaurants and retail
shops. Fall 2003 enrollment at USF was 34,198 students. On average enrollment
has increased 3.13% between 1997 and 2003. On-campus housing is limited to 14
dormitories (3,800 beds) that houses 13% of the student population, providing
demand for the off-campus student housing market. The overall occupancy for the
USF student housing apartment market was approximately 93% as of the first
quarter of 2004. The appraisal cites five comparable properties (3,388 beds)
with an average occupancy rate of 93%. Rental rates for the subject's submarket
increased from an average of $632 in first quarter 2003 to $664 in the first
quarter of 2004 (a 5.1% increase). New construction in the area includes two new
student housing properties (1,088 beds). These properties will be direct
competitors to the subject although they do not generally offer the same quality
or level of amenities offered by the subject.

---------------------
(1) Certain information from the third party appraisal dated 5/13/2004 may rely
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, J.P. Morgan Securities Inc., KeyBanc Capital
Markets, a Division of McDonald Investments Inc., and Deutsche Bank Securities
Inc. (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
therein 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. 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 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 MORTGAGE TRUST 2004-KEY2

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-KEY2
--------------------------------------------------------------------------------

ESCROWS. The following escrow/reserve accounts have been established with
respect to the Jefferson Commons Apartments Loan:

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

Taxes ............... $425,387 $44,778
CapEx ............... $ 0 $10,438
Engineering ......... $ 22,500 $ 0
--------------------------------------------------

PROPERTY MANAGEMENT: The property manager of Jefferson Commons Apartments is JPI
Apartment Management L.P. which manages approximately 148 properties throughout
the United States. The property manager is affiliated with the borrower.

This material is for your private information and none of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, J.P. Morgan Securities Inc., KeyBanc Capital
Markets, a Division of McDonald Investments Inc., and Deutsche Bank Securities
Inc. (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
therein 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. 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 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.

[THIS PAGE INTENTIONALLY LEFT BLANK.]