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Exhibit 99.1
MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement, dated as of May 9, 2000 (the
"AGREEMENT"), between UBS Principal Finance LLC (together with its successors
and permitted assigns hereunder, the "SELLER") and Structured Asset Securities
Corporation (together with its successors and permitted assigns hereunder, the
"PURCHASER").
The Seller intends to sell and the Purchaser intends to
purchase certain multifamily and commercial mortgage loans (the "MORTGAGE
LOANS") as provided herein. The Purchaser intends to deposit the Mortgage Loans,
together with certain other multifamily and commercial mortgage loans (the
"OTHER LOANS"; and, together with the Mortgage Loans, the "SECURITIZED LOANS"),
into a trust fund (the "TRUST FUND"), the beneficial ownership of which will be
evidenced by multiple classes (each, a "CLASS") of mortgage pass-through
certificates (the "CERTIFICATES"). One or more "real estate mortgage investment
conduit" ("REMIC") elections will be made with respect to the Trust Fund. The
Trust Fund will be created and the Certificates will be issued pursuant to a
Pooling and Servicing Agreement (the "POOLING AND SERVICING AGREEMENT"), to be
dated as of May 11, 2000, among the Purchaser as depositor, First Union National
Bank as master servicer (the "MASTER SERVICER"), Lennar Partners, Inc. as
special servicer (the "SPECIAL SERVICER"), LaSalle Bank National Association as
trustee (the "TRUSTEE") and ABN AMRO Bank N.V. as fiscal agent (the "FISCAL
AGENT"). Capitalized terms used but not defined herein have the respective
meanings set forth in the Pooling and Servicing Agreement.
The Purchaser has entered into an Underwriting Agreement (the
"UNDERWRITING AGREEMENT"), dated as of the date hereof, with Lehman Brothers
Inc., Morgan Stanley & Co. Incorporated and Deutsche Bank Securities Inc.
(collectively, the "UNDERWRITERS"), whereby the Purchaser will sell to the
Underwriters all of the Certificates that are to be registered under the
Securities Act of 1933, as amended (the "SECURITIES ACT"; and such Certificates,
the "REGISTERED CERTIFICATES"). The Purchaser has also entered into a
Certificate Purchase Agreement (the "CERTIFICATE PURCHASE AGREEMENT"), dated as
of the date hereof, with Lehman Brothers Inc. (the "PLACEMENT AGENT"), whereby
the Purchaser will sell to the Placement Agent all of the remaining Certificates
(the "NON-REGISTERED CERTIFICATES").
In connection with the transactions contemplated hereby, the
Seller, UBS (USA), Inc. (the "CO-INDEMNITOR"), the Purchaser, the Underwriters
and the Placement Agent have entered into an Indemnification Agreement (the
"INDEMNIFICATION AGREEMENT"), dated as of the date hereof.
Now, therefore, in consideration of the premises and the
mutual agreements set forth herein, the parties agree as follows:
SECTION 1. AGREEMENT TO PURCHASE. The Seller agrees to sell, and the Purchaser
agrees to purchase, the Mortgage Loans identified on the schedule (the "Mortgage
Loan Schedule") annexed hereto as EXHIBIT A. The Mortgage Loan Schedule may be
amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant
to the terms hereof. The Mortgage Loans will have an aggregate principal balance
of $889,370,560.85 (the "Initial Pool Balance") as of
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the close of business on May 11, 2000 (the "Cut-off Date"), after giving effect
to any payments due on or before such date as to any Mortgage Loan, whether or
not received. The purchase and sale of the Mortgage Loans shall take place on
May 18, 2000 or such other date as shall be mutually acceptable to the parties
hereto (the "Closing Date"). The consideration for the Mortgage Loans shall
consist of: (A) a cash amount equal to 99.7964% of the Initial Pool Balance,
plus interest accrued on each Mortgage Loan at the related Net Mortgage Rate,
for the period from and including the Cut-off Date up to but not including the
Closing Date, which cash amount shall be paid to the Seller or its designee by
wire transfer in immediately available funds (or by such other method as shall
be mutually acceptable to the parties hereto) on the Closing Date; and (B)
Certificates representing a 68.11% Percentage Interest in each Class of Residual
Interest Certificates (such Certificates, the "Seller's Residual Interest
Certificates").
SECTION 2. CONVEYANCE OF MORTGAGE LOANS.
(a) Effective as of the Closing Date, subject only to
receipt of the purchase price referred to in SECTION 1 hereof and satisfaction
or waiver of the conditions to closing set forth in SECTION 5 hereof, the Seller
does hereby sell, transfer, assign, set over and otherwise convey to the
Purchaser, without recourse, all the right, title and interest of the Seller in
and to the Mortgage Loans identified on the Mortgage Loan Schedule as of such
date (other than the primary servicing rights). The Mortgage Loan Schedule, as
it may be amended, shall conform to the requirements set forth in this Agreement
and the Pooling and Servicing Agreement.
(b) The Purchaser or its assignee shall be entitled to
receive all scheduled payments of principal and interest due after the Cut-off
Date, and all other recoveries of principal and interest collected after the
Cut-off Date (other than in respect of principal and interest on the Mortgage
Loans due on or before the Cut-off Date). All scheduled payments of principal
and interest due on or before the Cut-off Date for each Mortgage Loan, but
collected after such date, shall belong to, and be promptly remitted to, the
Seller.
(c) The Seller hereby agrees that, on or before the
Closing Date, it shall on behalf of the Purchaser, deliver to and deposit with
the Trustee a Mortgage File for each Mortgage Loan in accordance with the terms
of, and conforming to the requirements set forth in, the Pooling and Servicing
Agreement. Concurrently with such delivery, the Seller shall deliver copies of
the Mortgage Note, Mortgage(s) and any reserve and cash management agreements
with respect to each Mortgage Loan to the Master Servicer and the Special
Servicer.
(d) As and when provided in the Pooling and Servicing
Agreement, each assignment of Mortgage, each assignment of Assignment of Leases
and each UCC-2 and UCC-3, in favor of, and delivered as part of the related
Mortgage File to, the Trustee, shall be submitted for recordation or filing, as
the case may be, in the appropriate public office for real property records or
Uniform Commercial Code financing statements, as appropriate. If any such
document or instrument is lost or returned unrecorded or unfiled, as the case
may be, because of a defect therein, then the Seller shall prepare a substitute
therefor or cure such defect or cause such to be done, as the case may be, and
the Seller shall deliver such substitute or corrected document or instrument to
the Purchaser or its designee. The Mortgage Loan Seller shall bear the costs and
expenses of such recording and filing.
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(e) All documents and records relating to the Mortgage
Loans and in the Seller's possession or under its control (the "ADDITIONAL
MORTGAGE LOAN DOCUMENTS") that are not required to be delivered to the Trustee,
together with all unapplied Escrow Payments and Reserve Funds in the possession
or under the control of the Seller that relate to the Mortgage Loans, shall be
delivered or caused to be delivered by the Seller to the Master Servicer or at
the direction of the Master Servicer to the appropriate sub-servicer.
SECTION 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER.
(a) The Seller hereby represents and warrants to and
covenants with the Purchaser, as of the date hereof, that:
(i) The Seller is a limited liability company duly
organized, validly existing and in good standing under the laws of the
State of Delaware and possesses all requisite authority, power,
licenses, permits and franchises to carry on its business as currently
conducted by it and to execute, deliver and comply with its obligations
under the terms of this Agreement.
(ii) This Agreement has been duly and validly authorized,
executed and delivered by the Seller and, assuming due authorization,
execution and delivery hereof by the Purchaser, constitutes a legal,
valid and binding obligation of the Seller, enforceable against the
Seller in accordance with its terms, except as such enforcement may be
limited by (A) bankruptcy, insolvency, reorganization, receivership,
moratorium or other similar laws affecting the enforcement of
creditors' rights in general, and (B) general equity principles
(regardless of whether such enforcement is considered in a proceeding
in equity or at law).
(iii) The execution and delivery of this Agreement by the
Seller and the Seller's performance and compliance with the terms of
this Agreement will not (A) violate the Seller's organizational
documents, (B) violate any law or regulation or any administrative
decree or order to which the Seller is subject or (C) constitute a
default (or an event which, with notice or lapse of time, or both,
would constitute a default) under, or result in the breach of, any
material contract, agreement or other instrument to which the Seller is
a party or by which the Seller is bound.
(iv) The Seller is not in default with respect to any
order or decree of any court or any order, regulation or demand of any
federal, state, municipal or other governmental agency or body, which
default might have consequences that would, in the Seller's reasonable
and good faith judgment, materially and adversely affect the condition
(financial or other) or operations of the Seller or its properties or
have consequences that would materially and adversely affect its
performance hereunder.
(v) The Seller is not a party to or bound by any
agreement or instrument or subject to any organizational document or
any other limited liability company restriction or any judgment, order,
writ, injunction, decree, law or regulation that would, in the Seller's
reasonable and good faith judgment, materially and adversely affect the
ability of the Seller to perform its obligations under this Agreement
or that requires the consent of
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any third person to the execution of this Agreement or the performance
by the Seller of its obligations under this Agreement.
(vi) No consent, approval, authorization or order of,
registration or filing with, or notice to, any court or governmental
agency or body, is required for the execution, delivery and performance
by the Seller of or compliance by the Seller with this Agreement or the
consummation of the transactions contemplated by this Agreement; and no
bulk sale law applies to such transactions.
(vii) No litigation is pending or, to the best of the
Seller's knowledge, threatened against the Seller that would, in the
Seller's good faith and reasonable judgment, prohibit its entering into
this Agreement or materially and adversely affect the performance by
the Seller of its obligations under this Agreement.
(viii) Under generally accepted accounting principles
("GAAP") and for federal income tax purposes, the Seller will report
the transfer of the Mortgage Loans to the Purchaser as a sale of the
Mortgage Loans to the Purchaser in exchange for the consideration
specified in SECTION 1 hereof. The consideration received by the Seller
upon the sale of the Mortgage Loans to the Purchaser will constitute
reasonably equivalent value and fair consideration for the Mortgage
Loans. The Seller will be solvent at all relevant times prior to, and
will not be rendered insolvent by, the sale of the Mortgage Loans to
the Purchaser. The Seller is not selling the Mortgage Loans to the
Purchaser with any intent to hinder, delay or defraud any of the
creditors of the Seller.
(ix) No proceedings looking toward merger, liquidation,
dissolution or bankruptcy of the Seller are pending or contemplated.
(x) The Seller will acquire the Seller's Residual
Interest Certificates for its own account and not with a view to, or
sale or transfer in connection with, any distribution thereof, in whole
or in part, in any manner that would violate the Securities Act or any
applicable state securities laws.
(xi) The Seller understands that (A) the Seller's Residual
Interest Certificates have not been and will not be registered under
the Securities Act or registered or qualified under any applicable
state securities laws, (B) neither the Purchaser nor any other party is
obligated so to register or qualify the Seller's Residual Interest
Certificates and (C) neither the Seller's Residual Interest
Certificates nor any security issued in exchange therefor or in lieu
thereof may be resold or transferred unless it is (1) registered
pursuant to the Securities Act and registered or qualified pursuant to
any applicable state securities laws or (2) sold or transferred in a
transaction which is exempt from such registration and qualification
and the Certificate Registrar has received the certifications and/or
opinions of counsel required by the Pooling and Servicing Agreement.
(xii) The Seller understands that it may not sell or
otherwise transfer the Seller's Residual Interest Certificates, any
security issued in exchange therefor or in lieu thereof or any interest
in the foregoing except in compliance with the provisions of Section
5.02 of the Pooling and Servicing Agreement, which provisions it has
or, as of
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the Closing Date, will have carefully reviewed, and that the Seller's
Residual Interest Certificates will bear legends that identify the
transfer restrictions to which such Certificates are subject.
(xiii) Neither the Seller nor anyone acting on its behalf
has (A) offered, transferred, pledged, sold or otherwise disposed of
any Seller's Residual Interest Certificate, any interest in a Seller's
Residual Interest Certificate or any other similar security to any
person in any manner, (B) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Seller's Residual Interest
Certificate, any interest in a Seller's Residual Interest Certificate
or any other similar security from any person in any manner, (C)
otherwise approached or negotiated with respect to any Seller's
Residual Interest Certificate, any interest in a Seller's Residual
Interest Certificate or any other similar security with any person in
any manner, (D) made any general solicitation by means of general
advertising or in any other manner, or (E) taken any other action, that
(in the case of any of the acts described in clauses (A) through (E)
above) would constitute a distribution of the Seller's Residual
Interest Certificates under the Securities Act, would render the
disposition of the Seller's Residual Interest Certificates a violation
of Section 5 of the Securities Act or any state securities law or would
require registration or qualification of the Seller's Residual Interest
Certificates pursuant thereto. The Seller will not act, nor has it
authorized nor will it authorize any person to act, in any manner set
forth in the foregoing sentence with respect to the Seller's Residual
Interest Certificates, any interest in the Seller's Residual Interest
Certificates or any other similar security.
(xiv) The Seller has been furnished with all information
regarding (A) the Purchaser, (B) the Seller's Residual Interest
Certificates and distributions thereon, (C) the nature, performance and
servicing of the Other Loans, (D) the Pooling and Servicing Agreement
and the Trust Fund, and (E) all related matters, that it has requested.
(xv) The Seller is an "accredited investor" within the
meaning of paragraph (1), (2), (3) or (7) of Rule 501(a) under the
Securities Act or an entity in which all the equity owners come within
such paragraphs and has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of
an investment in the Seller's Residual Interest Certificates; the
Seller has sought such accounting, legal and tax advice as it has
considered necessary to make an informed investment decision; and the
Seller is able to bear the economic risks of such an investment and can
afford a complete loss of such investment.
(xvi) The Seller is not a Plan and is not directly or
indirectly acquiring the Seller's Residual Interest Certificates on
behalf of, as named fiduciary of, as trustee of or with assets of a
Plan.
(xvii) The Seller is not a Disqualified Organization.
(xviii) The Seller's sole member is UBS AG; under Treasury
Regulation Section 301.7701-3, the Seller is treated, solely for United
States federal income tax purposes, as a branch of UBS AG; UBS AG is
foreign corporation within the meaning of Section 7701(a)(5) of the
Code; for purposes of Treasury Regulation Section 1.860G-3(a)(3),
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UBS AG's income from the Seller's Residual Interest Certificates is
subject to tax under Section 882 of the Code; for purposes of Treasury
Regulation Section 1.860E-1(c)(4)(ii), UBS AG understands that, as
holder of the Seller's Residual Interest Certificates for United States
federal income tax purposes, UBS AG may incur tax liabilities in excess
of any cash flows generated by the Seller's Residual Interest
Certificates and that UBS AG intends to pay taxes associated with
holding the Seller's Residual Interest Certificates. UBS AG has agreed
to provide to the Trustee, on or before the Closing Date, an effective
and duly executed IRS Form W-8ECI, and to update such form as required
under applicable Treasury Regulations.
