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MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement, dated as of December 14, 2000 (the
"Agreement"), between UBS Warburg Real Estate Investments Inc. (together with
its successors and permitted assigns hereunder, the "Seller"), UBS Principal
Finance LLC, a Delaware limited liability company, as an additional party
responsible for the Seller's obligations hereunder (in such capacity, together
with it successors and permitted assigns hereunder, the "Additional Party") 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 December
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, as in effect on the Closing Date.
The Purchaser has entered into an Underwriting Agreement (the "Underwriting
Agreement"), dated as of the date hereof, with Lehman Brothers Inc. ("Lehman"),
UBS Warburg LLC ("UBSW") and Deutsche Bank Securities Inc. (collectively in such
capacity, 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"). The Purchaser has
also entered into a Certificate Purchase Agreement (the "Certificate Purchase
Agreement"), dated as of the date hereof, with Lehman and UBSW (together in such
capacity, the "Placement Agents"), whereby the Purchaser will sell to the
Placement Agents all of the remaining Certificates (other than the Residual
Interest Certificates).
In connection with the transactions contemplated hereby, the Seller, UBS
(USA), Inc. (the "Co-Indemnitor"), the Purchaser, the Underwriters and the
Placement Agents 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")
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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
$528,429,818.31 (the "Initial Pool Balance") as of the close of business on
December 11, 2000 (the "Cut-off Date"), after giving effect to any and all
payments of principal due thereon on or before such date, whether or not
received. The purchase and sale of the Mortgage Loans shall take place on
December 21, 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 106.82986% 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 52.992% 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) On or before the Closing Date, the Seller shall, on behalf of the
initial 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) The Seller shall, through an Independent third party (the
"Recording/Filing Agent") retained by it, as and when provided in the Pooling
and Servicing Agreement, cause 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, to 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
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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 Trustee (or,
if the Mortgage Loan is then no longer subject to the Pooling and Servicing
Agreement, to the then holder of such Mortgage Loan). The Seller shall bear the
reasonable out-of-pocket costs and expenses of all such recording and filing,
including, without limitation, the fees of the Recording/Filing Agent.
(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 and that are
reasonably necessary for the servicing of the Mortgage Loans or otherwise
reasonably requested by the Master Servicer in connection with its duties under
the Pooling and Servicing Agreement, 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 and a statement indicating which Escrow Payments
and Reserve Funds are allocable to each Mortgage Loan, 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).
(f) After the Seller's transfer of the Mortgage Loans to the Purchaser, as
provided herein, the Seller shall not take any action inconsistent with the
Purchaser's ownership of the Mortgage Loans. Except for actions that are the
express responsibility of another party hereunder or under the Pooling and
Servicing Agreement, and further except for actions that the Seller is expressly
permitted to complete subsequent to the Closing Date, the Seller shall, on or
before the Closing Date, take all actions required under applicable law to
effectuate the transfer of the Mortgage Loans by the Seller to the Purchaser.
SECTION 3. Representations, Warranties and Covenants of Seller and Additional
Party.
(a) Each of the Seller and the Additional Party (each, for purposes of this
Section 3(a), a "Representing Party") hereby represent and warrant to and
covenant with the Purchaser, as of the date hereof, that:
(i) The Representing Party is duly organized or formed, as the case
may be, validly existing and in good standing as a legal entity 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 Representing Party and, assuming due authorization,
execution and delivery hereof by the Purchaser, constitutes a legal, valid
and binding obligation of the Representing Party, enforceable against the
Representing Party 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 Representing
Party and the Representing Party performance and compliance with the terms
of this
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Agreement will not (A) violate the Representing Party'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 Representing Party is a party or
by which the Representing Party is bound.
(iv) The Representing Party 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 Representing Party's
reasonable and good faith judgment, materially and adversely affect the
condition (financial or other) or operations of the Representing Party or
its properties or have consequences that would materially and adversely
affect its performance hereunder.
(v) The Representing Party 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 Representing
Party's reasonable and good faith judgment, materially and adversely affect
the ability of the Representing Party to perform its obligations under this
Agreement or that requires the consent of any third person to the execution
and delivery of this Agreement by the Representing Party or the performance
by the Representing Party of its obligations under this Agreement.
(vi) Except for the recordation and/or filing of assignments and other
transfer documents with respect to the Mortgage Loans, as contemplated by
Section 2(d), 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 Representing
Party of or compliance by the Representing Party 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 Representing
Party's knowledge, threatened against the Representing Party that would, in
the Representing Party good faith and reasonable judgment, prohibit its
entering into this Agreement or materially and adversely affect the
performance by the Representing Party of its obligations under this
Agreement.
(viii) No proceedings looking toward merger, liquidation, dissolution
or bankruptcy of the Representing Party are pending or contemplated.
In addition, the Seller hereby further represents and warrants to, and
covenants with, the Purchaser, as of the date hereof, that:
(i) 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 provided herein, as a sale of the
Mortgage Loans to the Purchaser in
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exchange for the consideration specified in Section 1 hereof. In connection
with the foregoing, the Seller shall cause all of its records to reflect
such transfer as a sale (as opposed to a secured loan). The consideration
received by the Seller upon the sale of the Mortgage Loans to the Purchaser
will constitute at least 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. After giving effect to its transfer of the Mortgage Loans to
the Purchaser, as provided herein, the value of the Seller's assets, either
taken at their present fair saleable value or at fair valuation, will
exceed the amount of the Seller's debts and obligations, including
contingent and unliquidated debts and obligations of the Seller, and the
Seller will not be left with unreasonably small assets or capital with
which to engage in and conduct its business. The Mortgage Loans do not
constitute all or substantially all of the assets of the Seller. The Seller
does not intend to, and does not believe that it will, incur debts or
obligations beyond its ability to pay such debts and obligations as they
mature.
(ii) 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.
(iii) 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.
(iv) 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 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.
(v) 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
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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.
(vi) 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.
(vii) 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.
(viii) 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.
(ix) The Seller is a United States Tax Person and is not a
Disqualified Organization.
(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.
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 and the Additional Party 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.
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(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 and the Additional Party, 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 provided herein, as a sale of the Mortgage Loans to the Purchaser in
exchange for the consideration specified in Section 1 hereof.
SECTION 5. Notice of Breach; Cure; Repurchase.
