10-K 1 mlt04kb1_2004.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-108378-02 Merrill Lynch Mortgage Investors, Inc. (as depositor for Merrill Lynch Mortgage Trust 2004-MKB1 Commercial Mortgage Pass-Through Certificates Series 2004-MKB1) (Exact name of registrant as specified in its charter) Delaware 13-3416059 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4 World Financial Center, 10th Floor 250 Vesey Street New York, New York 10080 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 449-1000 Securities registered pursuant to Section 12(b) of the Act: NONE. Securities registered pursuant to Section 12(g) of the Act: NONE. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Not applicable. Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ___ No X State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Not applicable. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Not applicable. Documents Incorporated by Reference List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1)Any annual report to security holders; (2) Any proxy or information statement; and (3)Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g. annual report to security holders for fiscal year ended December 24, 1980). Not applicable. PART I Item 1. Business. Not applicable. Item 2. Properties. See Item 15(a), Exhibits 99.1, 99.2, and 99.3, for information provided in lieu of information required by Item 102 of Regulation S-K. Item 3. Legal Proceedings. The registrant knows of no material pending legal proceedings involving the trust created under the Pooling and Servicing Agreement (the Trust), the Trustee, the Servicers or the registrant with respect to the Trust other than routine litigation incidental to the duties of the respective parties. Item 4. Submission of Matters to a Vote of Security Holders. None. PART II Item 5. Market for registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities. No established public trading market for the Certificates exists. Records provided to the Trust by the DTC and the Trustee indicate that as of December 31, 2004, the total number of holders of record for the Series of Certificates is 36. Item 6. Selected Financial Data. Not applicable. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. Not applicable. Item 7A. Quantitative and Qualitative Disclosures about Market Risk. Not applicable. Item 8. Financial Statements and Supplementary Data. See Item 15(a), Exhibits 99.1, 99.2, 99.3, for information provided in lieu of information required by Item 302 of Regulation S-K. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. Item 9A. Controls and Procedures. Not applicable. Item 9B. Other Information. Not applicable. PART III Item 10. Directors and Executive Officers of the Registrant. Not applicable. Item 11. Executive Compensation. Not applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management. Not applicable. Item 13. Certain Relationships and Related Transactions. Not applicable. Item 14. Principal Accounting Fees and Services. Not applicable. PART IV Item 15. Exhibits, Financial Statement Schedules. (a) Exhibits (31.1) Rule 13a-14(a)/15d-14(a) Certification (99.1) Annual Independent Accountants' Servicing Reports concerning servicing activities. ~~a) Clarion Partners, LLC, as Special Servicer b) KeyCorp Real Estate Capital Markets, Inc., as Master Servicer~~

(99.2) Report of Management as to Compliance with Minimum Servicing Standards. ~~a) Clarion Partners, LLC, as Special Servicer b) KeyCorp Real Estate Capital Markets, Inc., as Master Servicer~~

(99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements. ~~a) Clarion Partners, LLC, as Special Servicer b) KeyCorp Real Estate Capital Markets, Inc., as Master Servicer~~

(99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders. (b) The foregoing exhibits are filed together herewith. (c) Omitted. Filed herewith. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized: Merrill Lynch Mortgage Investors, Inc. (as Depositor for Merrill Lynch Mortgage Trust 2004-MKB1 Commercial Mortgage Pass- Through Certificates, Series 2004-MKB1) By: /s/ David M. Rodgers Name: David M. Rodgers Title: Executive Vice President, Chief Officer in Charge of Commercial Mortgage Securitization Dated: March 28, 2005 SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT. (a)(i) No annual report is provided to the Certificateholders other than with respect to aggregate principal and interest distributions. (a)(ii) No proxy statement, form of proxy or other proxy soliciting material has been sent to any Certificateholder with respect to any annual or other meeting of Certificateholders. Exhibit Index Exhibit No. Ex-31.1 Rule 13a-14(a)/15d-14(a) Certification Re: Merrill Lynch Mortgage Trust 2004-MKB1 (the "Trust"), Commercial Mortgage Pass-Through Certificates, Series 2004-MKB1 I, David M. Rodgers, an Executive Vice President, Chief