(b) The Seller hereby makes, for the benefit of the
Purchaser, with respect to each Mortgage Loan, as of the Closing Date or as of
such other date expressly set forth therein, each of the representations and
warranties set forth on EXHIBIT B hereto.
(c) If the Seller discovers or receives notice of a
Document Defect or a breach of any of its representations and warranties made
pursuant to SECTION 3(b) hereof (each such breach, a "BREACH") relating to any
Mortgage Loan, and such Document Defect or Breach materially and adversely
affects the interests of the Purchaser in, or the value of, such Mortgage Loan,
then the Seller shall within 90 days after its discovery or receipt of notice of
such Document Defect or Breach (or, in the case of a Document Defect or Breach
relating to a Mortgage Loan not being a "qualified mortgage" within the meaning
of the REMIC Provisions, not later than 90 days of any party discovering such
Document Defect or Breach) (i) cure such Document Defect or Breach, as the case
may be, in all material respects, which shall include payment of any Additional
Trust Fund Expenses associated therewith, or (ii) repurchase the affected
Mortgage Loan (or the related Mortgaged Property) from, and in accordance with
the directions of, the Purchaser or its designee, at a price equal to the
Purchase Price; PROVIDED, HOWEVER, that if such Document Defect or Breach is
capable of being cured but not within such 90-day period, such Document Defect
or Breach would not prevent the Mortgage Loan from being treated as a "qualified
mortgage" within the meaning of the REMIC Provisions and the Seller has
commenced and is diligently proceeding with the cure of such Document Defect or
Breach within such 90-day period, the Seller shall have an additional 90 days to
complete such cure or, in the event of a failure to so cure, to complete such
repurchase (it being understood and agreed that, in connection with the Seller
receiving such additional 90-day period, the Seller shall deliver an officer's
certificate to the Purchaser setting forth the reason such Document Defect or
Breach is not capable of being cured within the initial 90-day period and what
actions the Seller is pursuing in connection with the cure thereof and stating
that the Seller anticipates that such Document Defect or Breach will be cured
within the additional 90-day period); and PROVIDED, FURTHER, that, if any such
Document Defect is still not cured after the initial 90 days and any such
additional 90 day period solely due to the failure of a recording office to have
returned the recorded document, then the Seller may continue to defer its cure
and repurchase obligations in respect of such Document Defect so long as the
Seller certifies to the Purchaser every 30 days thereafter that the Document
Defect is still in effect solely because of the failure of a recording office to
have returned the recorded document and that the Seller is diligently pursuing
the cure of such Document Defect (specifying the actions being taken), except
that no such deferral of cure or repurchase may continue beyond the second
anniversary of the Closing Date.
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This SECTION 3(c) provides the sole remedies available to the Purchaser
regarding any Document Defect or Breach with respect to any Mortgage Loan.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. In order to induce
the Seller to enter into this Agreement, the Purchaser hereby represents and
warrants for the benefit of the Seller as of the date hereof that:
(i) The Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Delaware. The Purchaser has the full corporate power and authority and
legal right to acquire the Mortgage Loans from the Seller and to
transfer the Mortgage Loans to the Trustee.
(ii) This Agreement has been duly and validly authorized,
executed and delivered by the Purchaser and, assuming due
authorization, execution and delivery hereof by the Seller, constitutes
a legal, valid and binding obligation of the Purchaser, enforceable
against the Purchaser in accordance with its terms, except as such
enforcement may be limited by (A) bankruptcy, insolvency,
reorganization, receivership, moratorium or other similar laws
affecting the enforcement of creditors' rights in general, and (B)
general equity principles (regardless of whether such enforcement is
considered in a proceeding in equity or at law).
(iii) The execution and delivery of this Agreement by the
Purchaser and the Purchaser's performance and compliance with the terms
of this Agreement will not (A) violate the Purchaser's organizational
documents, (B) violate any law or regulation or any administrative
decree or order to which the Purchaser is subject or (C) constitute a
default (or an event which, with notice or lapse of time, or both,
would constitute a default) under, or result in the breach of, any
material contract, agreement or other instrument to which the Purchaser
is a party or by which the Purchaser is bound.
(iv) Except as may be required under federal or state
securities laws (and which will be obtained on a timely basis), no
consent, approval, authorization or order of, registration or filing
with, or notice to, any governmental authority or court, is required
for the execution, delivery and performance by the Purchaser of or
compliance by the Purchaser with this Agreement, or the consummation by
the Purchaser of any transaction described in this Agreement.
(v) Under GAAP and for federal income tax purposes, the
Purchaser will report the transfer of the Mortgage Loans by the Seller
to the Purchaser as a sale of the Mortgage Loans to the Purchaser in
exchange for the consideration specified in SECTION 1 hereof.
SECTION 5. CLOSING. The closing of the sale of the Mortgage Loans (the
"Closing") shall be held at the offices of Sidley & Austin, 875 Third Avenue,
New York, New York 10022 at 10:00 A.M., New York City time, on the Closing Date.
The Closing shall be subject to each of the following conditions:
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(a) All of the representations and warranties of the
Seller set forth in or made pursuant to SECTIONS 3(a) and 3(b) of this Agreement
and all of the representations and warranties of the Purchaser set forth in
SECTION 4 of this Agreement shall be true and correct in all material respects
as of the Closing Date;
(b) Insofar as it affects the obligations of the Seller
hereunder, the Pooling and Servicing Agreement shall be in a form mutually
acceptable to the Purchaser and the Seller;
(c) All documents specified in SECTION 6 of this
Agreement (the "CLOSING DOCUMENTS"), in such forms as are agreed upon and
acceptable to the Purchaser in its reasonable discretion, shall be duly executed
and delivered by all signatories as required pursuant to the respective terms
thereof;
(d) The Seller shall have delivered and released to the
Trustee (or a Custodian on its behalf), the Master Servicer and the Special
Servicer all documents and funds required to be delivered to the Trustee, the
Master Servicer and the Special Servicer, respectively, pursuant to SECTION 2 of
this Agreement;
(e) All other terms and conditions of this Agreement
required to be complied with on or before the Closing Date shall have been
complied with in all material respects and the Seller shall have the ability to
comply with all terms and conditions and perform all duties and obligations
required to be complied with or performed after the Closing Date;
(f) The Seller shall have paid all fees and expenses
payable by it to the Purchaser or otherwise pursuant to this Agreement; and
(g) Neither the Underwriting Agreement nor the
Certificate Purchase Agreement shall have been terminated in accordance with its
terms.
Both parties agree to use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the Mortgage Loans on the Closing Date.
SECTION 6. CLOSING DOCUMENTS. The Closing Documents shall consist of the
following:
(a) This Agreement duly executed by the Purchaser and the
Seller;
(b) A Certificate of the Seller, executed by a duly
authorized officer of the Seller and dated the Closing Date, and upon which the
Purchaser, the Underwriters and the Placement Agent may rely, to the effect
that: (i) the representations and warranties of the Seller in this Agreement are
true and correct in all material respects at and as of the Closing Date with the
same effect as if made on such date; and (ii) the Seller has, in all material
respects, complied with all the agreements and satisfied all the conditions on
its part that are required under this Agreement to be performed or satisfied at
or prior to the Closing Date;
(c) An Officer's Certificate from an officer of the
Seller, in his or her individual capacity, dated the Closing Date, and upon
which the Purchaser, the Underwriters and the Placement Agent may rely, to the
effect that each individual who, as an officer or
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representative of the Seller, signed this Agreement or any other document or
certificate delivered on or before the Closing Date in connection with the
transactions contemplated herein, was at the respective times of such signing
and delivery, and is as of the Closing Date, duly elected or appointed,
qualified and acting as such officer or representative, and the signatures of
such persons appearing on such documents and certificates are their genuine
signatures;
(d) As certified by an officer of the Seller, true and
correct copies of (i) the resolutions of the board of directors authorizing the
Seller's entering into the transactions contemplated by this Agreement, (ii) the
organizational documents of the Seller, and (iii) a certificate of good standing
of the Seller issued by the Secretary of State of the State of Delaware not
earlier than 10 days prior to the Closing Date (or, if accompanied by a
bring-down telegram dated as of the Closing Date, a certificate of good standing
of the Seller issued by the Secretary of State of the State of Delaware not
earlier than 30 days prior to the Closing Date);
(e) A Certificate of the Co-Indemnitor, executed by a
duly authorized officer of the Co-Indemnitor and dated the Closing Date, and
upon which the Purchaser, the Underwriters and the Placement Agent may rely, to
the effect that the representations and warranties of the Co-Indemnitor in the
Indemnification Agreement are true and correct in all material respects at and
as of the Closing Date with the same effect as if made on such date;
(f) An Officer's Certificate from an officer of the
Co-Indemnitor, in his or her individual capacity, dated the Closing Date, and
upon which the Purchaser, the Underwriters and the Placement Agent may rely, to
the effect that each individual who, as an officer or representative of the
Co-Indemnitor, signed this Agreement or any other document or certificate
delivered on or before the Closing Date in connection with the transactions
contemplated herein, was at the respective times of such signing and delivery,
and is as of the Closing Date, duly elected or appointed, qualified and acting
as such officer or representative, and the signatures of such persons appearing
on such documents and certificates are their genuine signatures;
(g) As certified by an officer of the Co-Indemnitor, true
and correct copies of (i) the resolutions of the board of directors authorizing
the Co-Indemnitor's entering into the transactions contemplated by the
Indemnification Agreement, (ii) the organizational documents of the
Co-Indemnitor, and (iii) a certificate of good standing of the Co-Indemnitor
issued by the Secretary of State of the State of Delaware not earlier than 10
days prior to the Closing Date;
(h) A favorable opinion of Cadwalader, Wickersham & Taft,
special counsel to the Seller and the Co-Indemnitor, substantially in the form
attached hereto as EXHIBIT C-1, dated the Closing Date and addressed to the
Purchaser, the Underwriters, the Placement Agent, the Rating Agencies and, upon
request, the other parties to the Pooling and Servicing Agreement, together with
such other opinions of Sidley & Austin as may be required by the Rating Agencies
in connection with the transactions contemplated hereby;
(i) A favorable opinion of in-house counsel to the Seller
and the Co-Indemnitor, substantially in the form attached hereto as EXHIBIT C-2,
dated the Closing Date and addressed to the Purchaser, the Underwriters, the
Placement Agent, the Rating Agencies and, upon request, the other parties to the
Pooling and Servicing Agreement;
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(j) In connection with the Seller's receipt of the
Seller's Residual Interest Certificates, a Transfer Affidavit and Agreement in
the form contemplated by the Pooling and Servicing Agreement; and
(k) Such further certificates, opinions and documents as
the Purchaser may reasonably request.
SECTION 7. COSTS. The costs and expenses associated with the transactions
contemplated by this Agreement shall be payable by the Seller and Lehman
Brothers Holdings Inc., doing business as Lehman Capital, a division of Lehman
Brothers Holdings Inc. as and to the extent provided in the engagement letter
dated February 15, 2000 (the "ENGAGEMENT LETTER"), between Lehman Brothers Inc.
and UBS Warburg LLC (formerly known as Warburg Dillon Read LLC), and shall
otherwise be payable by the party that incurred such cost or expense.
SECTION 8. GRANT OF A SECURITY INTEREST. It is the express intent of the parties
hereto that the conveyance of the Mortgage Loans by the Seller to the Purchaser
as provided in SECTION 2 hereof be, and be construed as, a sale of the Mortgage
Loans by the Seller to the Purchaser and not as a pledge of the Mortgage Loans
by the Seller to the Purchaser to secure a debt or other obligation of the
Seller. However, if, notwithstanding the aforementioned intent of the parties,
the Mortgage Loans are held to be property of the Seller, then it is the express
intent of the parties that: (i) such conveyance shall be deemed to be a pledge
of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller; (ii) this Agreement shall be deemed to be a security
agreement within the meaning of Articles 8 and 9 of the New York Uniform
Commercial Code; (iii) the conveyance provided for in SECTION 2 hereof shall be
deemed to be a grant by the Seller to the Purchaser of a security interest in
all of the Seller's right, title and interest in and to the Mortgage Loans, and
all amounts payable to the holder of the Mortgage Loans in accordance with the
terms thereof, and all proceeds of the conversion, voluntary or involuntary, of
the foregoing into cash, instruments, securities or other property; (iv) the
assignment to the Trustee of the interest of the Purchaser in and to the
Mortgage Loans shall be deemed to be an assignment of any security interest
created hereunder; (v) the possession by the Trustee or any of its agents,
including, without limitation, the Custodian, of the Mortgage Notes for the
Mortgage Loans, and such other items of property as constitute instruments,
money, negotiable documents or chattel paper shall be deemed to be "possession
by the secured party" for purposes of perfecting the security interest pursuant
to Section 9-305 of the New York Uniform Commercial Code; and (vi) notifications
to persons (other than the Trustee) holding such property, and acknowledgments,
receipts or confirmations from such persons holding such property, shall be
deemed notifications to, or acknowledgments, receipts or confirmations from,
financial intermediaries, bailees or agents (as applicable) of the secured party
for the purpose of perfecting such security interest under applicable law. The
Seller and the Purchaser shall, to the extent consistent with this Agreement,
take such actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans, such security
interest would be deemed to be a perfected security interest of first priority
under applicable law and will be maintained as such throughout the term of this
Agreement and the Pooling and Servicing Agreement.
SECTION 9. NOTICES. All notices, copies, requests, consents, demands and other
communications required hereunder shall be in writing and telecopied or
delivered to the
10
<PAGE>
intended recipient at the "Address for Notices" specified beneath its name on
the signature pages hereof or, as to either party, at such other address as
shall be designated by such party in a notice hereunder to the other party.
Except as otherwise provided in this Agreement, all such communications shall be
deemed to have been duly given when transmitted by telecopier or personally
delivered or, in the case of a mailed notice, upon receipt, in each case given
or addressed as aforesaid.
SECTION 10. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY. All
representations, warranties and agreements contained in this Agreement,
incorporated herein by reference or contained in the certificates of officers of
the Seller submitted pursuant hereto, shall remain operative and in full force
and effect and shall survive delivery of the Mortgage Loans by the Seller to the
Purchaser (and by the Purchaser to the Trustee).