(a) If the Seller or the Additional Party 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 such Mortgage Loan (in which case any
such Document Defect or Breach would be a "Material Document Defect" or a
"Material Breach", as the case may be), then (subject to Section 5(b)) the
Seller shall within, 90 days after its discovery or receipt of notice of such
Material Document Defect or Material Breach (such 90-day period, the "Initial
Resolution Period") (or, in the case of a Material Document Defect or Material
Breach that affects whether a Mortgage Loan was, is or will continue to be a
"qualified mortgage" within the meaning of the REMIC Provisions, not later than
90 days of any party discovering such Material Document Defect or Material
Breach), (i) cure such Material Document Defect or Material Breach, as the case
may be, in all material respects, which cure 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 that if (i) any such Material Breach or
Material Document Defect,
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as the case may be, does not affect whether the Mortgage Loan was, is or will
continue to be a "qualified mortgage" within the meaning of Section 860G(a)(3)
of the Code (a "Qualified Mortgage"), (ii) such Material Breach or Material
Document Defect, as the case may be, is capable of being cured but not within
the applicable Initial Resolution Period, (iii) the Seller has commenced and is
diligently proceeding with the cure of such Material Breach or Material Document
Defect, as the case may be, within the applicable Initial Resolution Period, and
(iv) the Seller shall have delivered to the Purchaser a certification executed
on behalf of the Seller by an officer thereof confirming that such Material
Breach or Material Document Defect, as the case may be, is not capable of being
cured within the applicable Initial Resolution Period, setting forth what
actions the Seller is pursuing in connection with the cure thereof and stating
that the Seller anticipates that such Material Breach or Material Document
Defect, as the case may be, will be cured within an additional period not to
exceed 90 days beyond the end of the applicable Initial Resolution Period, then
the Seller shall have such additional 90-day period (the "Resolution Extension
Period") to complete such cure or, failing such, to repurchase the affected
Mortgage Loan (or the related Mortgaged Property). Any such repurchase of a
Mortgage Loan shall be on a whole loan, servicing released basis. The Seller and
the Additional Party shall have no obligation to monitor the Mortgage Loans
regarding the existence of a Breach or Document Defect, but if the Seller or the
Additional Party discovers a Material Breach or Material Document Defect with
respect to a Mortgage Loan, it will notify the Purchaser. Notwithstanding
anything herein to the contrary, if a Mortgage Loan is not secured by a
hospitality or healthcare property, then failure to file a UCC Financing
Statement covering the Borrower's personalty at such Mortgaged Property would
not be a Material Document Defect.
In connection with any repurchase of the Loan REMIC Mortgage Loan (as
defined in Section 6 hereof) pursuant to this Section 5(a), the Purchaser shall
effect, and the Seller shall pay all reasonable costs and expenses, including
the costs of any opinions of counsel under the Pooling and Servicing Agreement,
relating to, a "qualified liquidation" of the Loan REMIC in accordance with the
REMIC Provisions.
(b) If one or more (but not all) of the Mortgage Loans constituting a
Cross-Collateralized Group are to be repurchased by the Seller as contemplated
by Section 5(a), then, prior to the subject repurchase, the Purchaser or its
designee shall use reasonable efforts, subject to the terms of the related
Mortgage Loans, to prepare and, to the extent necessary and appropriate, have
executed by the related Mortgagor and record, such documentation as may be
necessary to terminate the cross-collateralization between the Mortgage Loans in
such Cross-Collateralized Group that are to be repurchased, on the one hand, and
the remaining Mortgage Loans therein, on the other hand, such that those two
groups of Mortgage Loans are each secured only by the Mortgaged Properties
identified in the Mortgage Loan Schedule as directly corresponding thereto;
provided that, if such Cross-Collateralized Group is still subject to the
Pooling and Servicing Agreement, then no such termination shall be effected
unless and until (i) the Purchaser or its designee has received from the Seller
(A) an Opinion of Counsel to the effect that such termination will not cause an
Adverse REMIC Event to occur with respect to any REMIC Pool or an Adverse
Grantor Trust Event with respect to the Grantor Trust Pool and (B) written
confirmation from each Rating Agency that such termination will not cause an
Adverse Rating Event to occur with respect to any Class of Certificates and (ii)
the Controlling Class Representative has consented (which consent shall not be
unreasonably withheld); and provided, further, that the Seller may, at its
option, purchase the entire Cross-Collateralized
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Group in lieu of terminating the cross-collateralization. All costs and expenses
incurred by the Purchaser or its designee pursuant to this paragraph shall be
included in the calculation of Purchase Price for the Mortgage Loan(s) to be
repurchased. If the cross-collateralization of any Cross-Collateralized Group
cannot be terminated as contemplated by this paragraph, then, for purposes of
(i) determining whether any Breach or Document Defect, as the case may be,
materially and adversely affects the interests of the Purchaser in any Mortgage
Loan, and (ii) the application of remedies, such Cross-Collateralized Group
shall be treated as a single Mortgage Loan.
It shall be a condition to any repurchase of a Mortgage Loan by the Seller
pursuant to Section 5(a) that the Purchaser shall have executed and delivered
such instruments of transfer or assignment then presented to it by the Seller,
in each case without recourse, as shall be necessary to vest in the Seller the
legal and beneficial ownership of such Mortgage Loan (including any property
acquired in respect thereof or proceeds of any insurance policy with respect
thereto), to the extent that such ownership interest was transferred to the
Purchaser hereunder. If any Mortgage Loan is to be repurchased as contemplated
by Section 5(a), the Seller shall amend the Mortgage Loan Schedule to reflect
the removal of such Mortgage Loan and shall forward such amended schedule to the
Purchaser.
(c) It is understood and agreed that the obligations of the Seller set
forth in Section 5(a) to cure any Material Breach or Material Document Defect or
to repurchase such Mortgage Loan, constitute the sole remedies available to the
Purchaser with respect to any Breach or Document Defect.
SECTION 6. Repurchase of Loan REMIC Mortgage Loan. If the Purchaser or the
Master Servicer notify the Seller or the Additional Party that the borrower
under the Mortgage Loan secured by the Mortgaged Property identified on the
Mortgage Loan Schedule as Rite Aid - St. Johnsbury (the "Loan REMIC Mortgage
Loan") intends to defease that Mortgage Loan prior to the second anniversary of
the initial issuance of the Certificates, the Seller shall promptly repurchase
such Mortgage Loan prior to its being defeased by the subject borrower at the
related Purchase Price in accordance with the directions of the Master Servicer
(the date of such repurchase, the "Rite Aid Repurchase Date"). In connection
with any such repurchase, the Seller shall pay to the Purchaser, together with
the Purchase Price, the Rite Aid Yield Maintenance Premium (as defined below).
Upon the repurchase of the Loan REMIC Mortgage Loan pursuant to this Section 6,
the Purchaser shall effect, and the Seller shall pay all reasonable costs and
expenses, including the costs of any opinions of counsel under the Pooling and
Servicing Agreement, relating to, a "qualified liquidation" of the Loan REMIC in
accordance with the REMIC Provisions.
The "Rite Aid Yield Maintenance Premium" means an amount equal to the sum
of the present value as of the Rite Aid Repurchase Date of the Calculated
Payments (as defined below) from the Rite Aid Repurchase Date through the
maturity date of the Loan REMIC Mortgage Loan (the "Rite Aid Maturity Date")
determined by discounting such payments at the Discount Rate. As used in the
preceding sentence, the term "Calculated Payments" means the monthly payments of
interest which would be due based on the principal amount of the Loan REMIC
Mortgage Loan on the Rite Aid Repurchase Date and assuming an interest rate per
annum equal to the difference (if such difference is greater than zero) between
(x) the interest
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rate borne by the Loan REMIC Mortgage Loan and (y) the Yield Maintenance
Treasury Rate (as defined below). As used in the preceding sentence, the term
"Discount Rate" means the rate which, when compounded monthly, is equivalent to
the Yield Maintenance Treasury Rate (as defined below), when compounded
semi-annually. As used in the preceding sentence, the term "Yield Maintenance
Treasury Rate" means the yield calculated by the linear interpolation of the
yields, as reported in the Federal Reserve Statistical Release H.15-Selected
Interest Rates under the heading U.S. Government Securities/Treasury Constant
Maturities for the week ending prior to the Rite Aid Repurchase Date, of U.S.
Treasury constant maturities with maturity dates (one longer or one shorter)
most nearly approximating the Rite Aid Maturity Date.