Officer in Charge of Commercial Securitization of Merrill Lynch Mortgage Investors, Inc.,the depositor (the "Depositor") into the above- referenced Trust, certify that (capitalized terms used herein but not defined shall have the meanings assigned to such terms in the Pooling and Servicing Agreement): 1. I have reviewed the annual report on Form 10-K for the fiscal year 2004 (the "Annual Report"), and all reports on Form 8-K containing distribution or servicing reports under the pooling and servicing agreement dated as of May 1, 2004 and related to the captioned commercial mortgage pass-through certificates (the "Pooling and Servicing Agreement") filed in respect of periods included in the year covered by the Annual Report (collectively with the Annual Report, the "Reports"), of the Trust; 2. Based on my knowledge, the information in the Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by the Annual Report; 3. Based on my knowledge, the distribution or servicing information required to be provided to the Trustee by the Master Servicer under the Pooling and Servicing Agreement for inclusion in these reports is included in the Reports; 4. Based on my knowledge and upon the annual compliance statement included in the Annual Report and required to be delivered to the Trustee in accordance with the terms of the Pooling and Servicing Agreement, and except as disclosed in the Reports, the Master Servicer and the Special Servicer have fulfilled their obligations under the Pooling and Servicing Agreement; and 5. The Reports disclose all significant deficiencies relating to the compliance of the Master Servicer and the Special Servicer with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the Pooling and Servicing Agreement, that is included in the Reports. In giving the certifications set forth above, I have reasonably relied on information provided to me by the following unaffiliated parties: KeyCorp Real Estate Capital Markets, Inc. as Master Servicer, Clarion Partners, LLC as Special Servicer and Wells Fargo Bank, N.A. as Trustee. Date: March 28, 2005 /s/ David M. Rodgers Signature Executive Vice President, Chief Officer in Charge of Commercial Mortgage Securitization Title EX-99.1 (a) (logo) ERNST & YOUNG Ernst & Young LLP 5 Times Square New York, NY 10036-6530 Phone: (212) 773-3000 www.ey.com Report of Independent Certified Public Accountants To Clarion Partners, LLC We have examined management's assertion, included in the accompanying report titled Report of Management, that Clarion Partners, LLC (the "Company") complied with the servicing standards identified in Exhibit A to the Report of Management (the "specified minimum servicing standards") as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 2004. Management is responsible for the Company's compliance with those specified minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the specified minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with specified minimum servicing standards. In our opinion, management's assertion that the Company complied with the aforementioned specified minimum servicing standards as of and for the year ended December 31, 2004, is fairly stated in all material respects. /s/ Ernst & Young LLP March 14, 2005 A Member Practice of Ernst & Young Global Exhibit A Specified Minimum Servicing Standards Minimum Servicing Standards Applicable to Clarion Partners, LLC as Special Servicer Not Minimum Servicing Standards Applicable Applicable I. Custodial Bank Accounts 1. Reconciliations shall be prepared on a monthly basis for all custodial bank accounts X and related bank clearing accounts. 2. Funds of the servicing entity shall be advanced in cases where there is an overdraft in an X investor's or a mortgagor's account. 3. Each custodial account shall be maintained at a federally insured depository institution in trust X for the applicable investor. 4. Escrow funds held in trust for a mortgagor shall be returned to the mortgagor with thirty (30) X calendar days of payoff of the mortgage loan. II. Mortgage Payments 1. Mortgage payments shall be deposited into the custodial bank accounts and related bank clearing X accounts within two business days of receipt. 2. Mortgage payments made in accordance with the mortgagor's loan documents shall be posted to the applicable mortgagor records within two business X days of receipt. 3. Mortgage payments shall be allocated to principal, interest, insurance, taxes or other escrow items X in accordance with the mortgagor's loan documents. 4. Mortgage payments identified as loan payoffs shall be allocated in accordance with the mortgagor's X loan documents. III. Disbursements 1. Disbursements made via wire transfer on behalf of a mortgagor or investor shall be made only by X authorized personnel. 