SECTION 11. SEVERABILITY OF PROVISIONS. Any part, provision, representation,
warranty or covenant of this Agreement that is prohibited or which is held to be
void or unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof. Any part,
provision, representation, warranty or covenant of this Agreement that is
prohibited or unenforceable or is held to be void or unenforceable in any
particular jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by applicable law,
the parties hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.
SECTION 12. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but which together shall
constitute one and the same agreement.
SECTION 13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS
AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN ACCORDANCE WITH
THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK. THE PARTIES HERETO
INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW SHALL APPLY TO THIS AGREEMENT.
SECTION 14. FURTHER ASSURANCES. The Seller and the Purchaser agree to execute
and deliver such instruments and take such further actions as the other party
may, from time to time, reasonably request in order to effectuate the purposes
and to carry out the terms of this Agreement.
SECTION 15. SUCCESSORS AND ASSIGNS. The rights and obligations of the Seller
under this Agreement shall not be assigned by the Seller without the prior
written consent of the Purchaser, except that any person into which the Seller
may be merged or consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Seller is a party, or any person
succeeding to all or substantially all of the business of the Seller, shall be
the successor to the Seller hereunder. The Purchaser has the right to assign its
interest under this Agreement, in
11
<PAGE>
whole or in part, as may be required to effect the purposes of the Pooling and
Servicing Agreement, and the assignee shall, to the extent of such assignment,
succeed to the rights and obligations hereunder of the Purchaser. Subject to the
foregoing, this Agreement shall bind and inure to the benefit of and be
enforceable by the Seller, the Purchaser, and their respective successors and
permitted assigns.
SECTION 16. AMENDMENTS. No term or provision of this Agreement may be waived or
modified unless such waiver or modification is in writing and signed by a duly
authorized officer of the party against whom such waiver or modification is
sought to be enforced. The Seller's obligations hereunder shall in no way be
expanded, changed or otherwise affected by any amendment of or modification to
the Pooling and Servicing Agreement, unless the Seller has consented to such
amendment or modification in writing.
12
<PAGE>
IN WITNESS WHEREOF, the Seller and the Purchaser have caused
their names to be signed hereto by their respective duly authorized officers as
of the date first above written.
SELLER
UBS PRINCIPAL FINANCE LLC
By: /s/ Brian R. Harris
-----------------------------------
Name: Brian R. Harris
Title: Executive Director
By: /s/ Ahmed Alali
-----------------------------------
Name: Ahmed Alali
Title: Director
Address for Notices:
299 Park Avenue
New York, New York 10171
Attention: Ahmed Alali
-------------
Telecopier No.: (212) 821-3162
--------
Telephone No.: (212) 821-4782
--------
PURCHASER
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Paul Hughson
------------------------------------
Name: Paul Hughson
Title: Senior Vice President
Address for Notices:
Structured Asset Securities Corporation
Three World Financial Center
New York, NY 10285
Attention: Tricia Hall
Telecopier No.: (212) 526-5911
Telephone No.: (212) 526-3746
<PAGE>
EXHIBIT A
MORTGAGE LOAN SCHEDULE
<PAGE>
MORTGAGE LOAN SCHEDULE (SCHEDULE I)
<TABLE>
<CAPTION>
MORTGAGE
LOAN
NUMBER PROPERTY NAME ADDRESS
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 Cherry Creek Mall 3000 East First Avenue
2 Annapolis Mall 2002 Annapolis Mall
3 Westfield Portfolio Various
5 Southern Company Center 270 Peachtree Street
7 Deposit Guaranty Plaza 210 E. Capital Street
8 Cedarbrook Corporate Center Building 5 5 Cedar Brook Drive
9 2 and 4 Gannett Drive 2 Gannett Drive and 4 Gannett Drive
10 New Media & Arts Center 450 West 15th Street
11 Pepper Square Shopping Center 14902 Preston Road
12 Pinewood Chase Apartments 5601 Regency Park Court
13 Eagle Rock 2700 Colorado Boulevard
14 Deposit Guaranty Tower & Building 333 Texas Street
18 205-11 Montague Street 205-11 Montague Street
19 Reisterstown Square Apartments 6510 Eberle Drive
20 Five Points Plaza 40 Marietta Street
23 River Oaks West Shopping Center 530-603 West River Oaks Drive orrence Avenue
24 Deposit Guaranty - Building 200 E. Capitol Street
29 Whispering Oaks Apartments 2443 West Dugdale Road
31 Central Forest Shopping Center 11617 North Central Expressway
34 Timberlyne Shopping Center 1129 Weaver Dairy Road
35 29 West 35th Street 29 West 35th Street
36 Peacock Center 504 Ridgeville Road
37 Nabisco Warehouse & Distribution Complex 2005, 2040, 2100, and 2150 W. 43rd St./4334 S. Damen Ave.
38 Ballenger Creek Plaza 5830 Ballenger Creek Pike
41 Winchester Marketplace 40515,40665, 40695, 40705 & 40825 Winchester Road
44 The Atria at Hillcrest 158-13 72nd Avenue
45 Citizens Trust Company Bldg. 75 Piedmont Avenue Northeast
47 Woodbridge Village Apartments 1900-1948 North Marianna Avenue
48 Mooresville Festival Shopping Center 3904-3990 West Highway 150
51 Town North Shopping Center 3500-3600 North Belt Line Road
52 Route 7 Commerce Center 9409 and 9411 Philadelphia Road
53 Post Road Plaza 260-300 Boston Post Road
54 Chapel Wood Apartments 1425 Nova Avenue
55 Enterprise Park 6155 Corporate Drive
61 Oradell Medical Plaza 550 Kinderamack Road
62 River Drive 380-400 River Drive
63 The Joseph Cory Warehouse 888 Newark Avenue
67 Bernard Court Shopping Center 1843 Highland Drive
72 17 Corporate Plaza Office Building 17 Corporate Plaza
73 Westlake Office Building 310 Technology Ave
77 GSE Building 9189 Red Branch Road
80 Ironwood Plaza 23920 Ironwood Plaza
82 Parkview Estates 995 North Denton Boulevard
83 Wallace Crossing Shopping Center 715 N. Norwood Street
84 Palomar Village 687-693 Palomar Street
85 Stanton Oaks Shopping Center 4201 Green Oaks Blvd West
86 West Pointe Shopping Center 2900 Kings Highway
87 Four Seasons Business Park VI,Buildings 1, 2, and 3 6830 North Eldridge Parkway
91 151 West 25th Street 151 West 25th Street
92 La Croix Court Apartments 14 La Croix Court Drive a/k/a 75 Carry Lane
93 Everglades Apartments 1103 23rd Street North
94 Plaza Building 120 North Congress Street
97 Valley Plaza Shopping Center 16932-17020 E. Quincy Avenue
104 Cambridge Place Apartments 435-441 Cambridge Street
110 Clay Commons Shopping Center 8075 Oswego Road
118 Lake Creek Crossing Shopping Center 1205 Round Rock Avenue
122 Westway Office Park 8000 Harwin Drive
125 The Whitney Hotel 700 Woodrow Street
127 Sun Lake Estates Mobile Home Park 4865 Lake Ontario Drive
131 The Barons Apartments 91 Queen Street
133 426 West Broadway 426 West Broadway
134 Walnut Hill Apartments 1550 Blalock
<CAPTION>
MORTGAGE
LOAN ZIP
NUMBER PROPERTY NAME CITY STATE CODE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 Cherry Creek Mall Denver CO 80206
2 Annapolis Mall Annapolis MD 21401
3 Westfield Portfolio Various CA Various
5 Southern Company Center Atlanta GA 30303
7 Deposit Guaranty Plaza Jackson MS 39201
8 Cedarbrook Corporate Center Building 5 Cranbury NJ 8512
9 2 and 4 Gannett Drive White Plains NY 10604
10 New Media & Arts Center New York City NY 10011
11 Pepper Square Shopping Center Dallas TX 75240
12 Pinewood Chase Apartments Suitland MD 20902
13 Eagle Rock Eagle Rock CA 90041
14 Deposit Guaranty Tower & Building Shreveport LA 71101
18 205-11 Montague Street Brooklyn NY 11242
19 Reisterstown Square Apartments Baltimore (Reisterstown) MD 21215
20 Five Points Plaza Atlanta GA 30303
23 River Oaks West Shopping Center Calumet City IL 60409
24 Deposit Guaranty - Building Jackson MS 39201
29 Whispering Oaks Apartments Waukegan IL 60085
31 Central Forest Shopping Center Dallas TX 75243
34 Timberlyne Shopping Center Chapel Hill NC 27514
35 29 West 35th Street New York NY 10001
36 Peacock Center Mount Airy MD 21771
37 Nabisco Warehouse & Distribution Complex Chicago IL 60609
38 Ballenger Creek Plaza Frederick MD 21703
41 Winchester Marketplace Temecula CA 92590
44 The Atria at Hillcrest Flushing NY 11375
45 Citizens Trust Company Bldg. Atlanta GA 30303
47 Woodbridge Village Apartments Los Angeles CA 90032
48 Mooresville Festival Shopping Center Mooresville NC 28115
51 Town North Shopping Center Irving TX 75243
52 Route 7 Commerce Center Rossville MD 21237
53 Post Road Plaza Port Chester NY 10573
54 Chapel Wood Apartments Capital Heights MD 20743
55 Enterprise Park Houston TX 77036
61 Oradell Medical Plaza Oradell NJ 7649
62 River Drive Passaic NJ 7055
63 The Joseph Cory Warehouse Jersey City NJ 7306
67 Bernard Court Shopping Center Jonesboro AR 72402
72 17 Corporate Plaza Office Building Newport Beach CA 92660
73 Westlake Office Building Norcross GA 30092
77 GSE Building Columbia MD 21045
80 Ironwood Plaza Moreno Valley CA 92557
82 Parkview Estates Fort Walton Beach FL 32547
83 Wallace Crossing Shopping Center Wallace NC 28466
84 Palomar Village Chula Vista CA 91911
85 Stanton Oaks Shopping Center Arlington TX 76016
86 West Pointe Shopping Center Paragould AR 72450
87 Four Seasons Business Park VI,Buildings 1, 2, and 3 Houston TX 77084
91 151 West 25th Street New York NY 10001
92 La Croix Court Apartments Rochester(Town of Irondequiot) NY 14609
93 Everglades Apartments Pell City AL 35125
94 Plaza Building Jackson MS 39201
97 Valley Plaza Shopping Center Aurora CO 80015
104 Cambridge Place Apartments Boston MA 2134
110 Clay Commons Shopping Center Clay NY 13090
118 Lake Creek Crossing Shopping Center Round Rock TX 78681
122 Westway Office Park Houston TX 77036
125 The Whitney Hotel Columbia SC 29205
127 Sun Lake Estates Mobile Home Park Cocoa FL 32926
131 The Barons Apartments Southington CT 6489
133 426 West Broadway New York City NY 10003
134 Walnut Hill Apartments Houston TX 77080
<CAPTION>
MORTGAGE REMAINING
LOAN CUT-OFF DATE MONTHLY P&I MORTGAGE TERM TO
NUMBER PROPERTY NAME BALANCE PAYMENT RATE MATURITY
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 Cherry Creek Mall 148,497,918.00 1,143,861.16 7.68 75
2 Annapolis Mall 122,873,596.80 939,216.06 8.251 115
3 Westfield Portfolio 99,000,000.00 767,077.85 8.285 115
5 Southern Company Center 36,266,700.54 261,923.33 7.77 110
7 Deposit Guaranty Plaza 25,708,264.29 199,294.63 8.55 113
8 Cedarbrook Corporate Center Building 5 22,961,104.48 183,245.71 8.89 117
9 2 and 4 Gannett Drive 20,453,825.21 156,466.46 8.42 116
10 New Media & Arts Center 18,964,383.23 155,208.07 9.17 116
11 Pepper Square Shopping Center 17,870,835.70 144,929.94 9.07 117
12 Pinewood Chase Apartments 16,900,746.06 124,147.94 7.95 110
13 Eagle Rock 16,792,557.20 125,650.12 8.177 115
14 Deposit Guaranty Tower & Building 16,540,976.31 128,228.32 8.55 113
18 205-11 Montague Street 13,692,439.11 106,213.23 8.55 112
19 Reisterstown Square Apartments 13,471,051.66 105,001.62 8.625 116
20 Five Points Plaza 13,286,194.94 95,954.81 7.77 110
23 River Oaks West Shopping Center 12,280,234.58 106,922.45 8.33 122
24 Deposit Guaranty - Building 11,957,332.21 92,695.18 8.55 113
29 Whispering Oaks Apartments 10,233,912.85 84,324.23 9.25 117
31 Central Forest Shopping Center 9,584,195.93 77,381.96 9.02 117
34 Timberlyne Shopping Center 8,947,730.50 65,850.69 7.97 110
35 29 West 35th Street 8,830,011.22 70,406.50 8.88 117
36 Peacock Center 8,796,722.81 61,759.33 7.48 111
37 Nabisco Warehouse & Distribution Complex 8,709,813.14 68,639.61 8.75 117
38 Ballenger Creek Plaza 8,647,625.82 60,712.56 7.48 111
41 Winchester Marketplace 8,066,979.56 59,604.42 8.03 113
44 The Atria at Hillcrest 7,206,546.24 52,441.78 7.85 110
45 Citizens Trust Company Bldg. 6,885,558.80 54,159.17 8.725 116
47 Woodbridge Village Apartments 6,514,261.42 47,492.05 7.875 111
48 Mooresville Festival Shopping Center 6,516,000.00 45,150.45 8.315 116
51 Town North Shopping Center 5,890,584.69 48,196.19 9.17 117
52 Route 7 Commerce Center 5,641,340.46 43,254.17 8.445 116
53 Post Road Plaza 5,640,096.87 45,693.04 9.055 116
54 Chapel Wood Apartments 5,487,787.80 42,212.31 8.48 116
55 Enterprise Park 5,479,506.10 41,803.97 8.375 77
61 Oradell Medical Plaza 5,015,987.37 37,496.11 8.125 108
62 River Drive 4,985,385.15 39,782.25 8.875 114
63 The Joseph Cory Warehouse 4,953,901.91 38,253.45 8.5 112
67 Bernard Court Shopping Center 4,362,903.60 32,867.91 8.25 115
72 17 Corporate Plaza Office Building 4,103,755.16 30,555.84 8.1 111
73 Westlake Office Building 4,079,696.08 30,801.93 8.25 111
77 GSE Building 4,033,395.65 31,514.89 8.63 112
80 Ironwood Plaza 3,827,642.80 29,526.28 8.5 114
82 Parkview Estates 3,793,718.26 30,575.66 9 117
83 Wallace Crossing Shopping Center 3,793,358.41 29,840.35 8.73 117
84 Palomar Village 3,745,821.80 28,459.37 8.33 113
85 Stanton Oaks Shopping Center 3,744,015.70 30,633.17 9.17 117
86 West Pointe Shopping Center 3,739,631.63 28,172.50 8.25 115
87 Four Seasons Business Park VI,Buildings 1, 2, and 3 3,736,257.28 28,668.32 8.4375 113
91 151 West 25th Street 3,493,691.46 27,110.66 8.58 117
92 La Croix Court Apartments 3,492,031.67 26,602.53 8.375 116
93 Everglades Apartments 3,487,147.81 26,738.53 8.43 113
94 Plaza Building 3,424,920.28 27,293.47 8.86 114
97 Valley Plaza Shopping Center 3,354,000.00 23,268.38 8.325 116
104 Cambridge Place Apartments 3,215,663.19 23,821.47 8.07 115
110 Clay Commons Shopping Center 2,909,298.17 23,454.75 9 116
118 Lake Creek Crossing Shopping Center 2,502,524.96 20,213.01 8.43 110
122 Westway Office Park 2,380,810.34 19,325.45 8.5 111
125 The Whitney Hotel 2,323,000.00 17,122.45 8.845 116
127 Sun Lake Estates Mobile Home Park 2,288,609.99 17,279.13 8.25 111
131 The Barons Apartments 2,245,460.71 17,902.01 8.875 116
133 426 West Broadway 2,197,044.75 19,412.83 9.625 118
134 Walnut Hill Apartments 2,190,968.57 17,111.37 8.625 112
<CAPTION>
MORTGAGE REMAINING INTEREST
LOAN MATURITY- AMORTIZATION ACCRUAL ADMINISTRATIVE GROUND
NUMBER PROPERTY NAME ARD TERM BASIS COST RATE LEASE?