SECTION 7. Obligations of the Additional Party. The Additional Party hereby
covenants and agrees with the Purchaser that the Additional Party shall be
liable to the Purchaser and any designee thereof to the same extent as the
Seller as set forth herein, for all the obligations of the Seller hereunder,
including, without limitation, the Seller's obligation to repurchase a Mortgage
Loan pursuant to Sections 5 and 6 hereof. The Additional Party further agrees
that the Purchaser shall not be bound or obligated to initially request the
Seller to perform any of its obligations hereunder, but may instead initially
request Additional Party to perform such obligations. Additionally, the
Additional Party agrees that the Purchaser shall not be bound or obligated in
anyway to exhaust recourse against the Seller before being entitled to demand
the performance by the Additional Party of its obligations hereunder.
SECTION 8. 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:
(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 reasonably acceptable to
Seller;
(c) All documents specified in Section 9 of this Agreement (the "Closing
Documents"), in such forms as are reasonably acceptable to the Purchaser, 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
10
<PAGE>
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 9. Closing Documents. The Closing Documents shall consist of the
following:
(a) This Agreement duly executed by the Purchaser, the Additional Party and
the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties
thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) Certificates of each the Seller and the Additional Party, executed by a
duly authorized officer of the Seller or the Additional Party, as the case may
be, and dated the Closing Date, and upon which the Purchaser, the Underwriters
and the Placement Agents may rely, to the effect that: (i) the representations
and warranties of the Seller or the Additional Party, as the case may be, in
this Agreement and of the Seller 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; and (ii) the Seller or the Additional Party, as
the case may be, 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;
(e) An Officer's Certificate from an officer of each of the Seller and the
Additional Party, in his or her individual capacity, dated the Closing Date, and
upon which the Purchaser, the Underwriters and the Placement Agents may rely, to
the effect that each individual who, as an officer or representative of the
Seller or the Additional Party, as the case may be, signed this Agreement, the
Indemnification Agreement or any other document or certificate delivered on or
before the Closing Date in connection with the transactions contemplated herein
or in the Indemnification Agreement, 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;
(f) As certified by an officer of each of the Seller and the Additional
Party, 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 and the Indemnification Agreement, (ii) the organizational documents
of the Seller or the Additional Party, as the case
11
<PAGE>
may be, and (iii) a certificate of good standing of the Seller or the Additional
Party, as the case may be, issued by the Secretary of State of the State of
Delaware not earlier than 10 days prior to the Closing Date;
(g) 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 Agents 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;
(h) 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 Agents may rely, to the effect
that each individual who, as an officer or representative of the Co-Indemnitor,
signed the Indemnification Agreement or any other document or certificate
delivered on or before the Closing Date in connection with the transactions
contemplated therein, 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;
(i) 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;
(j) A favorable opinion of Cadwalader, Wickersham & Taft, special counsel
to the Seller, the Additional Party 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 Agents, the Rating Agencies and, upon
request, the other parties to the Pooling and Servicing Agreement, together with
such other opinions of Cadwalader, Wickersham & Taft as may be required by the
Rating Agencies in connection with the transactions contemplated hereby;
(k) A favorable opinion of in-house counsel to each of the Seller, the
Additional Party 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 Agents, the Rating Agencies and, upon request,
the other parties to the Pooling and Servicing Agreement;
(l) 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
(m) Such further certificates, opinions and documents as the Purchaser may
reasonably request.
SECTION 10. Costs. 52.992% of all reasonable out-of-pocket costs and expenses
incurred by the Seller, the Purchaser, the Underwriters, the Placement Agents
and the seller of the Other
12
<PAGE>
Loans to the Purchaser in connection with the securitization of the Securitized
Loans and the other transactions contemplated by this Agreement, the
Underwriting Agreement and the Certificate Purchase Agreement shall be payable
by the Seller.
SECTION 11. Grant of a Security Interest. The parties hereto agree that it is
their express intent 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 12. Notices. All notices, copies, requests, consents, demands and other
communications required hereunder shall be in writing and telecopied or
delivered to the intended recipient at the "Address for Notices" specified
beneath its name on the signature pages hereof or, as to any party, at such
other address as shall be designated by such party in a notice hereunder to the
other parties. 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 13. 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 and/or the Additional Party
13
<PAGE>
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 14. 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 15. 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 16. 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 (WITHOUT REGARD TO
CONFLICTS OF LAW PRINCIPLES). THE PARTIES HERETO INTEND THAT THE PROVISIONS OF
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
AGREEMENT.
SECTION 17. Further Assurances. The Seller, the Additional Party and the
Purchaser agree to execute and deliver such instruments and take such further
actions as any 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 18. Successors and Assigns. The rights and obligations of the Seller and
the Additional Party under this Agreement shall not be assigned by the Seller or
the Additional Party without the prior written consent of the Purchaser, except
that any person into which the Seller or the Additional Party, as the case may
be, may be merged or consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Seller or the Additional Party, as the
case may be, is a party, or any person succeeding to all or substantially all of
the business of the Seller or the Additional Party, shall be the successor to
the Seller or the Additional Party, as the case may be, hereunder. The Purchaser
has the right to assign its interest under this Agreement, in 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.
14
<PAGE>
SECTION 19. 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 and the Additional Party'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 or the Additional Party, as applicable, has consented to such amendment
or modification in writing.
15
<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 WARBURG REAL ESTATE INVESTMENTS INC.