2. Disbursements made on behalf of mortgagor or investor shall be posted within two business days to the mortgagor's or investor's records maintained X by the servicing entity. 3. Tax and insurance payments shall be made on or before the penalty or insurance policy expiration dates, as indicated on tax bills and insurance premium notices, respectively, provided that such X support has been received by the servicing entity at least thirty (30) calendar days prior to these dates. 4. Any late payment penalties paid in conjunction with the payment of any tax bill or insurance premium notice shall be paid from the servicing entity's funds and not charged to the mortgagor, X unless the late payment was due to the mortgagor's error or omission. 5. Amounts remitted to investors per the servicer's investor reports shall agree with canceled checks, or other form of payment, or custodial bank X statements. 6. Unused checks shall be safeguarded so as to prevent unauthorized access. X IV. Investor Accounting and Reporting 1. The servicing entity's investor reports shall agree with or reconcile to investors' records on a monthly basis as to the total unpaid principal X balance and number of loans serviced by the servicing entity. V. Mortgagor Loan Accounting 1. The servicing entity's mortgage loan records shall agree with, or reconcile to, the records of mortgagors with respect to the unpaid principal X balance on a monthly basis. 2. Adjustments on ARM loans shall be computed based on the related mortgage note and any ARM X rider. 3. Escrow accounts shall be analyzed, in accordance with the mortgagor's loan documents, on at least X an annual basis. 4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. (A compilation of state laws relating to the payment of interest on escrow X accounts may be obtained through the MBA's FAX ON DEMAND service. For more information, contact MBA. VI. Delinquencies 1. Records documenting collection efforts shall be maintained during the period a loan is in default and shall be updated at least monthly. Such records shall describe the entity's activities in monitoring delinquent loans including, for example, X phone calls, letters and mortgage payment rescheduling plans in cases where the delinquency is deemed temporary (e.g., illness or unemployment). VII. Insurance Policies 1. A fidelity bond and errors and omissions policy shall be in effect on the servicing entity throughout the reporting period in the amount of X coverage represented to investors in management's assertion. EX-99.1 (b) (logo) ERNST & YOUNG Ernst & Young LLP 1300 Huntington Building 25 Euclid Avenue Cleveland, Ohio 44115-1405 Phone: (216) 861-5000 www.ey.com Report of Independent Accountants We have examined management's assertion, included in the accompanying report titled Report of Management, that KeyCorp Real Estate Capital Markets, Inc. (the Company) complied with minimum servicing standards, as stated in Attachment A, which were derived from the Mortgage Bankers Association of America's Uniform Single Attestation Program for the year ended December 31, 2004. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with specified requirements. In our opinion, management's assertion that KeyCorp Real Estate Capital Markets, Inc. complied with the aforementioned requirements during the year ended December 31, 2004, is fairly stated, in all material respects. /s/ Ernst & Young LLP January 14, 2005 A Member Practice of Ernst & Young Global EX-99.2 (a) (logo) ING REAL ESTATE INVESTMENT MANAGEMENT Management's Assertion on Compliance with the Specified Minimum Servicing Standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) Report of Management We as members of management of Clarion Partners, LLC (the "Company") are responsible for complying with the servicing standards identified in the attached Exhibit A (the "specified minimum servicing standards") as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP). We are also responsible for establishing and maintaining effective internal control over compliance with these specified minimum servicing standards. We have performed an evaluation of the Company's compliance with the specified minimum servicing standards as of and for the year ended December 31, 2004. Based on this evaluation, we assert that for the year ended December 31, 2004, the Company complied, in all material respects, with the specified minimum servicing standards. As of and for the year ended December 31, 2004, the Company had in effect fidelity bond coverage in the amount of $10,000,000 and an errors and omissions policy in the amount of $25,000,000. Very truly yours, /s/ Bruce G. Morrison Mr. Bruce G. Morrison Managing Director March 14, 2005 ING CLARION 230 Park Avenue, New York, NY 10169 T 212.883.2517 F 212.883.2817 E bruce.morrison@ingclarion.com www.ingclarlon.com Exhibit A Specified Minimum Servicing Standards Minimum Servicing Standards Applicable to Clarion Partners, LLC as Special Servicer Not Minimum Servicing Standards Applicable Applicable I. Custodial Bank Accounts 1. Reconciliations shall be prepared on a monthly basis for all custodial bank accounts X and related bank clearing accounts. 