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 Cherry Creek Mall 8/11/06 300 Act/360 0.1022 Yes
2 Annapolis Mall 12/11/09 355 Act/360 0.1022
3 Westfield Portfolio 12/11/09 355 Act/360 0.1022
5 Southern Company Center 7/1/09 350 Act/360 0.1022
7 Deposit Guaranty Plaza 10/6/09 353 Act/360 0.1022 Yes
8 Cedarbrook Corporate Center Building 5 2/11/10 357 Act/360 0.1022
9 2 and 4 Gannett Drive 1/11/10 356 Act/360 0.1022
10 New Media & Arts Center 1/11/10 356 Act/360 0.1022
11 Pepper Square Shopping Center 2/11/10 357 Act/360 0.1022
12 Pinewood Chase Apartments 7/10/09 350 Act/360 0.1022
13 Eagle Rock 12/11/09 355 Act/360 0.1022
14 Deposit Guaranty Tower & Building 10/6/09 353 Act/360 0.1022
18 205-11 Montague Street 9/11/09 352 Act/360 0.1022
19 Reisterstown Square Apartments 1/11/10 356 Act/360 0.1022
20 Five Points Plaza 7/1/09 350 Act/360 0.1022
23 River Oaks West Shopping Center 7/1/10 230 Act/360 0.1022
24 Deposit Guaranty - Building 10/6/09 353 Act/360 0.1022
29 Whispering Oaks Apartments 2/6/10 357 Act/360 0.1022
31 Central Forest Shopping Center 2/11/10 357 Act/360 0.1022
34 Timberlyne Shopping Center 7/1/09 350 Act/360 0.1022
35 29 West 35th Street 2/11/10 357 Act/360 0.1022
36 Peacock Center 8/6/09 351 Act/360 0.1022
37 Nabisco Warehouse & Distribution Complex 2/11/10 357 Act/360 0.1022
38 Ballenger Creek Plaza 8/6/09 351 Act/360 0.1022
41 Winchester Marketplace 10/6/09 353 Act/360 0.1022
44 The Atria at Hillcrest 7/11/09 350 Act/360 0.1022
45 Citizens Trust Company Bldg. 1/11/10 356 Act/360 0.1022
47 Woodbridge Village Apartments 8/6/09 351 Act/360 0.1022
48 Mooresville Festival Shopping Center 1/11/10 0 Act/360 0.1022
51 Town North Shopping Center 2/11/10 357 Act/360 0.1022
52 Route 7 Commerce Center 1/11/10 356 Act/360 0.1022
53 Post Road Plaza 1/11/10 356 Act/360 0.1022
54 Chapel Wood Apartments 1/11/10 356 Act/360 0.1022
55 Enterprise Park 10/11/06 353 Act/360 0.1022
61 Oradell Medical Plaza 5/1/09 348 Act/360 0.1022
62 River Drive 11/11/09 354 Act/360 0.1022
63 The Joseph Cory Warehouse 9/11/09 352 Act/360 0.1022
67 Bernard Court Shopping Center 12/6/09 355 Act/360 0.1022
72 17 Corporate Plaza Office Building 8/1/09 351 Act/360 0.1022
73 Westlake Office Building 8/11/09 351 Act/360 0.1022
77 GSE Building 9/11/09 352 Act/360 0.1022 Yes
80 Ironwood Plaza 11/6/09 354 Act/360 0.1022
82 Parkview Estates 2/11/10 357 Act/360 0.1022
83 Wallace Crossing Shopping Center 2/11/10 357 Act/360 0.1022
84 Palomar Village 10/6/09 353 Act/360 0.1022
85 Stanton Oaks Shopping Center 2/11/10 357 Act/360 0.1022
86 West Pointe Shopping Center 12/6/09 355 Act/360 0.1022
87 Four Seasons Business Park VI,Buildings 1, 2, and 3 10/6/09 353 Act/360 0.1022
91 151 West 25th Street 2/11/10 357 Act/360 0.1022
92 La Croix Court Apartments 1/11/10 356 Act/360 0.1022
93 Everglades Apartments 10/6/09 353 Act/360 0.1022
94 Plaza Building 11/6/09 354 Act/360 0.1022
97 Valley Plaza Shopping Center 1/11/10 0 Act/360 0.1022
104 Cambridge Place Apartments 12/11/09 355 Act/360 0.1022
110 Clay Commons Shopping Center 1/11/10 356 Act/360 0.1022
118 Lake Creek Crossing Shopping Center 7/1/09 290 Act/360 0.1022
122 Westway Office Park 8/6/09 291 Act/360 0.1022
125 The Whitney Hotel 1/11/10 0 Act/360 0.1022
127 Sun Lake Estates Mobile Home Park 8/6/09 351 Act/360 0.1022
131 The Barons Apartments 1/11/10 356 Act/360 0.1022
133 426 West Broadway 3/11/10 298 Act/360 0.1022
134 Walnut Hill Apartments 9/11/09 352 Act/360 0.1022
<CAPTION>
MORTGAGE MORTGAGE SECURED ARD ANTICIPATED
LOAN LOAN BY LETTER MORTGAGE REPAYMENT
NUMBER PROPERTY NAME SELLER DEFEASANCE OF CREDIT LOAN DATE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 Cherry Creek Mall WDR Yes 8/11/29
2 Annapolis Mall WDR Yes Yes 12/11/29
3 Westfield Portfolio WDR Yes 12/11/29
5 Southern Company Center WDR Defeasance No 0/0/00
7 Deposit Guaranty Plaza WDR Defeasance Yes 10/6/29
8 Cedarbrook Corporate Center Building 5 WDR Defeasance Yes 2/11/30
9 2 and 4 Gannett Drive WDR Defeasance Yes 1/11/30
10 New Media & Arts Center WDR Defeasance Yes 1/11/30
11 Pepper Square Shopping Center WDR Defeasance Yes 2/11/30
12 Pinewood Chase Apartments WDR Defeasance No 0/0/00
13 Eagle Rock WDR Defeasance Yes 12/11/29
14 Deposit Guaranty Tower & Building WDR Defeasance Yes 10/6/29
18 205-11 Montague Street WDR Defeasance No 0/0/00
19 Reisterstown Square Apartments WDR Defeasance Yes 1/11/30
20 Five Points Plaza WDR Defeasance No 0/0/00
23 River Oaks West Shopping Center WDR Defeasance No 0/0/00
24 Deposit Guaranty - Building WDR Defeasance Yes 10/6/29
29 Whispering Oaks Apartments WDR Defeasance Yes 2/6/30
31 Central Forest Shopping Center WDR Defeasance Yes 2/11/30
34 Timberlyne Shopping Center WDR Defeasance No 0/0/00
35 29 West 35th Street WDR Defeasance Yes 2/11/30
36 Peacock Center WDR Defeasance No 0/0/00
37 Nabisco Warehouse & Distribution Complex WDR Defeasance Yes 2/11/10
38 Ballenger Creek Plaza WDR Defeasance No 0/0/00
41 Winchester Marketplace WDR Defeasance No 0/0/00
44 The Atria at Hillcrest WDR Defeasance No 0/0/00
45 Citizens Trust Company Bldg. WDR Defeasance Yes 1/11/30
47 Woodbridge Village Apartments WDR Defeasance No 0/0/00
48 Mooresville Festival Shopping Center WDR Defeasance Yes 0/0/00
51 Town North Shopping Center WDR Defeasance Yes 2/11/30
52 Route 7 Commerce Center WDR Defeasance No 0/0/00
53 Post Road Plaza WDR Defeasance No 0/0/00
54 Chapel Wood Apartments WDR Defeasance Yes 1/11/30
55 Enterprise Park WDR No 0/0/00
61 Oradell Medical Plaza WDR Defeasance No 0/0/00
62 River Drive WDR Defeasance No 0/0/00
63 The Joseph Cory Warehouse WDR Defeasance No 0/0/00
67 Bernard Court Shopping Center WDR Defeasance No 0/0/00
72 17 Corporate Plaza Office Building WDR Defeasance No 0/0/00
73 Westlake Office Building WDR Defeasance No 0/0/00
77 GSE Building WDR Defeasance No 0/0/00
80 Ironwood Plaza WDR Defeasance No 0/0/00
82 Parkview Estates WDR Defeasance Yes 2/11/30
83 Wallace Crossing Shopping Center WDR Defeasance No 0/0/00
84 Palomar Village WDR Defeasance No 0/0/00
85 Stanton Oaks Shopping Center WDR Defeasance Yes 2/11/30
86 West Pointe Shopping Center WDR Defeasance No 0/0/00
87 Four Seasons Business Park VI,Buildings 1, 2, and 3 WDR Defeasance No 0/0/00
91 151 West 25th Street WDR Defeasance Yes 2/11/30
92 La Croix Court Apartments WDR Defeasance Yes 1/11/30
93 Everglades Apartments WDR Defeasance No 0/0/00
94 Plaza Building WDR Defeasance No 0/0/00
97 Valley Plaza Shopping Center WDR Defeasance Yes 0/0/00
104 Cambridge Place Apartments WDR Defeasance No 0/0/00
110 Clay Commons Shopping Center WDR Defeasance No 0/0/00
118 Lake Creek Crossing Shopping Center WDR Defeasance No 0/0/00
122 Westway Office Park WDR Defeasance No 0/0/00
125 The Whitney Hotel WDR Defeasance Yes 0/0/00
127 Sun Lake Estates Mobile Home Park WDR Defeasance No 0/0/00
131 The Barons Apartments WDR Defeasance No 0/0/00
133 426 West Broadway WDR Defeasance No 0/0/00
134 Walnut Hill Apartments WDR No 0/0/00
<CAPTION>
MORTGAGE
LOAN CROSS LOCKBOX
NUMBER PROPERTY NAME COLLATERALIZED ACCOUNT
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 Cherry Creek Mall Springing
2 Annapolis Mall Hard
3 Westfield Portfolio Yes - Westfield America, Inc. Hard
5 Southern Company Center Springing
7 Deposit Guaranty Plaza Yes - Plaza Investments, L.L.C. Hard
8 Cedarbrook Corporate Center Building 5 Springing
9 2 and 4 Gannett Drive Springing
10 New Media & Arts Center Springing
11 Pepper Square Shopping Center Springing
12 Pinewood Chase Apartments Springing
13 Eagle Rock Modified
14 Deposit Guaranty Tower & Building Yes - Plaza Investments, L.L.C. Hard
18 205-11 Montague Street None
19 Reisterstown Square Apartments Springing
20 Five Points Plaza Springing
23 River Oaks West Shopping Center None
24 Deposit Guaranty - Building Yes - Plaza Investments, L.L.C. Hard
29 Whispering Oaks Apartments Springing
31 Central Forest Shopping Center Springing
34 Timberlyne Shopping Center None
35 29 West 35th Street Springing
36 Peacock Center None
37 Nabisco Warehouse & Distribution Complex Springing
38 Ballenger Creek Plaza None
41 Winchester Marketplace None
44 The Atria at Hillcrest None
45 Citizens Trust Company Bldg. Springing
47 Woodbridge Village Apartments None
48 Mooresville Festival Shopping Center Hard
51 Town North Shopping Center Springing
52 Route 7 Commerce Center Springing
53 Post Road Plaza None
54 Chapel Wood Apartments Springing
55 Enterprise Park None
61 Oradell Medical Plaza None
62 River Drive None
63 The Joseph Cory Warehouse None
67 Bernard Court Shopping Center None
72 17 Corporate Plaza Office Building None
73 Westlake Office Building Hard
77 GSE Building None
80 Ironwood Plaza None
82 Parkview Estates Springing
83 Wallace Crossing Shopping Center Yes - Chesterfield & Wallace Springing
84 Palomar Village None
85 Stanton Oaks Shopping Center Springing
86 West Pointe Shopping Center None
87 Four Seasons Business Park VI,Buildings 1, 2, and 3 None
91 151 West 25th Street Springing