By: ___________________________________
Name:
Title:
By: ___________________________________
Name:
Title:
Address for Notices:
1285 Avenue of the Americas
New York, New York 10019
Attention: Ahmed Alali
Telecopier No.: (212) 821-3162
Telephone No.: (212) 821-4782
ADDITIONAL PARTY
UBS PRINCIPAL FINANCE LLC
By: ___________________________________
Name:
Title:
By: ___________________________________
Name:
Title:
Address for Notices:
1285 Avenue of the Americas
New York, New York 10019
Attention:
Telecopier No.: (212)
Telephone No.: (212)
16
<PAGE>
PURCHASER
STRUCTURED ASSET SECURITIES
CORPORATION
By: ___________________________________
Name:
Title:
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
17
<PAGE>
EXHIBIT A
MORTGAGE LOAN SCHEDULE
<PAGE>
MORTGAGE LOAN SCHEDULE (UBS LOANS)
PROPERTY LEVEL: ITALICS INDICATE PROPERTY LEVEL INFORMATION
<TABLE>
<CAPTION>
MORTGAGE
LOAN
NUMBER PROPERTY NAME ADDRESS CITY
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
4 125 Broad-Unit A (Salomon) 125 Broad Street New York
-----------------------------------------------------------------------------------------------------------------------------------
5 Chester A. Arthur Building 425 I Street, NW Washington
-----------------------------------------------------------------------------------------------------------------------------------
6 707 Broad Street 707 Broad Street Newark
-----------------------------------------------------------------------------------------------------------------------------------
8 Riverbank Business Center 2751 Shepard Road St. Paul
-----------------------------------------------------------------------------------------------------------------------------------
10 Utica Park Place Shopping Center 45160 Utica Park Boulevard Utica
-----------------------------------------------------------------------------------------------------------------------------------
11 River Plaza 9 West Broad Street Stamford
-----------------------------------------------------------------------------------------------------------------------------------
12 125 Broad-Unit C 125 Broad Street New York
-----------------------------------------------------------------------------------------------------------------------------------
13 College Suites at Alafaya Club 3100 Alafaya Club Drive Orlando
-----------------------------------------------------------------------------------------------------------------------------------
14 St. Francis Medical One Webster Avenue Poughkeepsie
-----------------------------------------------------------------------------------------------------------------------------------
15 The Shops at Canal Place 301 Canal Street New Orleans
-----------------------------------------------------------------------------------------------------------------------------------
16 Lincoln Business Center 4100 West 76th Street Chicago
-----------------------------------------------------------------------------------------------------------------------------------
19 Stateline Plaza 4 Plaistow Road Plaistow
-----------------------------------------------------------------------------------------------------------------------------------
25 Wayne Avenue Plaza 915 Wayne Avenue Chambersburg
-----------------------------------------------------------------------------------------------------------------------------------
26 Long Beach Terrace Apartment 1700-1724 Ocean Blvd. Long Beach
-----------------------------------------------------------------------------------------------------------------------------------
27 Shaw's North Quincy Plaza 475 Hancock Street Quincy
-----------------------------------------------------------------------------------------------------------------------------------
28 Shaw's - Manchester 425 Broad Street Manchester
-----------------------------------------------------------------------------------------------------------------------------------
29 East River Park Shopping Center 320-322 40th Street NE, et al Washington
-----------------------------------------------------------------------------------------------------------------------------------
30 Shore Pointe Office One and Seven Selleck Street Norwalk
-----------------------------------------------------------------------------------------------------------------------------------
31 Bank Atlantic Building 33 SW 2nd Avenue Miami
-----------------------------------------------------------------------------------------------------------------------------------
34 Westway Shopping Center 2401-2565 South Seneca Street Wichita
-----------------------------------------------------------------------------------------------------------------------------------
36 Cartoon Network 300 North 3rd Street Burbank
-----------------------------------------------------------------------------------------------------------------------------------
37 Pebble Creek Apartments 2236 Plaster Road Atlanta
-----------------------------------------------------------------------------------------------------------------------------------
42 Express Scripts Building 4500 Alexander Blvd NE Albuquerque
-----------------------------------------------------------------------------------------------------------------------------------
43 Carlsbad Ranch Corporate Center 5800 Armada Drive Carlsbad
-----------------------------------------------------------------------------------------------------------------------------------
46 711 Executive Boulevard 711 Executive Boulevard Valley Cottage
-----------------------------------------------------------------------------------------------------------------------------------
51 Alta View/Canyon Rim Various Various
-----------------------------------------------------------------------------------------------------------------------------------
51A Canyon Rim Shopping Center 3171-3191 East 3300 South Salt Lake City
-----------------------------------------------------------------------------------------------------------------------------------
51B Alta View Shopping Center 10301-10305 South 1300 East Street Sandy
-----------------------------------------------------------------------------------------------------------------------------------
53 US West Building 2626 West Evans Denver
-----------------------------------------------------------------------------------------------------------------------------------
60 Creekwood Apartments 5236 Southeast 29th Street Del City
-----------------------------------------------------------------------------------------------------------------------------------
61 Clermont Village 2633 Easton Avenue Bethlehem
-----------------------------------------------------------------------------------------------------------------------------------
63 Westlake Center 679 & 681 Encinitas Boulevard Encinitas
-----------------------------------------------------------------------------------------------------------------------------------
65 5 Whiteland Plaza 801 Springdale Drive Exton
-----------------------------------------------------------------------------------------------------------------------------------
67 Vernon Industrial Building 1937-2035 East Vernon Avenue Vernon
-----------------------------------------------------------------------------------------------------------------------------------
71 County of Los Angeles 2910 Beverly Boulevard Los Angeles
-----------------------------------------------------------------------------------------------------------------------------------
72 Rolling Meadows Office Bldg. 3005-3075 Tollview Dr. Rolling Meadows
-----------------------------------------------------------------------------------------------------------------------------------
73 Fort Davis Shopping Center 3839-3861 Alabama Avenue, SE Washington
-----------------------------------------------------------------------------------------------------------------------------------
74 170 & 190 Commerce Way 170 & 190 Commerce Way Portsmouth
-----------------------------------------------------------------------------------------------------------------------------------
75 Freedom/Burnham Various Town of LaGrange/Poughkeepsie
-----------------------------------------------------------------------------------------------------------------------------------
75A Freedom Executive Park 488 Freedom Plains Road Town of LaGrange/Poughkeepsie
-----------------------------------------------------------------------------------------------------------------------------------
75B Burnham Building 35 Patrick Lane Town of LaGrange/Poughkeepsie
-----------------------------------------------------------------------------------------------------------------------------------
79 Atascocita Village MHP 520 Atascocita Road Humble
-----------------------------------------------------------------------------------------------------------------------------------
80 Clifford Apartments 519-535 SE Morrison Street Portland
-----------------------------------------------------------------------------------------------------------------------------------
81 620 East Vienna Ave 620 East Vienna Ave Milwaukee
-----------------------------------------------------------------------------------------------------------------------------------
83 Desert Crest Apartments 6141 North 59th Avenue Glendale
-----------------------------------------------------------------------------------------------------------------------------------
85 Avon Meadows 90 & 100 Avon Meadow Lane Avon
-----------------------------------------------------------------------------------------------------------------------------------
87 1040 Lincoln Avenue 1040 Lincoln Avenue Pasadena
-----------------------------------------------------------------------------------------------------------------------------------
89 The Cove 1224 Prospect Street La Jolla
-----------------------------------------------------------------------------------------------------------------------------------
90 Rite Aid - St. Johnsbury Memorial Drive (U.S. Route 5) St. Johnsbury
-----------------------------------------------------------------------------------------------------------------------------------
91 287 East 4th Street 287 East 4th Street New York
-----------------------------------------------------------------------------------------------------------------------------------
92 516 East 11th Street 516 East 11th Street New York
-----------------------------------------------------------------------------------------------------------------------------------
93 The Greenwood Building 2550 9th Avenue Watervliet
-----------------------------------------------------------------------------------------------------------------------------------
94 1703 Eastwood Drive 1703 Eastwood Drive Aurora