2. Funds of the servicing entity shall be advanced in cases where there is an overdraft in an X investor's or a mortgagor's account. 3. Each custodial account shall be maintained at a federally insured depository institution in trust X for the applicable investor. 4. Escrow funds held in trust for a mortgagor shall be returned to the mortgagor with thirty (30) X calendar days of payoff of the mortgage loan. II. Mortgage Payments 1. Mortgage payments shall be deposited into the custodial bank accounts and related bank clearing X accounts within two business days of receipt. 2. Mortgage payments made in accordance with the mortgagor's loan documents shall be posted to the applicable mortgagor records within two business X days of receipt. 3. Mortgage payments shall be allocated to principal, interest, insurance, taxes or other escrow items X in accordance with the mortgagor's loan documents. 4. Mortgage payments identified as loan payoffs shall be allocated in accordance with the mortgagor's X loan documents. III. Disbursements 1. Disbursements made via wire transfer on behalf of a mortgagor or investor shall be made only by X authorized personnel. 2. Disbursements made on behalf of mortgagor or investor shall be posted within two business days to the mortgagor's or investor's records maintained X by the servicing entity. 3. Tax and insurance payments shall be made on or before the penalty or insurance policy expiration dates, as indicated on tax bills and insurance premium notices, respectively, provided that such X support has been received by the servicing entity at least thirty (30) calendar days prior to these dates. 4. Any late payment penalties paid in conjunction with the payment of any tax bill or insurance premium notice shall be paid from the servicing entity's funds and not charged to the mortgagor, X unless the late payment was due to the mortgagor's error or omission. 5. Amounts remitted to investors per the servicer's investor reports shall agree with canceled checks, or other form of payment, or custodial bank X statements. 6. Unused checks shall be safeguarded so as to prevent unauthorized access. X IV. Investor Accounting and Reporting 1. The servicing entity's investor reports shall agree with or reconcile to investors' records on a monthly basis as to the total unpaid principal X balance and number of loans serviced by the servicing entity. V. Mortgagor Loan Accounting 1. The servicing entity's mortgage loan records shall agree with, or reconcile to, the records of mortgagors with respect to the unpaid principal X balance on a monthly basis. 2. Adjustments on ARM loans shall be computed based on the related mortgage note and any ARM X rider. 3. Escrow accounts shall be analyzed, in accordance with the mortgagor's loan documents, on at least X an annual basis. 4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. (A compilation of state laws relating to the payment of interest on escrow X accounts may be obtained through the MBA's FAX ON DEMAND service. For more information, contact MBA. VI. Delinquencies 1. Records documenting collection efforts shall be maintained during the period a loan is in default and shall be updated at least monthly. Such records shall describe the entity's activities in monitoring delinquent loans including, for example, X phone calls, letters and mortgage payment rescheduling plans in cases where the delinquency is deemed temporary (e.g., illness or unemployment). VII. Insurance Policies 1. A fidelity bond and errors and omissions policy shall be in effect on the servicing entity throughout the reporting period in the amount of X coverage represented to investors in management's assertion. EX-99.2 (b) (logo) KeyBank Real Estate Capital 911 Main Street, Suite 1500 Kansas City, MO 64105 Tel: 816-221-8800 Fax: 816-221-8051 Toll Free: 888-979-1200 January 14, 2005 Report of Management We, as members of management of KeyCorp Real Estate Capital Markets, Inc. (the Company), are responsible for complying with the minimum servicing standards as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) except, for commercial loan and multifamily loan servicing, minimum servicing standards V.4. and VI.1., which the Mortgage Bankers Association of America has interpreted as inapplicable to such servicing. We are also responsible for establishing and maintaining effective internal control over compliance with these standards. We have performed an evaluation of the Company's compliance with the minimum servicing standards as set forth in the USAP as of December 31, 2004 and for the year then ended. Based on this evaluation, we assert that during the year ended December 