92 La Croix Court Apartments Springing
93 Everglades Apartments None
94 Plaza Building Springing
97 Valley Plaza Shopping Center Hard
104 Cambridge Place Apartments None
110 Clay Commons Shopping Center None
118 Lake Creek Crossing Shopping Center None
122 Westway Office Park Springing
125 The Whitney Hotel Hard
127 Sun Lake Estates Mobile Home Park Springing
131 The Barons Apartments None
133 426 West Broadway Hard
134 Walnut Hill Apartments None
<CAPTION>
MORTGAGE
LOAN MORTGAGE LOAN SELLER
NUMBER PROPERTY NAME LOAN ID
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 Cherry Creek Mall LG-5564-AA
2 Annapolis Mall LG-5994-AA
3 Westfield Portfolio LG-6135R-AA
5 Southern Company Center 5247
7 Deposit Guaranty Plaza 5297
8 Cedarbrook Corporate Center Building 5 5780
9 2 and 4 Gannett Drive 5818
10 New Media & Arts Center 5223
11 Pepper Square Shopping Center 6119
12 Pinewood Chase Apartments 5097
13 Eagle Rock 6136
14 Deposit Guaranty Tower & Building 5644
18 205-11 Montague Street 5392
19 Reisterstown Square Apartments 5846
20 Five Points Plaza 5248
23 River Oaks West Shopping Center 5101
24 Deposit Guaranty - Building 5643
29 Whispering Oaks Apartments 6038
31 Central Forest Shopping Center 6123
34 Timberlyne Shopping Center 5168
35 29 West 35th Street 6184
36 Peacock Center 5181
37 Nabisco Warehouse & Distribution Complex 5896
38 Ballenger Creek Plaza 5180
41 Winchester Marketplace 5057
44 The Atria at Hillcrest 5231
45 Citizens Trust Company Bldg. 5799
47 Woodbridge Village Apartments 5405
48 Mooresville Festival Shopping Center 5855
51 Town North Shopping Center 6120
52 Route 7 Commerce Center 5758
53 Post Road Plaza 5679
54 Chapel Wood Apartments 5849
55 Enterprise Park 5585
61 Oradell Medical Plaza 5095
62 River Drive 5626
63 The Joseph Cory Warehouse 5580
67 Bernard Court Shopping Center 5117
72 17 Corporate Plaza Office Building 5194
73 Westlake Office Building 5280
77 GSE Building 5556
80 Ironwood Plaza 5514
82 Parkview Estates 6188
83 Wallace Crossing Shopping Center 6030
84 Palomar Village 5105
85 Stanton Oaks Shopping Center 6122
86 West Pointe Shopping Center 5115
87 Four Seasons Business Park VI,Buildings 1, 2, and 3 5681
91 151 West 25th Street 6105
92 La Croix Court Apartments 6098
93 Everglades Apartments 5573
94 Plaza Building 5671
97 Valley Plaza Shopping Center 5856
104 Cambridge Place Apartments 5786
110 Clay Commons Shopping Center 5305
118 Lake Creek Crossing Shopping Center 5098
122 Westway Office Park 5571
125 The Whitney Hotel 5859
127 Sun Lake Estates Mobile Home Park 5471
131 The Barons Apartments 5917
133 426 West Broadway 5728
134 Walnut Hill Apartments 5649
</TABLE>
<PAGE>
MORTGAGE LOAN SCHEDULE (SCHEDULE I)
<TABLE>
<CAPTION>
MORTGAGE
LOAN
NUMBER PROPERTY NAME ADDRESS
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
135 Chesterfield Commons Shopping Center 831 Chesterfield Highway
136 714 Lexington Avenue 714 Lexington Avenue
139 Wayne Garden Apartments 101 West Browning Road
144 509 East Sixth Street 509 East Sixth Street
147 Capri Villas Apartments 4832 Main Street
148 Pine Meadows Apartments 2200 Faraway Drive
151 Crescent City Shopping Center 925 Summit Street
152 Town Square Apartments 1123 S. Witter
153 Arbor I 190 Chamberlain Highway
154 Summitwood Apartments 80, 156-174, & 153-185 Sam's Road
157 San Vicente Shopping Center 11706-11712 San Vicente Boulevard
158 Las Brisas Apartments 4500 North Main
159 Malibu Court 1702 Wirt Road
163 Canal Studios 243 & 278 North Union Street
165 Liberty Place Professional Building 3211 Liberty Street
166 Grant Square 15 Fernwood Avenue
167 Post Oak Manor 11211 S. Post Oak Road
168 South Grand Apartments 15430 East Freeway
169 AAA Mini-Storage 7625 North Loop East Freeway
170 Welsh Gardens 2630 Welsh Road
171 Wellwood Manor 606 W. Maple Avenue
173 Creekside Mobile Home Park 2561 Kingston Road
174 10 Parker Street 10 Parker Street
175 38th Street Apartments 24 West 38th Street
176 West Village II Ltd. 311-13 N 33rd Street & 3225-27 Powelton Avenue
177 The Janwood Apartments 1706 Pasadena Boulevard
178 Apartments 22 2202 E. 136th Avenue
179 West Village Ltd. 3201, 3205-07, 3211, 3217-23 Powelton Avenue
180 Hillcrest Apartments 115 North 34th Street
181 East Wind Apartments 115 Trenton Road
182 University Village Apartments 306 N. 32nd Street & 3214-3218Street
183 Minden Square Apartments 5444-5540 & 5435-5473 Minden Avenue
184 Park Villa Apartments 2505-2525 Royal Palm Avenue
185 263 Genesee Street 263 Genesee Street
186 Rio Vista Apartments 1116 FM 78
188 166 Jewett Avenue 166 Jewett Avenue
189 14 Kensington Avenue 14 Kensington Avenue
190 Zabriskie Arms Condominium 149 Zabriskie Street
<CAPTION>
MORTGAGE
LOAN ZIP
NUMBER PROPERTY NAME CITY STATE CODE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
135 Chesterfield Commons Shopping Center Cheraw SC 29520
136 714 Lexington Avenue New York NY 10022
139 Wayne Garden Apartments Collingswood NJ 8108
144 509 East Sixth Street New York NY 10009
147 Capri Villas Apartments Jacksonville FL 32299
148 Pine Meadows Apartments Columbia SC 29223
151 Crescent City Shopping Center Crescent City FL 32112
152 Town Square Apartments Pasadena TX 77506
153 Arbor I Meriden CT 6451
154 Summitwood Apartments Meriden CT 6451
157 San Vicente Shopping Center Los Angeles CA 90049
158 Las Brisas Apartments Houston TX 77009
159 Malibu Court Houston TX 77055
163 Canal Studios Lambertville NJ 8530
165 Liberty Place Professional Building Erie PA 16508
166 Grant Square Clearwater FL 33765
167 Post Oak Manor Houston TX 77306
168 South Grand Apartments Channelview TX 77530
169 AAA Mini-Storage Houston TX 77028
170 Welsh Gardens Philadelphia PA 19152
171 Wellwood Manor Merchantville Borough NJ 8109
173 Creekside Mobile Home Park Leicester NY 14481
174 10 Parker Street Port Chester NY 10573
175 38th Street Apartments Jacksonville FL 32299
176 West Village II Ltd. Philadelphia PA 19104
177 The Janwood Apartments Pasadena TX 77506
178 Apartments 22 Tampa FL 33613
179 West Village Ltd. Philadelphia PA 19104
180 Hillcrest Apartments Philadelphia PA 19143
181 East Wind Apartments Brown Mills (Pemberton Twp.) NJ 8068
182 University Village Apartments Philadelphia PA 19104
183 Minden Square Apartments Houston TX 77026
184 Park Villa Apartments Fort Myers FL 33916
185 263 Genesee Street Utica NY 13501
186 Rio Vista Apartments Schertz TX 78154
188 166 Jewett Avenue Jersey City NJ 7304
189 14 Kensington Avenue Jersey City NJ 7304
190 Zabriskie Arms Condominium Jersey City NJ 7307
<CAPTION>
MORTGAGE REMAINING
LOAN CUT-OFF DATE MONTHLY P&I MORTGAGE TERM TO
NUMBER PROPERTY NAME BALANCE PAYMENT RATE MATURITY
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
135 Chesterfield Commons Shopping Center 2,096,329.64 16,490.72 8.73 117
136 714 Lexington Avenue 1,996,770.45 16,470.06 8.77 118
139 Wayne Garden Apartments 1,788,927.90 12,895.42 7.75 110
144 509 East Sixth Street 1,495,621.28 11,940.05 8.88 114
147 Capri Villas Apartments 1,489,924.20 12,459.80 8.875 112
148 Pine Meadows Apartments 1,442,587.85 11,087.65 8.44 110
151 Crescent City Shopping Center 1,318,759.65 10,280.92 8.64 118
152 Town Square Apartments 1,316,343.68 10,693.42 8.5 110
153 Arbor I 1,316,359.76 9,926.00 8.26 115
154 Summitwood Apartments 1,316,359.76 9,926.00 8.26 115
157 San Vicente Shopping Center 1,246,764.30 10,704.77 9.25 117
158 Las Brisas Apartments 1,243,518.25 10,276.80 8.75 114
159 Malibu Court 1,196,258.83 9,333.48 8.625 114
163 Canal Studios 1,044,555.33 8,632.51 8.75 114
165 Liberty Place Professional Building 1,018,019.67 8,229.18 9.03 116
166 Grant Square 997,855.67 7,777.90 8.625 116
167 Post Oak Manor 992,198.50 8,136.68 8.625 111
168 South Grand Apartments 991,222.69 8,052.27 8.5 110
169 AAA Mini-Storage 933,227.32 7,607.47 9.125 116
170 Welsh Gardens 890,456.92 7,036.49 8.78 117
171 Wellwood Manor 840,543.42 6,642.07 8.78 117
173 Creekside Mobile Home Park 821,686.55 6,923.37 9 115
174 10 Parker Street 796,325.32 6,920.19 9.375 114
175 38th Street Apartments 794,626.23 6,645.23 8.875 112
176 West Village II Ltd. 771,410.00 5,959.08 8.5 111
177 The Janwood Apartments 699,223.95 5,617.59 8.375 111
178 Apartments 22 697,561.17 5,444.53 8.625 113
179 West Village Ltd. 696,757.48 5,382.39 8.5 111
180 Hillcrest Apartments 646,958.13 5,113.55 8.75 110
181 East Wind Apartments 619,076.40 5,213.30 9.5 117
182 University Village Apartments 599,211.38 4,628.86 8.5 111
183 Minden Square Apartments 597,949.40 4,994.16 8.9 116
184 Park Villa Apartments 596,962.17 4,983.92 8.875 114
185 263 Genesee Street 499,668.08 4,295.77 9.75 118
186 Rio Vista Apartments 498,758.59 4,368.48 9.5 117
188 166 Jewett Avenue 410,155.51 3,204.49 8.625 111
189 14 Kensington Avenue 335,491.29 2,621.15 8.625 111
190 Zabriskie Arms Condominium 298,656.90 2,333.37 8.625 111
<CAPTION>
MORTGAGE REMAINING INTEREST
LOAN MATURITY- AMORTIZATION ACCRUAL ADMINISTRATIVE GROUND
NUMBER PROPERTY NAME ARD TERM BASIS COST RATE LEASE?