-----------------------------------------------------------------------------------------------------------------------------------
95 Rite Aid - Dowagiac 102 State Road Dowagiac
-----------------------------------------------------------------------------------------------------------------------------------
96 Professional Pavilion 23133 Orchard Lake Rd Farmington
-----------------------------------------------------------------------------------------------------------------------------------
98 Dana/Laurelle Apartments Various Las Vegas
-----------------------------------------------------------------------------------------------------------------------------------
98A Dana Apartments 2300 Olive Street Las Vegas
-----------------------------------------------------------------------------------------------------------------------------------
98B Laurelle Apartments 2309-2317 Clifford Avenue Las Vegas
-----------------------------------------------------------------------------------------------------------------------------------
99 Colodny Professional Plaza 5236 Colodny Drive Agoura Hills
-----------------------------------------------------------------------------------------------------------------------------------
101 Whispering Hills Apts 1638-1658 Hugh Hunter Road Oak Grove
-----------------------------------------------------------------------------------------------------------------------------------
102 163 Stanton Street 163 Stanton Street New York
-----------------------------------------------------------------------------------------------------------------------------------
103 Safari Mobile Home Park 2935 Calder Road League City
-----------------------------------------------------------------------------------------------------------------------------------
104 Walton Village Apartments 35 School Road Walton
-----------------------------------------------------------------------------------------------------------------------------------
106 Brownsville Apartments 2117 Brownsville Road Pittsburgh
-----------------------------------------------------------------------------------------------------------------------------------
107 Top Mini Storage 1101 Martin Luther King Jr. Boulevard Killeen
-----------------------------------------------------------------------------------------------------------------------------------
108 231 East 29th Street 231 East 29th Street New York
-----------------------------------------------------------------------------------------------------------------------------------
110 134 West 92nd Street 134 West 92nd Street New York
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
REMAINING
MORTGAGE TERM TO STATED REMAINING INTEREST
LOAN CUT-OFF DATE MONTHLY P&I MORTGAGE STATED MATURITY AMORTIZATION ACCRUAL
NUMBER STATE ZIP CODE BALANCE PAYMENT RATE MATURITY DATE TERM BASIS
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4 NY 10017 55,842,006.88 421,531.00 8.290 358 10/11/30 358 Act/360
-------------------------------------------------------------------------------------------------------------------------------
5 DC 20001 51,497,463.68 395,662.80 8.470 356 8/1/30 356 Act/360
-------------------------------------------------------------------------------------------------------------------------------
6 NJ 7102 48,529,624.16 385,983.84 8.336 299 11/11/25 299 Act/360
-------------------------------------------------------------------------------------------------------------------------------
8 MN 55116 33,965,310.24 257,824.80 8.350 358 10/11/30 358 Act/360
-------------------------------------------------------------------------------------------------------------------------------
10 MI 48317 31,041,432.26 236,310.70 8.370 356 8/11/30 356 Act/360
-------------------------------------------------------------------------------------------------------------------------------
11 CT 6902 26,982,783.02 202,841.98 8.250 119 11/11/10 359 Act/360
-------------------------------------------------------------------------------------------------------------------------------
12 NY 10017 22,077,072.49 166,651.79 8.290 358 10/11/30 358 Act/360
-------------------------------------------------------------------------------------------------------------------------------
13 FL 32817 21,154,095.82 157,929.17 8.160 356 8/1/30 356 Act/360
-------------------------------------------------------------------------------------------------------------------------------
14 NY 12601 19,587,501.75 147,248.25 8.250 359 11/11/30 359 Act/360
-------------------------------------------------------------------------------------------------------------------------------
15 LA 70130 18,479,506.80 136,391.83 8.050 358 10/1/30 358 Act/360
-------------------------------------------------------------------------------------------------------------------------------
16 IL 60652 16,971,388.83 128,074.04 8.280 357 9/11/30 357 Act/360
-------------------------------------------------------------------------------------------------------------------------------
19 NH 3865 10,269,127.15 77,013.51 8.220 358 10/11/30 358 Act/360
-------------------------------------------------------------------------------------------------------------------------------
25 PA 17201 8,984,087.68 66,541.43 8.080 357 9/11/30 357 Act/360
-------------------------------------------------------------------------------------------------------------------------------
26 CA 90802 8,163,563.12 60,169.18 8.040 359 11/11/30 359 Act/360
-------------------------------------------------------------------------------------------------------------------------------
27 MA 2171 7,994,750.88 59,315.79 8.110 119 11/11/10 359 Act/360
-------------------------------------------------------------------------------------------------------------------------------
28 CT 6040 7,994,643.05 58,756.95 8.010 359 11/11/30 359 Act/360
-------------------------------------------------------------------------------------------------------------------------------
29 DC 20019 7,790,862.37 56,366.04 7.840 358 10/11/30 358 Act/360
-------------------------------------------------------------------------------------------------------------------------------
30 CT 6855 7,691,743.62 57,415.05 8.170 358 10/11/30 358 Act/360
-------------------------------------------------------------------------------------------------------------------------------
31 FL 33130 7,486,885.05 55,687.29 8.125 357 9/11/30 357 Act/360
-------------------------------------------------------------------------------------------------------------------------------
34 KS 67217 7,111,743.66 55,798.16 8.700 356 8/11/30 356 Act/360
-------------------------------------------------------------------------------------------------------------------------------
36 CA 91502 6,820,692.20 51,514.05 8.300 359 11/1/30 359 Act/360
-------------------------------------------------------------------------------------------------------------------------------
37 GA 30345 6,745,245.52 48,404.48 7.760 119 11/1/10 359 Act/360
-------------------------------------------------------------------------------------------------------------------------------
42 NM 87107 6,268,417.69 47,141.98 8.250 358 10/1/30 358 Act/360
-------------------------------------------------------------------------------------------------------------------------------
43 CA 92008 6,195,754.73 45,061.94 7.900 119 11/11/10 359 Act/360
-------------------------------------------------------------------------------------------------------------------------------
46 NY 10989 5,995,773.80 43,026.20 7.760 359 11/11/30 359 Act/360
-------------------------------------------------------------------------------------------------------------------------------
51 UT Various 4,970,309.83 39,583.43 8.240 289 1/11/25 290 Act/360
-------------------------------------------------------------------------------------------------------------------------------
51A UT 84119
-------------------------------------------------------------------------------------------------------------------------------
51B UT 84070
-------------------------------------------------------------------------------------------------------------------------------
53 CO 80219 4,573,832.12 35,370.02 8.500 349 1/1/30 349 Act/360
-------------------------------------------------------------------------------------------------------------------------------
60 OK 73115 3,807,876.66 27,589.16 7.860 119 11/11/10 359 Act/360
-------------------------------------------------------------------------------------------------------------------------------
61 PA 18018 3,693,619.79 29,668.84 8.450 298 10/1/25 298 Act/360
-------------------------------------------------------------------------------------------------------------------------------
63 CA 92024 3,571,352.47 27,109.52 8.350 118 10/1/10 358 Act/360
-------------------------------------------------------------------------------------------------------------------------------
65 PA 19341 3,547,680.17 26,371.08 8.130 359 11/11/30 359 Act/360
-------------------------------------------------------------------------------------------------------------------------------
67 CA 90058 3,144,698.51 23,731.37 8.280 357 9/11/30 357 Act/360
-------------------------------------------------------------------------------------------------------------------------------
71 CA 90057 2,798,140.24 20,643.09 8.050 359 11/11/30 359 Act/360
-------------------------------------------------------------------------------------------------------------------------------
72 IL 60008 2,748,169.74 20,255.26 8.040 119 11/11/10 359 Act/360
-------------------------------------------------------------------------------------------------------------------------------
73 DC 20020 2,747,225.42 20,931.11 8.390 358 10/11/30 358 Act/360
-------------------------------------------------------------------------------------------------------------------------------
74 NH 3801 2,696,803.54 19,436.50 7.800 118 10/1/10 358 Act/360
-------------------------------------------------------------------------------------------------------------------------------
75 NY 12603 2,664,754.01 20,548.92 8.510 116 8/11/10 356 Act/360
-------------------------------------------------------------------------------------------------------------------------------
75A NY 12603
-------------------------------------------------------------------------------------------------------------------------------
75B NY 12603
-------------------------------------------------------------------------------------------------------------------------------
79 TX 77396 2,295,207.40 17,360.04 8.300 116 8/1/10 356 Act/360
-------------------------------------------------------------------------------------------------------------------------------
80 OR 97214 2,197,774.09 16,729.36 8.380 118 10/11/10 358 Act/360