31, 2004, the Company complied, in all material respects, with the minimum servicing standards set forth in the USAP. As of and for this same period, the Company was insured as a subsidiary of KeyCorp. As of December 31, 2004, the Company had $100,000,000 fidelity bond coverage and $100,000,000 errors and omissions coverage. /s/ Marty O' Connor Marty O' Connor Senior Vice President, Loan Servicing & Asset Management /s/ Tony Nemec Tony Nemec Vice President, Investor Reporting and Credit Administration /s/ Brian Nitcher Brian Nitcher Vice President, Portfolio Management Attachment A Minimum Servicing Standards I. Mortgage Principal, Interest and Amortization 1. Reconciliations shall be prepared on a monthly basis for all custodial bank accounts and related bank clearing accounts. These reconciliations shall: * be mathematically accurate; * be prepared within forty-five (45) calendar days after the cutoff date * be reviewed and approved by someone other than the person who prepared the reconciliation; and * document explanations for reconciling items. These reconciling items shall be resolved within ninety (90) calendar days of their original identification. 2. Funds of the servicing entity shall be advanced in cases where there is an overdraft in an investor's or a mortgagor's account. 3. Each custodial account shall be maintained at a federally insured depository institution in trust for the applicable investor. 4. Escrow funds held in trust for a mortgagor shall be returned to the mortgagor within thirty (30) calendar days of payoff of the mortgage loan. II. Mortgage Payments 1. Mortgage payments shall be deposited into the custodial bank accounts and related bank clearing accounts within two business days of receipt. 2. Mortgage payments made in accordance with the mortgagor's loan documents shall be posted to the applicable mortgagor records within two business days of receipt. 3. Mortgage payments shall be allocated to principal, interest, insurance, taxes or other escrow items in accordance with the mortgagor's loan documents. 4. Mortgage payments identified as loan payoffs shall be allocated in accordance with the mortgagor's loan documents. III. Disbursements 1. Disbursements made via wire transfer on behalf of a mortgagor or investor shall be made only by authorized personnel. 2. Disbursements made on behalf of a mortgagor or investor shall be posted within two business days to the mortgagor's or investor's records maintained by the servicing entity. 3. Tax and insurance payments shall be made on or before the penalty or insurance policy expiration dates, as indicated on tax bills and insurance premium notices, respectively, provided that such support has been received by the servicing entity at least thirty (30) calendar days prior to these dates. 4. Any late payment penalties paid in conjunction with the payment of any tax bill or insurance premium notice shall be paid from the servicing entity's funds and not charged to the mortgagor, unless the late payment was due to the mortgagor's error or omission. 5. Amounts remitted to investors per the servicer's investor reports shall agree with canceled checks or other form of payment, or custodial bank statements. 6. Unissued checks shall be safeguarded so as to prevent unauthorized access. IV. Investor Accounting and Reporting 1. The servicing entity's investor reports shall agree with, or reconcile to, investors' records on a monthly basis as to the total unpaid principal balance and number of loans serviced by the servicing entity. V. Mortgage Loan Accounting 1. The servicing entity's mortgage loan records shall agree with, or reconcile to, the records of mortgagors with respect to the unpaid principal balance on a monthly basis. 2. Adjustments on ARM loans shall be computed based on the related mortgage note and any ARM rider. 3. Escrow accounts shall be analyzed, in accordance with the mortgagor's loan documents, on at least an annual basis. 4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. VI. Delinquencies 1. Records documenting collection efforts shall be maintained during the period a loan is in default and shall be updated at least monthly. Such records shall describe the entity's activities in monitoring delinquent loans including, for example, phone calls, letters and mortgage payment rescheduling plans in cases where the delinquency is deemed temporary (e.g., illness or unemployment). VII. Insurance Policies 1. A fidelity bond and errors and omissions policy shall be in effect on the servicing entity throughout the reporting period in the amount of coverage represented to investors in management's assertion. EX-99.3 (a) (logo) ING REAL ESTATE INVESTMENT MANAGEMENT March 14, 2005 Merrill Lynch Mortgage Investors, Inc. 4 World Financial Center, 10th Floor 250 Vesey Street New York, NY 10080 Attn: Michael M. McGovern, Director Robert