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
135 Chesterfield Commons Shopping Center 2/11/10 357 Act/360 0.1022
136 714 Lexington Avenue 3/11/10 298 Act/360 0.1022
139 Wayne Garden Apartments 7/1/09 350 Act/360 0.1022
144 509 East Sixth Street 11/11/09 354 Act/360 0.1022
147 Capri Villas Apartments 9/11/09 292 Act/360 0.1022
148 Pine Meadows Apartments 7/1/09 350 Act/360 0.1022
151 Crescent City Shopping Center 3/11/10 358 Act/360 0.1022
152 Town Square Apartments 7/1/09 290 Act/360 0.1022
153 Arbor I 12/11/09 355 Act/360 0.1022
154 Summitwood Apartments 12/11/09 355 Act/360 0.1022
157 San Vicente Shopping Center 2/11/10 297 Act/360 0.1022
158 Las Brisas Apartments 11/11/09 294 Act/360 0.1022
159 Malibu Court 11/11/09 354 Act/360 0.1022
163 Canal Studios 11/11/09 294 Act/360 0.1022
165 Liberty Place Professional Building 1/11/10 356 Act/360 0.1022
166 Grant Square 1/11/10 356 Act/360 0.1022
167 Post Oak Manor 8/11/09 291 Act/360 0.1022
168 South Grand Apartments 7/1/09 290 Act/360 0.1022
169 AAA Mini-Storage 1/6/10 356 Act/360 0.1022
170 Welsh Gardens 2/11/10 357 Act/360 0.1022
171 Wellwood Manor 2/11/10 357 Act/360 0.1022
173 Creekside Mobile Home Park 12/11/09 295 Act/360 0.1022
174 10 Parker Street 11/11/09 294 Act/360 0.1022
175 38th Street Apartments 9/11/09 292 Act/360 0.1022
176 West Village II Ltd. 8/11/09 351 Act/360 0.1022
177 The Janwood Apartments 8/11/09 291 Act/360 0.1022
178 Apartments 22 10/11/09 353 Act/360 0.1022
179 West Village Ltd. 8/11/09 351 Act/360 0.1022
180 Hillcrest Apartments 7/1/09 350 Act/360 0.1022
181 East Wind Apartments 2/11/10 357 Act/360 0.1022
182 University Village Apartments 8/11/09 351 Act/360 0.1022
183 Minden Square Apartments 1/11/10 296 Act/360 0.1022
184 Park Villa Apartments 11/11/09 294 Act/360 0.1022
185 263 Genesee Street 3/11/10 358 Act/360 0.1022
186 Rio Vista Apartments 2/11/10 297 Act/360 0.1022
188 166 Jewett Avenue 8/11/09 351 Act/360 0.1022
189 14 Kensington Avenue 8/11/09 351 Act/360 0.1022
190 Zabriskie Arms Condominium 8/11/09 351 Act/360 0.1022
<CAPTION>
MORTGAGE MORTGAGE SECURED ARD ANTICIPATED
LOAN LOAN BY LETTER MORTGAGE REPAYMENT
NUMBER PROPERTY NAME SELLER DEFEASANCE OF CREDIT LOAN DATE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
135 Chesterfield Commons Shopping Center WDR Defeasance No 0/0/00
136 714 Lexington Avenue WDR Defeasance No 0/0/00
139 Wayne Garden Apartments WDR Defeasance No 0/0/00
144 509 East Sixth Street WDR No 0/0/00
147 Capri Villas Apartments WDR No 0/0/00
148 Pine Meadows Apartments WDR Defeasance No 0/0/00
151 Crescent City Shopping Center WDR Defeasance No 0/0/00
152 Town Square Apartments WDR No 0/0/00
153 Arbor I WDR Defeasance No 0/0/00
154 Summitwood Apartments WDR Defeasance No 0/0/00
157 San Vicente Shopping Center WDR Defeasance No 0/0/00
158 Las Brisas Apartments WDR No 0/0/00
159 Malibu Court WDR No 0/0/00
163 Canal Studios WDR Defeasance No 0/0/00
165 Liberty Place Professional Building WDR Defeasance No 0/0/00
166 Grant Square WDR No 0/0/00
167 Post Oak Manor WDR No 0/0/00
168 South Grand Apartments WDR No 0/0/00
169 AAA Mini-Storage WDR Defeasance No 0/0/00
170 Welsh Gardens WDR No 0/0/00
171 Wellwood Manor WDR No 0/0/00
173 Creekside Mobile Home Park WDR No 0/0/00
174 10 Parker Street WDR No 0/0/00
175 38th Street Apartments WDR No 0/0/00
176 West Village II Ltd. WDR No 0/0/00
177 The Janwood Apartments WDR No 0/0/00
178 Apartments 22 WDR No 0/0/00
179 West Village Ltd. WDR No 0/0/00
180 Hillcrest Apartments WDR No 0/0/00
181 East Wind Apartments WDR No 0/0/00
182 University Village Apartments WDR No 0/0/00
183 Minden Square Apartments WDR No 0/0/00
184 Park Villa Apartments WDR No 0/0/00
185 263 Genesee Street WDR No 0/0/00
186 Rio Vista Apartments WDR No 0/0/00
188 166 Jewett Avenue WDR No 0/0/00
189 14 Kensington Avenue WDR No 0/0/00
190 Zabriskie Arms Condominium WDR No 0/0/00
<CAPTION>
MORTGAGE
LOAN CROSS LOCKBOX
NUMBER PROPERTY NAME COLLATERALIZED ACCOUNT
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
135 Chesterfield Commons Shopping Center Yes - Chesterfield & Wallace Springing
136 714 Lexington Avenue None
139 Wayne Garden Apartments None
144 509 East Sixth Street None
147 Capri Villas Apartments Yes - Alfred H. Wolf, Jr. None
148 Pine Meadows Apartments None
151 Crescent City Shopping Center Springing
152 Town Square Apartments None
153 Arbor I None
154 Summitwood Apartments None
157 San Vicente Shopping Center None
158 Las Brisas Apartments None
159 Malibu Court None
163 Canal Studios None
165 Liberty Place Professional Building None
166 Grant Square None
167 Post Oak Manor None
168 South Grand Apartments None
169 AAA Mini-Storage None
170 Welsh Gardens None
171 Wellwood Manor None
173 Creekside Mobile Home Park None
174 10 Parker Street None
175 38th Street Apartments Yes - Alfred H. Wolf, Jr. None
176 West Village II Ltd. None
177 The Janwood Apartments None
178 Apartments 22 None
179 West Village Ltd. None
180 Hillcrest Apartments None
181 East Wind Apartments None
182 University Village Apartments None
183 Minden Square Apartments None
184 Park Villa Apartments None
185 263 Genesee Street None
186 Rio Vista Apartments None
188 166 Jewett Avenue Yes - Jersey None
189 14 Kensington Avenue Yes - Jersey None
190 Zabriskie Arms Condominium Yes - Jersey None
<CAPTION>
MORTGAGE
LOAN MORTGAGE LOAN SELLER
NUMBER PROPERTY NAME LOAN ID
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
135 Chesterfield Commons Shopping Center 6029
136 714 Lexington Avenue 6056
139 Wayne Garden Apartments 5195
144 509 East Sixth Street 5306
147 Capri Villas Apartments 5290
148 Pine Meadows Apartments 5151
151 Crescent City Shopping Center 6020
152 Town Square Apartments 5209
153 Arbor I 5916
154 Summitwood Apartments 6047
157 San Vicente Shopping Center 5993
158 Las Brisas Apartments 5347
159 Malibu Court 5348
163 Canal Studios 5451
165 Liberty Place Professional Building 5973
166 Grant Square 5206
167 Post Oak Manor 5370
168 South Grand Apartments 5208
169 AAA Mini-Storage 6163
170 Welsh Gardens 5979
171 Wellwood Manor 5978
173 Creekside Mobile Home Park 5764
174 10 Parker Street 5619
175 38th Street Apartments 5291
176 West Village II Ltd. 5334
177 The Janwood Apartments 5344
178 Apartments 22 5205
179 West Village Ltd. 5336
180 Hillcrest Apartments 5243
181 East Wind Apartments 5873
182 University Village Apartments 5335
183 Minden Square Apartments 5748
184 Park Villa Apartments 5494
185 263 Genesee Street 5952
186 Rio Vista Apartments 5747
188 166 Jewett Avenue 5207
189 14 Kensington Avenue 5394
190 Zabriskie Arms Condominium 5395
</TABLE>
<PAGE>
EXHIBIT B
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
Except as set forth on the schedule of exceptions, the Seller hereby
represents and warrants to the Purchaser, with respect to each Mortgage Loan, as
of the Closing Date or such other date specified in the particular
representation and warranty, that:
(i) The information pertaining to such Mortgage Loan set forth
in the Mortgage Loan Schedule was true and correct in all material
respects as of the Cut-off Date.
(ii) If such Mortgage Loan was originated by the Seller or
another Affiliate of the Seller, then, as of the date of its
origination, such Mortgage Loan complied in all material respects with,
or was exempt from, all requirements of federal, state or local law
relating to the origination of such Mortgage Loan; and, if such
Mortgage Loan was not originated by the Seller or another Affiliate of
the Seller, then, to the best of the Seller's knowledge after having
performed the type of due diligence customarily performed by prudent
institutional commercial and multifamily mortgage lenders, as of the
date of its origination, such Mortgage Loan complied in all material
respects with, or was exempt from, all requirements of federal, state
or local law relating to the origination of such Mortgage Loan.
(iii) The Seller owns such Mortgage Loan, has good and
marketable title thereto, has full right and authority to sell, assign
and transfer such Mortgage Loan and is transferring such Mortgage Loan
free and clear of any and all liens, pledges, charges or security
interests of any nature encumbering such Mortgage Loan; no provision of
the Mortgage Note, Mortgage(s) or other loan documents relating to such
Mortgage Loan prohibits or restricts the Seller's right to assign or
transfer such Mortgage Loan; and the Seller has validly conveyed to the
Trustee a legal and beneficial interest in and to such Mortgage Loan
free and clear of any lien, claim or encumbrance of any nature.
(iv) The proceeds of such Mortgage Loan have been fully
disbursed and there is no requirement for future advances thereunder.
(v) Each of the related Mortgage Note, Mortgage(s),
Assignment(s) of Leases, if any, and other agreements executed in
connection therewith is the legal, valid and binding obligation of the
maker thereof (subject to the non-recourse provisions therein and any
state anti-deficiency legislation), enforceable in accordance with its
terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally, and by general principles
of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law), and a legal opinion to such effect was
obtained by the originator of such Mortgage Loan at the time of
origination; and the Mortgage Loan is non-recourse to the Mortgagor or
any other Person.
(vi) As of the date of its origination or, if such Mortgage
Loan is the Cherry Creek Mortgage Loan, Annapolis Mall Mortgage Loan or
Westfield Portfolio Mortgage Loan, as of the date of the execution of
the related Mortgage Note, there was no valid offset, defense,
counterclaim or right to rescission with respect to any of the
<PAGE>
related Mortgage Note, Mortgage(s) or other agreements executed in
connection therewith; and, as of the Cut-off Date, to the best of the
Seller's knowledge, there is no valid offset, defense, counterclaim or
right to rescission with respect to such Mortgage Note, Mortgage(s) or
other agreements; and, to the actual knowledge of the Seller, no such
claim has been asserted.
(vii) The assignment of the related Mortgage(s) and
Assignment(s) of Leases to the Trustee constitutes the legal, valid,
binding and enforceable assignment of such documents in accordance with
their respective terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting
the enforcement of creditors' rights generally, and by general
principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law).
(viii) Each related Mortgage is a valid and enforceable first
lien on the related Mortgaged Property and all buildings thereon and
fixtures thereto, which Mortgaged Property is free and clear of all
encumbrances and liens having priority over or on a parity with the
first lien of such Mortgage, except for (A) liens for real estate taxes
and special assessments not yet due and 30 days' delinquent, (B)
covenants, conditions and restrictions, rights of way, easements and
other matters of public record as of the date of recording of such
Mortgage, such exceptions appearing of record being customarily
acceptable to mortgage lending institutions generally or specifically
reflected in the appraisal (if any) of such Mortgaged Property made in
connection with the origination of such Mortgage Loan, and (C) other
matters to which like properties are commonly subject (the exceptions
set forth in the foregoing CLAUSES (A), (B) and (C) collectively,
"PERMITTED ENCUMBRANCES"); and such Permitted Encumbrances do not,
individually or in the aggregate, materially and adversely interfere
with the benefits of the security intended to be provided by such
Mortgage, materially and adversely interfere with the current use or
operation of the related Mortgaged Property or materially and adversely
affect the value or marketability of such Mortgaged Property or the
ability of the related Mortgagor to timely pay in full the principal
and interest on the related Mortgage Note. If the related Mortgaged
Property is operated as a nursing facility or a hospitality property,
the related Mortgage, together with any separate security agreement,
chattel mortgage or similar agreement and UCC financing statement, if
any, establishes and creates a first priority, perfected security
interest (subject only to any prior purchase money security interest),
to the extent such security interest can be perfected by the
recordation of a Mortgage or the filing of a UCC financing statement,
in all personal property owned by the Mortgagor that is used in, and is
reasonably necessary to, the operation of the related Mortgaged
Property.
(ix) The related Mortgage Loan Seller has filed and/or
recorded in all appropriate public filing and recording offices all
UCC-1 financing statements necessary to create and perfect a security
interest in and lien on the items of personal property described
therein (such description being consistent with the practices of
prudent commercial mortgage lenders), which personal property includes,
in the case of healthcare facilities and hotel properties, all
furniture, fixtures, equipment and other personal property located at
the subject Mortgaged Property that is owned by the related
-2-
<PAGE>
Mortgagor and necessary or material to the operation of the subject
Mortgaged Property (or, if not filed and/or recorded, the related
Mortgage Loan Seller has submitted such UCC-1 financing statements for
filing and/or recording and such UCC-1 financing statements are in form
and substance acceptable for filing and/or recording), to the extent
perfection may be effected pursuant to applicable law by recording or
filing.
(x) All taxes, governmental assessments, ground rents, water
charges or sewer rents that prior to the Cut-off Date became due and
owing in respect of, and materially affect, any related Mortgaged
Property have been paid, or an escrow of funds in an amount sufficient
to cover such payments has been established.
(xi) As of the date of its origination, there was no
proceeding pending for the total or partial condemnation of any related
Mortgaged Property that materially affects the value thereof, and each
such Mortgaged Property was free of material damage; and, as of the
Cut-off Date, to the actual knowledge of the Seller, there was no
pending proceeding for the total or partial condemnation of any related
Mortgaged Property that materially affects the value thereof, and such
Mortgaged Property is free of material damage.
(xii) Each related Mortgaged Property is covered by an ALTA
(or its equivalent) lender's title insurance policy issued by a
nationally recognized title insurance company, insuring that each
related Mortgage is a valid first lien on such Mortgaged Property in
the original principal amount of such Mortgage Loan after all advances
of principal, subject only to Permitted Encumbrances (which Permitted
Encumbrances do not, individually or in the aggregate, materially and
adversely interfere with the benefits of the security intended to be
provided by such Mortgage, materially and adversely interfere with the
current use or operation of the related Mortgaged Property or
materially or adversely affect the value or marketability of such
Mortgaged Property or the ability of the related Mortgagor to timely
pay in full the principal and interest on the related Mortgage Note),
or there is a binding commitment from a title insurer qualified and/or
licensed in the applicable jurisdiction, as required, to issue such
policy; such title insurance policy, if issued, is in full force and
effect, all premiums have been paid, is freely assignable and will
inure solely to the benefit of the Trustee as mortgagee of record, or
any such commitment is a legal, valid and binding obligation of such
insurer; no claims have been made under such title insurance policy, if
issued; and, to the best of the Seller's knowledge, no prior mortgagee
has done, by act or omission, anything that would materially impair the
coverage of any such title insurance policy; such policy or commitment
contains no exclusion for (or alternatively it insures, unless such
coverage is unavailable in the relevant jurisdiction) (A) access to a
public road, (B) that there is no material encroachment by any
improvements on the Mortgaged Property, and (C) that the area shown on
the survey materially conforms to the legal description of the
Mortgaged Property.
(xiii) As of the date of its origination and, to the best of
the Seller's knowledge, as of the Cut-off Date, all insurance required
under each related Mortgage, which was in full force and effect with
respect to each related Mortgaged Property; such insurance covered
(except where a Tenant under a Credit Lease is permitted to
-3-
<PAGE>
self-insure) such risks as were customarily acceptable to prudent
commercial and multifamily mortgage lending institutions lending on the
security of property comparable to the related Mortgaged Property in
the jurisdiction in which such Mortgaged Property is located, and
included (A) fire and extended perils insurance, in an amount (subject
to a customary deductible) at least equal to 100% of the full insurable
replacement cost of the improvements located on such Mortgaged Property
(except to the extent not permitted by applicable law and then in such
event in an amount at least equal to the initial principal balance of
such Mortgage Loan, or the portion thereof allocable to such Mortgaged
Property, together with an "agreed value endorsement"), (B) a business
interruption or rental loss insurance for a period of not less than 12
months, (C) comprehensive general liability insurance in an amount not
less than $1 million per occurrence, (D) workers' compensation
insurance (if the related Mortgagor has employees), and (E) if (1) such
Mortgage Loan is secured by a Mortgaged Property located in the State
of California or "seismic zones" 3 or 4 and (2) a seismic assessment
revealed a maximum probable or bounded loss in excess of 20% of the
amount of the estimated replacement cost of the improvements on such
Mortgaged Property earthquake insurance; the related insurance policies
provide that they may not be terminated or reduced without at least 10
days prior notice to the mortgagee and (other than those limited to
liability protection) name the mortgagee and its successors as loss
payee; no notice of termination or cancellation with respect to any
such insurance policy has been received by the Seller; all premiums
under any such insurance policy have been paid through the Cut-off
Date; all such insurance policies are required to be maintained with
insurance companies having "financial strength" or "claims paying
ability" ratings of at least "A:VIII" from A.M. Best Company or at
least "A-" (or equivalent) from a nationally recognized statistical
agency; and, except for certain amounts not greater than amounts which
would be considered prudent by an institutional commercial mortgage
lender with respect to a similar mortgage loan and which are set forth
in the related Mortgage or other loan documents relating to such
Mortgage Loan, any insurance proceeds will be applied either to the
repair or restoration of all or part of the related Mortgaged Property
or the reduction of the outstanding principal balance of such Mortgage
Loan.