-------------------------------------------------------------------------------------------------------------------------------
81 WI 53212 2,162,708.82 22,100.84 8.860 174 6/11/15 174 Act/360
-------------------------------------------------------------------------------------------------------------------------------
83 AZ 85301 2,096,456.91 15,806.13 8.270 117 9/1/10 357 Act/360
-------------------------------------------------------------------------------------------------------------------------------
85 CT 6001 2,096,123.70 16,361.46 8.110 298 10/1/25 298 Act/360
-------------------------------------------------------------------------------------------------------------------------------
87 CA 91103 1,918,068.27 14,627.28 8.400 118 10/1/10 358 Act/360
-------------------------------------------------------------------------------------------------------------------------------
89 CA 92037 1,837,856.96 13,977.73 8.375 119 11/11/10 359 Act/360
-------------------------------------------------------------------------------------------------------------------------------
90 VT 5819 1,817,129.33 14,870.44 6.950 213 9/1/18 213 30/360
-------------------------------------------------------------------------------------------------------------------------------
91 NY 10009 1,748,035.23 12,840.88 8.000 118 10/11/10 358 Act/360
-------------------------------------------------------------------------------------------------------------------------------
92 NY 10009 1,681,110.44 12,349.26 8.000 118 10/11/10 358 Act/360
-------------------------------------------------------------------------------------------------------------------------------
93 NY 12189 1,674,075.50 13,417.21 8.950 119 11/1/10 359 Act/360
-------------------------------------------------------------------------------------------------------------------------------
94 IL 60506 1,646,609.13 12,512.09 8.350 116 8/11/10 356 Act/360
-------------------------------------------------------------------------------------------------------------------------------
95 MI 49047 1,608,233.20 13,454.00 7.020 206 2/1/18 206 30/360
-------------------------------------------------------------------------------------------------------------------------------
96 MI 48336 1,523,431.01 11,531.95 8.320 118 10/1/10 358 Act/360
-------------------------------------------------------------------------------------------------------------------------------
98 NV 89104 1,098,889.55 8,672.95 8.250 119 11/11/10 299 Act/360
-------------------------------------------------------------------------------------------------------------------------------
98A NV 89104
-------------------------------------------------------------------------------------------------------------------------------
98B NV 89104
-------------------------------------------------------------------------------------------------------------------------------
99 CA 91301 1,069,036.19 8,425.56 8.750 116 8/11/10 356 Act/360
-------------------------------------------------------------------------------------------------------------------------------
101 KY 42262 1,020,025.25 8,962.18 8.630 238 10/1/20 238 Act/360
-------------------------------------------------------------------------------------------------------------------------------
102 NY 10002 1,011,862.66 7,433.04 8.000 118 10/11/10 358 Act/360
-------------------------------------------------------------------------------------------------------------------------------
103 TX 77573 997,518.96 7,561.93 8.320 115 7/1/10 355 Act/360
-------------------------------------------------------------------------------------------------------------------------------
104 KY 41094 974,073.22 7,566.11 8.600 118 10/11/10 358 Act/360
-------------------------------------------------------------------------------------------------------------------------------
106 PA 15210 934,019.22 7,024.34 8.250 118 10/11/10 358 Act/360
-------------------------------------------------------------------------------------------------------------------------------
107 TX 76543 928,910.83 7,618.10 8.680 116 8/11/10 296 Act/360
-------------------------------------------------------------------------------------------------------------------------------
108 NY 10016 888,368.09 7,001.63 8.750 116 8/11/10 356 Act/360
-------------------------------------------------------------------------------------------------------------------------------
110 NY 10025 598,355.40 4,791.00 8.400 117 9/1/10 297 Act/360
-------------------------------------------------------------------------------------------------------------------------------
528,429,818.31
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRIMARY ARD
MORTGAGE SERVICING FEE SIMPLE ARD ANTICIPATED ADDITIONAL
LOAN ADMINISTRATIVE FEE RATE OR GROUND MORTGAGE MORTGAGE REPAYMENT INTEREST
NUMBER COST RATE (%) (%) LEASE FLAG LOAN SELLER DEFEASANCE LOAN DATE RATE (%)
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
4 0.101 0.0500 Leasehold UBS Defeasance Yes 10/11/07 2.00
------------------------------------------------------------------------------------------------------------------------------
5 0.101 0.0500 Fee Simple UBS Defeasance Yes 8/1/10 2.00
------------------------------------------------------------------------------------------------------------------------------
6 0.101 0.0500 Fee Simple UBS Defeasance Yes 11/11/07 2.00
------------------------------------------------------------------------------------------------------------------------------
8 0.101 0.0500 Fee Simple UBS Defeasance Yes 10/11/07 2.00
------------------------------------------------------------------------------------------------------------------------------
10 0.101 0.0500 Fee Simple UBS Defeasance Yes 8/11/10 2.15
------------------------------------------------------------------------------------------------------------------------------
11 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
12 0.101 0.0500 Leasehold UBS Defeasance Yes 10/11/07 2.00
------------------------------------------------------------------------------------------------------------------------------
13 0.101 0.0500 Fee Simple UBS Defeasance Yes 8/1/10 2.00
------------------------------------------------------------------------------------------------------------------------------
14 0.101 0.0500 Leasehold UBS Defeasance Yes 11/11/10 2.00
------------------------------------------------------------------------------------------------------------------------------
15 0.101 0.0500 Fee Simple UBS Defeasance Yes 10/1/10 2.00
------------------------------------------------------------------------------------------------------------------------------
16 0.101 0.0500 Fee Simple UBS Defeasance Yes 9/11/10 2.00
------------------------------------------------------------------------------------------------------------------------------
19 0.101 0.0500 Fee Simple UBS Defeasance Yes 10/11/10 2.00
------------------------------------------------------------------------------------------------------------------------------
25 0.101 0.0500 Fee Simple UBS Defeasance Yes 9/11/10 2.00
------------------------------------------------------------------------------------------------------------------------------
26 0.101 0.0500 Fee Simple UBS Defeasance Yes 11/11/10 2.00
------------------------------------------------------------------------------------------------------------------------------
27 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
28 0.101 0.0500 Fee Simple UBS Defeasance Yes 11/11/10 2.00
------------------------------------------------------------------------------------------------------------------------------
29 0.101 0.0500 Fee Simple UBS Defeasance Yes 10/11/10 2.00
------------------------------------------------------------------------------------------------------------------------------
30 0.101 0.0500 Fee Simple UBS Defeasance Yes 10/11/10 2.00
------------------------------------------------------------------------------------------------------------------------------
31 0.101 0.0500 Fee Simple UBS Defeasance Yes 9/11/10 2.00
------------------------------------------------------------------------------------------------------------------------------
34 0.101 0.0500 Fee Simple UBS Defeasance Yes 8/11/10 2.00
------------------------------------------------------------------------------------------------------------------------------
36 0.101 0.0500 Fee Simple UBS Defeasance Yes 11/1/10 2.00
------------------------------------------------------------------------------------------------------------------------------
37 0.101 0.0500 Fee Simple UBS No
------------------------------------------------------------------------------------------------------------------------------
42 0.101 0.0500 Fee Simple UBS Defeasance Yes 10/1/10 2.00
------------------------------------------------------------------------------------------------------------------------------
43 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
46 0.101 0.0500 Fee Simple UBS Defeasance Yes 11/11/10 2.00
------------------------------------------------------------------------------------------------------------------------------
51 0.101 0.0500 Leasehold UBS Defeasance Yes 7/11/10 2.20
------------------------------------------------------------------------------------------------------------------------------
51A Leasehold
------------------------------------------------------------------------------------------------------------------------------
51B Leasehold
------------------------------------------------------------------------------------------------------------------------------
53 0.101 0.0500 Fee Simple UBS Defeasance Yes 1/1/10 2.00
------------------------------------------------------------------------------------------------------------------------------
60 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
61 0.101 0.0500 Fee Simple UBS Defeasance Yes 10/1/10 2.00
------------------------------------------------------------------------------------------------------------------------------
63 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
65 0.101 0.0500 Fee Simple UBS Defeasance Yes 11/11/10 2.00
------------------------------------------------------------------------------------------------------------------------------
67 0.101 0.0500 Fee Simple UBS Defeasance Yes 9/11/10 2.00
------------------------------------------------------------------------------------------------------------------------------
71 0.101 0.0500 Fee Simple UBS Defeasance Yes 11/11/10 2.00
------------------------------------------------------------------------------------------------------------------------------
72 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
73 0.101 0.0500 Fee Simple UBS Defeasance Yes 10/11/10 2.00
------------------------------------------------------------------------------------------------------------------------------