C. Bowes KeyBank National Association 127 Public Square Cleveland, OH 44114 Moody's Investor Service, Inc. 99 Church Street New York, NY 10007 Attn: Commercial Mortgage Surveillance KeyCorp Real Estate Capital Markets, Inc. 911 Main Street, Suite 1500 Kansas City, MO 64105 Attn: Senior Vice President of Loan Servicing, Re: Merrill Lynch Mortgage Trust 2004-MKB1, Commercial Mortgage Pass-Through Certificates, Series 2004 MKB1 Clarion Capital, LLC 230 Park Avenue 12th Floor New York, NY 10169 Attn: Stephen Baines Fitch, Inc. Commercial Mortgage Backed Securities One State Street Plaza New York, NY 10004 Attn: Surveillance Polsinelli Shalton & Welte, P.C. 700 West 47th Street, Suite 1000 Kansas City, MO 64112 Attn: Kraig Kohring RE: Merrill Lynch Mortgage Investors Inc. Series 2004-MKB1 Dear Sir or Madam: This Officer's Certificate is provided to you by Clarion Partners, LLC ("Clarion") pursuant to Section 3.13 of that certain Pooling and Servicing Agreement ("PSA") dated as of May 1, 2004 relative to the above referenced securitization for which Clarion acts as Special Servicer. Capitalized terms used herein shall bear the meaning ascribed to them in the PSA unless otherwise defined in this letter. The undersigned officer, on behalf of Clarion, hereby informs you that (i) a review of the activities of the special Servicer and of its performance under this Agreement, has been made under such officer's supervision, (ii) to the best of such officer's knowledge, based on such review, the Special Servicer has fulfilled all of its material obligations under this Agreement in all material respects throughout such preceding calendar year or portion thereof or, if there has been a default in the fulfillment of any such obligation, it has been noted herein, and (iii) the Special Servicer has received no notice regarding qualification, or challenging the status, of REMIC I or REMIC II as a REMIC under the REMIC Provisions or of Grantor Trust Z, Grantor Trust E or Grantor Trust B as a "grantor trust" for income tax purposes under the Grantor Trust Provisions from the Internal Revenue Service or any other governmental agency or body. Sincerely, Clarion Partners, LLC A New York limited liability company, its authorized agent By: /s/ Bruce G. Morrison Bruce G. Morrison Authorized Signatory ING CLARION 230 Park Avenue, New York, NY 10169 T 212.883.2517 F 212.883.2817 E bruce.morrison@ingclarion.com www.ingclarion.com EX-99.3 (b) (logo) KeyBank Real Estate Capital 911 Main Street Suite 1500 Kansas City, MO 64105 Tel: 816-221-8800 Fax: 816-221-8051 Toll Free: 888-979-1200 March 12, 2004 KeyCorp Real Estate Capital Markets, Inc. As Master Servicer Annual Officer's Certification For Period through December 31, 2004 Re: MLMT 2004-MKB1 Pooling and Servicing Agreement With regard to the loans Master Serviced by KeyCorp Real Estate Capital Markets, Inc. d/b/a/ KeyBank Real Estate Capital (KBREC) in the above captioned transaction, and pursuant to Section 3.13 of the Pooling and Servicing Agreement, please be advised of the following: * A review of the activities of KBREC during the preceding calendar year and of its performance, under the Agreement, has been made under my supervision. * To the best of my knowledge, based on such review, KBREC has fulfilled all of its obligations under the Agreement in all material respects. * KBREC has received no notice regarding qualification or challenge to the status of REMIC I or EMIC II as a REMIC under the REMIC Provisions or of Grantor Trust Z, Grantor Trust E or Grantor trust B as a "grantor trust" for income tax purposes under the Grantor Trust Provisions from the Internal Revenue Service or any governing agency or body. By: /s/ Bryan S. Nitcher Bryan S. Nitcher, Vice President Loan Servicing and Asset Management Date: 3-14-05 Ex-99.4 Schedule of Year-To-Date Principal and Interest Distributions to Certificateholders Class Interest Principal Losses Ending Balance A-1 1,052,731.34 3,589,192.50 0.00 48,572,423.50 A-1A 4,640,153.69 869,556.23 0.00 162,934,443.77 A-2 9,644,071.50 0.00 0.00 379,800,000.00 A-3 1,854,883.31 0.00 0.00 65,000,000.00 A-4 5,122,510.33 0.00 0.00 169,657,000.00 B 829,936.80 0.00 0.00 26,946,000.00 C 342,080.41 0.00 0.00 11,023,000.00 D 789,858.85 0.00 0.00 25,721,000.00 E 344,256.16 0.00 0.00 11,024,000.00 F 427,099.24 0.00 0.00 13,473,000.00 G 388,266.26 0.00 0.00 12,248,000.00 H 349,433.31 0.00 0.00 11,023,000.00 J 115,416.16 0.00 0.00 3,675,000.00 K 153,856.81 0.00 0.00 4,899,000.00 L 153,856.81 0.00 0.00 4,899,000.00 M 153,856.81 0.00 0.00 4,899,000.00 N 76,944.14 0.00 0.00 2,450,000.00 P 115,384.78 0.00 0.00 3,674,000.00 Q 422,878.48 0.00 0.00 13,473,705.00 R-I 0.00 0.00 0.00 0.00 R-II 0.00 0.00 0.00 0.00 XC 189,429.18 0.00 0.00 975,391,572.27 XP 3,835,141.45 0.00 0.00 948,118,000.00 Z 0.00 0.00 0.00 0.01

MERRILL LYNCH MORTGAGE INVESTORS INC TRUST 2004-MKB1 10-K