(xiv) Other than payments due but not yet 30 days or more
delinquent, there is, to the actual knowledge of the Seller, (A) no
material default, breach, violation or event of acceleration existing
under the related Mortgage Note, the related Mortgage or other loan
documents relating to such Mortgage Loan, and (B) no event which, with
the passage of time or with notice and the expiration of any grace or
cure period, would constitute a material default, breach, violation or
event of acceleration under any of such documents; the Seller has not
waived any other material default, breach, violation or event of
acceleration under any of such documents; and under the terms of such
Mortgage Loan, no person or party other than the mortgagee may declare
an event of default or accelerate the related indebtedness under such
Mortgage Loan.
(xv) As of the Cut-off Date, such Mortgage Loan is not, and in
the prior 12 months (or since the date of origination if such Mortgage
Loan has been originated within the past 12 months), has not been, 30
days or more past due in respect of any Scheduled Payment.
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(xvi) Such Mortgage Loan accrues interest on an Actual/360
Basis or on a 30/360 Basis; and such Mortgage Loan accrues interest
(payable monthly in arrears) at a fixed rate of interest (except if
such Mortgage Loan is an ARD Mortgage Loan, in which case the accrual
rate for interest will increase after its Anticipated Repayment Date,
and except in connection with the occurrence of a default and the
accrual of default interest).
(xvii) Each related Mortgage or other loan document relating
to such Mortgage Loan does not provide for or permit, without the prior
written consent of the holder of the Mortgage Note, any related
Mortgaged Property to secure any other promissory note or obligation
(other than another Mortgage Loan in the Trust Fund or, if such
Mortgage Loan is part of a Loan Pair, the related Companion Loan).
(xviii) Such Mortgage Loan is or constitutes part of a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the
Code. Accordingly, either as of the date of origination or the Closing
Date, the fair market value of the real property securing such Mortgage
Loan was not less than 80% of the "adjusted issue price" (within the
meaning of the REMIC Provisions) of such Mortgage Loan. For purposes of
the preceding sentence, the fair market value of the real property
securing such Mortgage Loan was first reduced by the amount of any lien
on such real property that is senior to the lien that secures such
Mortgage Loan, and was further reduced by a proportionate amount of any
lien that is on a parity with the lien that secures such Mortgage Loan.
(xix) Prepayment Premiums and Yield Maintenance Charges
payable with respect to such Mortgage Loan, if any, constitute
"customary prepayment penalties" within the meaning of Treasury
Regulation Section 1.860G-1(b)(2).
(xx) One or more environmental site assessments were performed
by an environmental consulting firm independent of the Seller and the
Seller's Affiliates with respect to each related Mortgaged Property
during the 12-month period preceding the Cut-off Date, and the Seller,
having made no independent inquiry other than to review the report(s)
prepared in connection with the assessment(s) referenced herein, has no
knowledge of any material and adverse environmental condition or
circumstance affecting such Mortgaged Property that was not disclosed
in such report(s); all such environmental site assessments met ASTM
requirements; and none of the environmental reports reveal any
circumstances or conditions that are in violation of any applicable
environmental laws, or if such report does reveal such circumstances,
then (1) the same have been remediated in all material respects, (2)
sufficient funds have been escrowed for purposes of effecting such
remediation, (3) the related Mortgagor or other responsible party is
currently taking remedial or other appropriate action to address the
environmental issue consistent with the recommendations in such site
assessment, (4) the cost of the environmental issue relative to the
value of such Mortgaged Property was DE MINIMIS, or (5) environmental
insurance has been obtained.
(xxi) The related Mortgage Note, Mortgage(s), Assignment(s) of
Leases and other loan documents securing such Mortgage Loan, if any,
contain customary and enforceable provisions such as to render the
rights and remedies of the holder thereof adequate for the practical
realization against the related Mortgaged Property or Properties
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of the principal benefits of the security intended to be provided
thereby, including realization by judicial or, if applicable,
non-judicial foreclosure, subject to bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors'
rights generally as from time to time in effect, and to general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
(xxii) To the best of the Seller's knowledge, after due
inquiry, the related Mortgagor is not a debtor in, and the related
Mortgaged Property is not subject to, any bankruptcy, reorganization,
insolvency or comparable proceeding.
(xxiii) Such Mortgage Loan is secured by either a mortgage on
a fee simple interest or a leasehold estate in a commercial property or
multifamily property, including the related Mortgagor's interest in the
improvements on the related Mortgaged Property.
(xxiv) Such Mortgage Loan does not provide for negative
amortization unless such Mortgage Loan is an ARD Mortgage Loan, in
which case it may occur only after the Anticipated Repayment Date.
(xxv) Such Mortgage Loan is a whole loan, contains no equity
participation by the lender or shared appreciation feature and does not
provide for any contingent or additional interest in the form of
participation in the cash flow of the related Mortgaged Property.
(xxvi) The related Mortgage contains provisions for the
acceleration of the payment of the unpaid principal balance of such
Mortgage Loan if, without the prior written consent of the mortgagee or
Rating Agency confirmation that an Adverse Rating Event would not
occur, any related Mortgaged Property or interest therein, is directly
or indirectly encumbered in connection with subordinate financing; no
such consent has been granted by the Seller. To the Seller's knowledge,
no related Mortgaged Property is encumbered in connection with
subordinate financing.
(xxvii) Except with respect to transfers of certain
non-controlling interests in the related Mortgagor as specified in the
related Mortgage, and except with respect to one or more transfers of
the related Mortgaged Property to a person that satisfies certain
criteria (including criteria related to bankruptcy remoteness and
property management experience) specified in the related Mortgage
(which criteria is consistent with the practices of prudent commercial
mortgage lenders), each related Mortgage contains either (A) provisions
for the acceleration of the payment of the unpaid principal balance of
such Mortgage Loan if any related Mortgaged Property or interest
therein is directly or indirectly transferred or sold without the prior
written consent of the mortgagee, or (B) provisions for the
acceleration of the payment of the unpaid principal balance of such
Mortgage Loan if any related Mortgaged Property or interest therein is
directly or indirectly transferred or sold without the related
Mortgagor having satisfied certain conditions specified in the related
Mortgage with respect to permitted transfers (which conditions are
consistent with the practices of prudent commercial mortgage lenders).
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<PAGE>
(xxviii) Unless such Mortgage Loan is part of a Loan Pair,
such Mortgage Loan, together with any other Mortgage Loan made to the
same Mortgagor or to an Affiliate of such Mortgagor, does not represent
more than 5% of the aggregate Cut-off Date Balance of the Mortgage
Pool.
(xxix) Except as set forth in the related Mortgage File, the
terms of the related Mortgage Note, the related Mortgage(s) and any
related loan agreement and/or lock-box agreement have not been waived,
modified, altered, satisfied, impaired, canceled, subordinated or
rescinded in any manner, nor has any portion of a related Mortgaged
Property been released from the lien of the related Mortgage to an
extent, which in any such event materially interferes with the security
intended to be provided by such document or instrument.
(xxx) Unless such Mortgage Loan is a Credit Lease Loan, each
related Mortgaged Property was inspected by or on behalf of the related
originator during the six-month period prior to the related origination
date.
(xxxi) The terms of the related Mortgage Note, Mortgage(s) or
other loan document securing such Mortgage Loan do not provide for the
release of any material portion of the related Mortgaged Property from
the lien of such Mortgage without (A) payment in full of such Mortgage
Loan, (B) delivery of Defeasance Collateral in the form of U.S.
government securities or (C) delivery of substitute real property
collateral.
(xxxii) The related Mortgagor has covenanted in the Mortgage
Loan documents to maintain the related Mortgaged Property in compliance
with all applicable laws, zoning ordinances, rules, covenants and
restrictions affecting the construction, occupancy, use and operation
of such Mortgaged Property, and the related originator performed the
type of due diligence in connection with the origination of such
Mortgage Loan customarily performed by prudent institutional commercial
and multifamily mortgage lenders with respect to the foregoing matters;
the Seller has received no notice of any material violation of any
applicable laws, zoning ordinances, rules, covenants or restrictions
affecting the construction, occupancy, use or operation of such
Mortgaged Property; to the Seller's knowledge (based on surveys and/or
title insurance obtained in connection with the origination of such
Mortgage Loan), no improvement that was included for the purpose of
determining the appraised value of the related Mortgaged Property at
the time of origination of such Mortgage Loan lay outside the
boundaries and building restriction lines of such property to an extent
which would have a material adverse affect on the related Mortgagor's
use and operation of such Mortgaged Property (unless affirmatively
covered by the title insurance referred to in PARAGRAPH (xii) above),
and no improvements on adjoining properties encroached upon such
Mortgaged Property to any material extent.
(xxxiii) Unless such Mortgage Loan is a Credit Lease Loan, the
related Mortgagor has covenanted in the Mortgage Loan documents to
deliver each year to the mortgagee quarterly and/or annual operating
statements and rent rolls of each related Mortgaged Property.
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<PAGE>
(xxxiv) If such Mortgage Loan has a Cut-off Date Balance in
excess of $25 million, the related Mortgagor is obligated by its
organizational documents and/or the related Mortgage Loan documents to
be a Single Purpose Entity for so long as such Mortgage Loan is
outstanding; and if such Mortgage Loan has a Cut-off Date Balance less
than $25 million, the related Mortgagor is obligated by its
organizational documents and/or the related Mortgage Loan documents to
own the related Mortgaged Property and no other material assets, except
such as are incidental to the ownership of such Mortgaged Property for
so long as such Mortgage Loan is outstanding.
(xxxv) No advance of funds has been made, directly or
indirectly, by the originator or the Seller to the related Mortgagor
other than pursuant to the related Mortgage Note; and no funds have
been received from any person other than such Mortgagor for or on
account of payments due on the related Mortgage Note.
(xxxvi) To the Seller's actual knowledge, there are no pending
actions, suits or proceedings by or before any court or governmental
authority against or affecting the related Mortgagor or any related
Mortgaged Property that, if determined adversely to such Mortgagor or
Mortgaged Property, would materially and adversely affect the value of
such Mortgaged Property or the ability of such Mortgagor to pay
principal, interest or any other amounts due under such Mortgage Loan.
(xxxvii) Such Mortgage Loan complied with or was exempt from
all applicable usury laws in effect at its date of origination.
(xxxviii) To the extent required under applicable law as of
the Closing Date, the originator of such Mortgage Loan was authorized
to do business in each jurisdiction in which a related Mortgaged
Property is located at all times when it held such Mortgage Loan to the
extent necessary to ensure the enforceability of such Mortgage Loan.
(xxxix) If the related Mortgage is a deed of trust, a trustee,
duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and no fees and expenses
are payable to such trustee except in connection with a trustee sale of
the Mortgaged Property following a default or in connection with the
release of liens securing such Mortgage Loan.
(xl) Unless such Mortgage Loan is part of a Loan Pair, the
related Mortgage Note is not, to the Seller's knowledge, secured by any
collateral that secures a mortgage loan that is not in the Trust Fund;
if such Mortgage Loan is cross-collateralized, it is
cross-collateralized only with other Mortgage Loans in the Trust Fund;
and the security interest/lien on each item of collateral for such
Mortgage Loan has been assigned to the Trustee.
(xli) None of the improvements on any related Mortgaged
Property are located in a flood hazard area as defined by the Federal
Insurance Administration or, if they are, they are covered by flood
hazard insurance.
(xlii) Unless such Mortgage Loan is a Credit Lease Loan, one
or more engineering assessments were performed by an Independent
engineering consulting firm
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<PAGE>
on behalf of the Seller or one of its Affiliates with respect to each
related Mortgaged Property during the 12-month period preceding the
Cut-off Date, and the Seller, having made no independent inquiry other
than to review the report(s) prepared in connection with the
assessment(s) referenced herein, does not have any knowledge of any
material and adverse engineering condition or circumstance affecting
such Mortgaged Property that was not disclosed in such report(s); and,
to the extent such assessments revealed deficiencies, deferred
maintenance or similar conditions, either (A) the estimated cost has
been escrowed, (B) repairs have been made or (C) the scope of the
deferred maintenance relative to the value of such Mortgaged Property
was DE MINIMIS.
(xliii) All escrow deposits and payments relating to such
Mortgage Loan are under control of the Seller or the servicer of such
Mortgage Loan and all amounts required as of the date hereof under the
related Mortgage Loan documents to be deposited by the related
Mortgagor have been deposited.
(xliv) The related Mortgagor has represented to the Seller
that, and to the actual knowledge of the Seller, as of the date of
origination of such Mortgage Loan, such Mortgagor, the related lessee,
franchisor or operator was in possession of all licenses, permits and
authorizations then required for use of the related Mortgaged Property,
which were valid and in full force and effect.
(xlv) The origination, servicing and collection practices used
by the Seller or any prior holder of the Mortgage Note have been in all
respects legal and have met customary industry standards.
(xlvi) Such Mortgage Loan is secured in whole or in material
part by a fee simple interest.