74 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
75 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
75A Fee Simple
------------------------------------------------------------------------------------------------------------------------------
75B Fee Simple
------------------------------------------------------------------------------------------------------------------------------
79 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
80 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
81 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
83 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
85 0.101 0.0500 Fee Simple UBS Defeasance Yes 10/1/10 2.00
------------------------------------------------------------------------------------------------------------------------------
87 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
89 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
90 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
91 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
92 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
93 0.101 0.0500 Fee Simple UBS No
------------------------------------------------------------------------------------------------------------------------------
94 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
95 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
96 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
98 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
98A Fee Simple
------------------------------------------------------------------------------------------------------------------------------
98B Fee Simple
------------------------------------------------------------------------------------------------------------------------------
99 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
101 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
102 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
103 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
104 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
106 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
107 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
108 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
110 0.101 0.0500 Fee Simple UBS Defeasance No
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MORTGAGE
LOAN MORTGAGE LOAN
NUMBER CROSS COLLATERALIZED (GROUP) COMMON OWNERSHIP SELLER LOAN ID
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
4 Yes (125 Broad) Witkoff Group 7113
----------------------------------------------------------------------------------------------------------
5 No 10802
----------------------------------------------------------------------------------------------------------
6 No 7015
----------------------------------------------------------------------------------------------------------
8 No 6814
----------------------------------------------------------------------------------------------------------
10 No 6875
----------------------------------------------------------------------------------------------------------
11 No 7147
----------------------------------------------------------------------------------------------------------
12 Yes (125 Broad) Witkoff Group 7113B
----------------------------------------------------------------------------------------------------------
13 No 11540
----------------------------------------------------------------------------------------------------------
14 No 7537
----------------------------------------------------------------------------------------------------------
15 No 12124
----------------------------------------------------------------------------------------------------------
16 No InSite Real Estate Development 6516
----------------------------------------------------------------------------------------------------------
19 No 7083
----------------------------------------------------------------------------------------------------------
25 No 6639
----------------------------------------------------------------------------------------------------------
26 No 7054
----------------------------------------------------------------------------------------------------------
27 No Robert Bond 7276
----------------------------------------------------------------------------------------------------------
28 No Robert Bond 7275
----------------------------------------------------------------------------------------------------------
29 Yes (UrbanAmerica, L.P.) UrbanAmerica, L.P. 6972
----------------------------------------------------------------------------------------------------------
30 No 7390
----------------------------------------------------------------------------------------------------------
31 No 6223
----------------------------------------------------------------------------------------------------------
34 No 6767
----------------------------------------------------------------------------------------------------------
36 No 11003
----------------------------------------------------------------------------------------------------------
37 No 12215
----------------------------------------------------------------------------------------------------------
42 No 12286
----------------------------------------------------------------------------------------------------------
43 No 7168
----------------------------------------------------------------------------------------------------------
46 No 7170
----------------------------------------------------------------------------------------------------------
51 No 6652
----------------------------------------------------------------------------------------------------------
51A 6652B
----------------------------------------------------------------------------------------------------------
51B 6652A
----------------------------------------------------------------------------------------------------------
53 No 9339
----------------------------------------------------------------------------------------------------------
60 No 5161
----------------------------------------------------------------------------------------------------------
61 No 12250
----------------------------------------------------------------------------------------------------------
63 No 11759
----------------------------------------------------------------------------------------------------------
65 No 6828
----------------------------------------------------------------------------------------------------------
67 No 6591
----------------------------------------------------------------------------------------------------------
71 No 6152
----------------------------------------------------------------------------------------------------------
72 No 7175
----------------------------------------------------------------------------------------------------------
73 Yes (UrbanAmerica, L.P.) UrbanAmerica, L.P. 6956
----------------------------------------------------------------------------------------------------------
74 No 12111
----------------------------------------------------------------------------------------------------------
75 No 5956
----------------------------------------------------------------------------------------------------------
75A 5956A
----------------------------------------------------------------------------------------------------------
75B 5956B
----------------------------------------------------------------------------------------------------------
79 No 11800
----------------------------------------------------------------------------------------------------------
80 No 7146
----------------------------------------------------------------------------------------------------------
81 No InSite Real Estate Development 6524
----------------------------------------------------------------------------------------------------------
83 No 11400
----------------------------------------------------------------------------------------------------------
85 No 11703
----------------------------------------------------------------------------------------------------------
87 No 10122
----------------------------------------------------------------------------------------------------------
89 No 6595
----------------------------------------------------------------------------------------------------------
90 No 5450
----------------------------------------------------------------------------------------------------------
91 No Paul Stallings 7239
----------------------------------------------------------------------------------------------------------
92 No Paul Stallings 7237
----------------------------------------------------------------------------------------------------------
93 No 10505
----------------------------------------------------------------------------------------------------------
94 No InSite Real Estate Development 6771
----------------------------------------------------------------------------------------------------------
95 No 5449
----------------------------------------------------------------------------------------------------------
96 No 11938
----------------------------------------------------------------------------------------------------------
98 No 7430
----------------------------------------------------------------------------------------------------------
98A 7430A
----------------------------------------------------------------------------------------------------------
98B 7430B
----------------------------------------------------------------------------------------------------------
99 No 6684
----------------------------------------------------------------------------------------------------------
101 No 12269
----------------------------------------------------------------------------------------------------------
102 No Paul Stallings 7238
----------------------------------------------------------------------------------------------------------
103 No 11174
----------------------------------------------------------------------------------------------------------
104 No 6640
----------------------------------------------------------------------------------------------------------
106 No 6937
----------------------------------------------------------------------------------------------------------
107 No 6910
----------------------------------------------------------------------------------------------------------
108 No 6285
----------------------------------------------------------------------------------------------------------
110 No 12098
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
EXHIBIT B
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
<PAGE>
UBS REPS AND WARRANTIES
Except as set forth on the schedule of exceptions attached hereto, 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 its Due Date in December 2000.