(xlvii) If such Mortgage Loan is secured in whole or in
material part by the interest of the related Mortgagor as a lessee
under a Ground Lease but not by the related fee interest, then:
(A) such Ground Lease or a memorandum thereof
has been or will be duly recorded and such
Ground Lease permits the interest of the
lessee thereunder to be encumbered by the
related Mortgage or, if consent of the
lessor thereunder is required, it has been
obtained prior to the Closing Date;
(B) upon the foreclosure of such Mortgage Loan
(or acceptance of a deed in lieu thereof),
the Mortgagor's interest in such Ground
Lease is assignable to the Trustee without
the consent of the lessor thereunder (or, if
any such consent is required, it has been
obtained prior to the Closing Date) and, in
the event that it is so assigned, is further
assignable by the Trustee and its successors
without a need to obtain the consent of such
lessor (or, if any such consent is required,
it has been obtained prior to the Closing
Date);
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<PAGE>
(C) such Ground Lease may not be amended or
modified without the prior written consent
of the mortgagee under such Mortgage Loan
and any such action without such consent is
not binding on such mortgagee, its
successors or assigns;
(D) unless otherwise set forth in such Ground
Lease, such Ground Lease does not permit any
increase in the amount of rent payable by
the ground lessee thereunder during the term
of such Mortgage Loan;
(E) such Ground Lease was in full force and
effect as of the date of origination of the
related Mortgage Loan, and to the actual
knowledge of the Seller, at the Closing
Date, such Ground Lease is in full force and
effect; to the actual knowledge of the
Seller, except for payments due but not yet
30 days or more delinquent, (1) there is no
material default under such Ground Lease,
and (2) there is no event which, with the
passage of time or with notice and the
expiration of any grace or cure period,
would constitute a material default under
such Ground Lease;
(F) such Ground Lease, or an estoppel or consent
letter received by the mortgagee under such
Mortgage Loan from the lessor, requires the
lessor thereunder to give notice of any
default by the lessee to such mortgagee; and
such Ground Lease, or an estoppel or consent
letter received by the mortgagee under such
Mortgage Loan from the lessor, further
provides either (1) that no notice of
termination given under such Ground Lease is
effective against such mortgagee unless a
copy has been delivered to the mortgagee in
the manner described in such Ground Lease,
estoppel or consent letter or (2) that upon
any termination of such Ground Lease the
lessor will enter into a new lease with such
mortgagee;
(G) the ground lessee's interest in such Ground
Lease is not subject to any liens or
encumbrances superior to, or of equal
priority with, the related Mortgage, other
than the related ground lessor's related fee
interest and any exceptions stated in the
related title insurance policy or opinion of
title, which exceptions do not and will not
materially and adversely interfere with (1)
the ability of the related Mortgagor timely
to pay in full the principal and interest on
the related Mortgage Note, (2) the current
use of such Mortgaged Property, or (3) the
value of the Mortgaged Property;
(H) the mortgagee under such Mortgage Loan is
permitted a reasonable opportunity to cure
any curable default under such Ground Lease
before the lessor thereunder may terminate
or cancel such Ground Lease;
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<PAGE>
(I) such Ground Lease has an original term
(together with any extension options,
whether or not currently exercised, set
forth therein) that extends not less than 10
years beyond the Stated Maturity Date of the
related Mortgage Loan;
(J) under the terms of such Ground Lease, any
estoppel or consent letter received by the
mortgagee under such Mortgage Loan from the
lessor and the related Mortgage, taken
together, any related insurance proceeds or
condemnation proceeds will be applied either
to the repair or restoration of all or part
of the related Mortgaged Property, with such
mortgagee or a trustee appointed by it
having the right to hold and disburse such
proceeds as the repair or restoration
progresses, or to the payment of the
outstanding principal balance of such
Mortgage Loan, together with any accrued
interest thereon;
(K) such Ground Lease does not impose any
restrictions on use which would be viewed as
commercially unreasonable by a prudent
commercial mortgage lender;
(L) upon the request of the mortgagee under such
Mortgage Loan, the ground lessor under such
Ground Lease is required to enter into a new
lease upon termination of the Ground Lease
as a result of the rejection thereof by the
related Mortgagor in bankruptcy; and
(M) the terms of the related Ground Lease have
not been waived, modified, altered,
satisfied, impaired, canceled, subordinated
or rescinded in any manner which materially
interferes with the security intended to be
provided by such Mortgage.
(xlviii) If such Mortgage Loan is secured in whole or in part
by the interest of the related Mortgagor under a Ground Lease and by
the related fee interest, then (A) such fee interest is subject, and
subordinated of record, to the related Mortgage, (B) the related
Mortgage does not by its terms provide that it will be subordinated to
the lien of any other mortgage or other lien upon such fee interest,
and (C) upon occurrence of a default under the terms of the related
Mortgage by the related Mortgagor, the mortgagee under such Mortgage
Loan has the right to foreclose upon or otherwise exercise its rights
with respect to such fee interest.
(xlix) Each related Mortgaged Property constitutes one or more
complete separate tax lots or is subject to an endorsement under the
related title insurance policy; and each related Mortgaged Property is
served by a public water system, a public sewer (or, alternatively, a
septic) system, and other customary public utility facilities.
(l) (1) If such Mortgage Loan is a Defeasance Loan, the
related Mortgage Loan documents require the related Mortgagor to pay
all costs associated with the defeasance thereof, and either: (A)
require the prior written consent of, and compliance
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<PAGE>
with the conditions set by, the holder of such Mortgage Loan for
defeasance, (B) require that (1) defeasance may not occur prior to the
second anniversary of the Closing Date, (2) the Defeasance Collateral
be sufficient to make all scheduled payments under the related Mortgage
Note when due (assuming for each ARD Mortgage Loan that it matures on
its Anticipated Repayment Date) or, in the case of a partial defeasance
that effects the release of a portion of the related Mortgaged
Property, to make all scheduled payments under the related Mortgage
Note on that part of such Mortgage Loan equal to 125% of the allocated
loan amount of the portion of the Mortgaged Property being released (3)
an independent accounting firm certify that the Defeasance Collateral
is sufficient to make such payments, (4) the Mortgage Loan be assumed
by a Single-Purpose Entity designated by the holder of such Mortgage
Loan, and (5) counsel provide an opinion letter to the effect that the
Trustee has a perfected security interest in such Defeasance Collateral
prior to any other claim or interest, or (C) provide that the
defeasance of such Mortgage Loan is subject to rating confirmation by
the Rating Agencies.
(li) No Person has been granted or conveyed the right to
service such Mortgage Loan or receive any consideration in connection
therewith except as contemplated in this Agreement.
(lii) To the Seller's knowledge, (A) the related Mortgaged
Property is free and clear of any and all mechanics' and materialmen's
liens that are not bonded or escrowed for, and (B) no rights are
outstanding that under law could give rise to any such lien that would
be prior or equal to the lien of the related Mortgage. The Seller has
not received actual notice with respect to such Mortgage Loan that any
mechanics' and materialmen's liens have encumbered such Mortgaged
Property since origination that have not been released, bonded or
escrowed for.
(liii) The Due Date for each Mortgage Loan is scheduled to be
the first day, the first business day, the sixth day or the eleventh
day of the month.
(liv) Subject only to Permitted Encumbrances (which Permitted
Encumbrances do not, individually or in the aggregate, materially and
adversely interfere with the benefits of the security intended to be
provided by the related Mortgage, materially and adversely interfere
with the current use or operation of the related Mortgaged Property or
materially and adversely affect the value or marketability of such
Mortgaged Property or the ability of the related Mortgagor to timely
pay in full the principal and interest on the related Mortgage Note),
the related Assignment of Leases set forth in or separate from the
related Mortgage and delivered in connection with such Mortgage Loan
establishes and creates a valid and, subject only to the exceptions in
PARAGRAPH (vii) above, enforceable first priority lien and first
priority security interest in the related Mortgagor's interest in all
leases, subleases, licenses or other agreements pursuant to which any
Person is entitled to occupy, use or possess all or any portion of the
Mortgaged Property subject to the related Mortgage, and each assignor
thereunder has the full right to assign the same.
(lv) To the Seller's knowledge, the related Mortgagor is a
Person formed or incorporated in a jurisdiction within the United
States.
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<PAGE>
(lvi) If such Mortgage Loan is a Credit Lease Loan, then:
(A) the lease payments due under the related
Credit Lease, together with any escrow
payments held by the Seller or its designee,
are equal to or greater than the payments
due with respect to the related Mortgage
Loan (or an escrow has been established to
cover the difference);
(B) the related Mortgagor does not have monetary
obligations under the related Credit Lease,
and every monetary obligation associated
with managing, owning, developing and
operating the leased property, including,
but not limited to, the costs associated
with utilities, taxes, insurance,
maintenance and repairs is an obligation of
the related Tenant, except for those
monetary obligations that have been reserved
for;
(C) the related Mortgagor does not have any
material nonmonetary obligations under the
related Credit Lease, except for the
delivery of possession of the leased
property;
(D) the related Mortgagor has not made any
representation or warranty in the related
Credit Lease, a breach of which would result
in the termination of, or an offset or
abatement with respect to rent under, such
Credit Lease;
(E) the related Tenant cannot terminate or abate
rental payments under the related Credit
Lease for any reason prior to the payment in
full of: (1) the principal balance of the
related Mortgage Loan; (2) all accrued and
unpaid interest on such Mortgage Loan; and
(3) any other sums due and payable under
such Mortgage Loan, as of the termination
date, which date is a rent payment date,
except for a material default by the related
Mortgagor under such Credit Lease or due to
a casualty or condemnation event, in which
case, a Lease Enhancement Policy insures
against each such risk;
(F) in the event the related Tenant assigns or
sublets the related leased property, such
Tenant (and if applicable, the related
guarantor) remains obligated under the
related Credit Lease;
(G) the related Tenant has agreed to indemnify
the Mortgagor from any claims of any nature
other than the acts or omissions of the
related Mortgagor, (1) to which the related
Mortgagor is subject because of such
Mortgagor's estate in the leased property,
or (2) arising from (I) injury to or death
of any person or damage to or loss of
property on the leased property or connected
with the use, condition or occupancy of the
leased property, (II) the related
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<PAGE>
Tenant's violation of the related Credit
Lease, or (III) any act or omission of the
related Tenant;
(H) the related Tenant has agreed to indemnify
the related Mortgagor from any claims of any
nature arising as a result of any hazardous
material affecting the leased property and
due to such Tenant's use of the leased
property;
(I) in the event the related Credit Lease is
accompanied by a guaranty from a Rated
Party, such guaranty is legal, valid and
binding against such Rated Party, and such
Rated Party has also executed or
acknowledged in writing, with respect to the
related Mortgage, a subordination and
non-disturbance agreement; such guaranty is
unconditional, irrevocable and absolute,
without any right of offset, counterclaim or
defense; such guaranty provides that it is a
guaranty of both the performance and payment
of the financial obligations of the related
Tenant, and not only of collection; and such
guaranty may not be amended or released
without the consent of the mortgagee under
such Credit Lease Loan;
(J) if such Credit Lease Loan shall not be fully
amortized by the expiration of the related
Credit Lease, such Credit Lease Loan has the
benefit of a Residual Value Insurance Policy
or a Lease Enhancement Policy;
(K) if such Credit Lease Loan has the benefit of
a Residual Value Insurance Policy or a Lease
Enhancement Policy, such policy has been
obtained and is in effect, and unless the
related Credit Lease is a bond-type lease,
the required premiums have been paid; and
each such related Lease Enhancement Policy
and Residual Value Insurance Policy is
non-cancelable (subject to customary
exceptions); such Credit Lease Loan and the
insurance company providing such policy are
identified herein; such policy designates
the mortgagee and its successors and assigns
as loss payee, with all claims payable
thereto; payment under such policy is
required to be made within 15 days of a
valid claim; and the insured amount payable
under such policy will be no less than the
outstanding principal balance of such Credit
Lease Loan at the time a claim is made, plus
accrued interest;
(L) any information set forth herein with
respect to any guarantor of the Tenant's
obligations under the related Credit Lease,
is accurate in all material respects;
(M) to the best of the Seller's knowledge, no
default by the related Mortgagor or Tenant
has occurred under the related Credit Lease,
and, to the Seller's actual knowledge, there
is no existing condition
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<PAGE>
which, but for the passage of time or the
giving of notice, or both, would result in a
default under the terms of such Credit
Lease;
(N) the related Credit Lease is in full force
and effect, and is a legal, valid, binding
and (subject to the exceptions set forth in
PARAGRAPH (vii) above) enforceable agreement
of the related Tenant;
(O) no Person owns any interest in any payments
due under the related Credit Lease other
than the related Mortgagor and the Seller
(which interest is being conveyed
hereunder);
(P) the related Tenant has agreed to notify the
mortgagee under such Credit Lease Loan of
any default under the related Credit Lease
and to provide such mortgagee with
additional time and opportunity to cure;
(Q) such Credit Lease Loan provides that the
related Credit Lease cannot be modified
without the consent of the mortgagee
thereunder;
(R) to the best of the Seller's knowledge, there
is no right of rescission, offset,
abatement, diminution, defense or
counterclaim to the related Credit Lease,
nor will the operation of any of the terms
of such Credit Lease, or the exercise of any
rights thereunder, render such Credit Lease
unenforceable, in whole or in part, or
subject to any right of rescission, offset,
abatement, diminution, defense or
counterclaim;
(S) the related Tenant is required under such
Credit Lease Loan to make all rental
payments directly to the mortgagee, its
successors and assigns;
(T) the related Credit Lease contains customary
and (subject to the exceptions set forth in
paragraph (vii) above) enforceable
provisions which render the rights and
remedies of the lessor thereunder adequate
for the enforcement and satisfaction of the
lessor's rights thereunder;
(U) the related Credit Lease has an original
term ending on or after the final maturity
of such Credit Lease Loan.
(V) the related Mortgaged Property is not
subject to any lease other than the related
Credit Lease, and the related Credit Tenant
occupies the entire space;
(W) a permanent certificate of occupancy has
been issued in respect of the related
Mortgaged Property and the related Credit
Tenant has commenced lease payments; and
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<PAGE>
(X) the related Credit Tenant has delivered an
estoppel verifying the rents and terms of
the related Credit Lease, acknowledging that
no rent has been paid in advance and
agreeing to attorn to the mortgagee.
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<PAGE>
EXCEPTIONS TO THE MORTGAGE LOAN REPRESENTATIONS
<TABLE>
<CAPTION>
REP. LOAN NAME LOAN # EXCEPTIONS
<S> <C> <C> <C>
xx Pine Meadows Apartments 135 The environmental site assessment was performed
during the 15-month period preceding the Cut-off
Date.
xxvi Pinewood Chase Apartments 12 A mezzanine loan was made to affiliates of the
Borrower in the amount of $1,000,000
xxviii Eagle Rock 13 The Mortgage Loan, when aggregated with Mortgage
Loans made to an Affiliate of such Mortgagor,
represents more than 5% of the aggregate Cut-off
Date Balance of the Mortgage Pool.
xxx Bernard Court 62 The property was inspected during the 12 month
period prior to origination.
xxx West Pointe Shopping Center 79 The property was inspected during the 12 month
period prior to origination.
xxx Plaza Building 86 The property was inspected during the 12 month
period prior to origination.
xlvi Cherry Creek Mall 1 The property is primarily secured by a leasehold
interest.
xlvi Deposit Guaranty - Building 23 The property is partially secured by a leasehold
interest.
xlvi GSE Building 71 The property is primarily secured by a leasehold
interest.
xlvii(B) Cherry Creek Mall 1 The ground lessor has certain notice and cure rights
prior to foreclosure.
xlvii(L) GSE Building 71 The ground lease is silent regarding this issue.
xlix Westlake Office Building 67 The property does not constitute a separate tax lot,
however the lender collects taxes for the other
parcel.
xlix Four Seasons Business Park 80 The property does not constitute a separate tax lot,
however the loan documents provide for the escrow of
taxes for the other parcel.
</TABLE>