(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, power 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; no governmental or regulatory approval
or consent is required for the sale of such Mortgage Loan by the
Seller; 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 (A) bankruptcy,
insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally, and (B) general principles
of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law), and except that certain provisions in
the subject agreement or instrument may be further limited or rendered
unenforceable by applicable law, but subject to the limitations set
forth in clauses (A) and (B) above, those limitations or that
unenforceability will not render that subject agreement or instrument
invalid as a
<PAGE>
whole or substantially interfere with the mortgagee's realization of
the principal benefits and/or security provided by the subject
agreement or instrument; and, in the case of the related Mortgage
Note, Mortgage(s) and Assignment(s) of Leases, a legal opinion to
such effect was obtained by the originator of such Mortgage Loan at
the time of origination. The Mortgage Loan is non-recourse to the
Mortgagor or any other Person except for certain nonrecourse
carveouts and any applicable guarantees. If such Mortgage Loan has a
Cut-off Date Balance of $15 million or more, the related Mortgagor
or another Person has agreed to be liable for all liabilities,
costs, losses, damages, expenses or claims suffered or incurred by
the mortgagee under such Mortgage Loan by reason of or in connection
with and to the extent of (A) any intentional fraud or material
intentional misrepresentation by the related Mortgagor and (B) any
breach on the part of the related Mortgagor of any environmental
representations, warranties and covenants contained in the related
Mortgage Loan documents; provided that, instead of any breach
described in clause (B) of this sentence, the related Mortgagor or
such other Person may instead cover liabilities, costs, losses,
damages, expenses and claims resulting from a breach of the
obligations and indemnities of the related Mortgagor under the
related Mortgage Loan documents relating to hazardous or toxic
substances, radon or compliance with environmental laws.
(vi) As of the date of its origination or, if such Mortgage
Loan is part of a Loan Pair, 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
related Mortgage Note, Mortgage(s) or other agreements executed in
connection therewith; and, as of the Closing 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, subject to the
limitations in paragraph (v) above, 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 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
-2-
<PAGE>
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 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 related Due Date in
December 2000 became due and owing in respect of, and materially
affect, any related Mortgaged Property have been paid, and the
Seller knows of no unpaid tax, assessment, ground rent, water
charges or sewer rent that prior to the Closing Date became due and
owing in respect of any related Mortgaged Property, or in any such
case 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 Closing 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. If such Mortgage Loan has a Cut-off Date Balance of
$15 million or more, then (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, and subject to any rights
of the lessor under any related Ground Lease) any condemnation
awards will be applied either to the repair or restoration of all or
part
-3-
<PAGE>
of the related Mortgaged Property or the reduction of the
outstanding principal balance of such Mortgage Loan.
(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 by the Seller or any prior mortgagee under
such title insurance policy, if issued; and neither the Seller nor,
to the best of the Seller's knowledge, any 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 Closing Date, all insurance
required under each related Mortgage was in full force and effect
with respect to each related Mortgaged Property; such insurance
covered (except where a tenant under a lease is permitted to
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) 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 if required by applicable
law), and (E) if (1) such Mortgage Loan is secured by a Mortgaged
Property located in the State of California in or "seismic zone" 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
-4-
<PAGE>
cost of the improvements on such Mortgaged Property, earthquake
insurance; it is an event of default under such Mortgage Loan if the
above-described insurance coverage is not maintained by the related
Mortgagor, and any reasonable out-of-pocket costs and expenses
incurred by the mortgagee in connection with such default in
obtaining such insurance coverage are recoverable from the related
Mortgagor; the related insurance policies provide that they may not
be terminated or reduced without at least 10 days' prior notice to
the mortgagee and, to the Seller's knowledge, it has not received
any such notice; the related insurance policies (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 related Due Date in December 2000; 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 rating 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 Closing 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.
(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 throughout
the remaining term thereof (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) Except as otherwise identified on Schedule I-xvii
hereto, each related Mortgage or other loan document relating to
such Mortgage Loan does not provide for or
-5-
<PAGE>
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 (or, if such Mortgage Loan is
one of the Mortgage Loans identified on Schedule III-xx, more than
12 months) preceding the related Due Date in December 2000, 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, and has not received actual notice 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 or a
letter of credit or other instrument has been delivered for purposes
of covering the estimated costs of 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 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
-6-
<PAGE>
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) Except as otherwise identified on Schedule I-xxvi
hereto, 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; however, if the related
Mortgagor is listed on Schedule III-xxvi hereto, then certain equity
holders are known to the Seller to have incurred debt secured by
their ownership interest in the related Mortgagor.
(xxvii) Except with respect to transfers of certain
non-controlling and/or minority 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).
-7-
<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 a written instrument included 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) 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) Except as otherwise identified on Schedule I-xxxi
hereto, 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
"government securities" within the meaning of Section 2(a)(16) of
the Investment Company Act of 1940, as amended (the "Investment
Company Act"), 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 in all material respects with, to the extent it is not
grandfathered under, 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; except as otherwise
identified on Schedule I-xxxii hereto, 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 the related Mortgaged
Property; to the Seller's knowledge (based on surveys, opinions,
letters from municipalities 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.
-8-
<PAGE>
(xxxiii) The related Mortgagor has covenanted in the Mortgage
Loan documents to deliver each year to the mortgagee monthly,
quarterly and/or annual operating statements and rent rolls of each
related Mortgaged Property.
(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, except as otherwise identified on Schedule
I-xxxiv hereto, 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 asset
unrelated to such Mortgaged Property and, except as permitted by the
related Mortgage Loan documents, not to incur other financing, 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) Except as otherwise identified on Schedule I-xxxvi
hereto, 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 qualified and
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 related Mortgaged Property following a default or in
connection with the release of liens securing such Mortgage Loan.
(xl) The related Mortgaged Property is not, to the Seller's
knowledge, collateral or security for any mortgage loan that is not
in the Trust Fund; if such Mortgage Loan is cross-collateralized, it
is cross-collateralized only with other Mortgage
-9-
<PAGE>
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) One or more engineering assessments were performed by
an Independent engineering consulting firm on behalf of the Seller
or one of its Affiliates with respect to each related Mortgaged
Property during the 12-month period preceding the related Due Date
in December 2000 (or, if such Mortgage Loan is one of the Mortgage
Loans identified on Schedule III-xlii, more than 12 months), and the
Seller, having made no independent inquiry other than to review the
report(s) prepared in connection with such assessment(s), 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 or a letter of
credit has been provided, (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. The Seller is transferring to
the Trustee all of its right, title and interest in and to such
amounts.
(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 material
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,
except as indicated on Schedule III-xlvii:
(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;
-10-
<PAGE>
(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);
(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 upon such
mortgagee's request;
(G) based upon the related policy of title insurance,
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;
-11-
<PAGE>
(H) the mortgagee under such Mortgage Loan is permitted
a reasonable opportunity to cure any curable default under
such Ground Lease (not less than the time provided to the
related lessee under such ground lease to cure such default)
before the lessor thereunder may terminate or cancel such
Ground Lease;
(I) such Ground Lease has a currently effective term
(exclusive of any unexercised extension options set forth
therein) that extends not less than 20 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 or subletting 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 a default by the related
Mortgagor; 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 (subject
to the limitations set forth in paragraph (v) above) to foreclose upon or
otherwise exercise its rights with respect to such fee interest.
(xlix) Except as otherwise indicated on Schedule III-xlix hereto,
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, except if such Mortgaged
Property is identified on Schedule III-xlix hereto (in which case it is
served by a private well), is served by a public water system, a public
sewer (or, alternatively, a septic) system, and other customary public
utility facilities.
-12-
<PAGE>
(l) If such Mortgage Loan is a Defeasance Loan, the related Mortgage
Loan documents require the related Mortgagor to pay all reasonable costs
associated with the defeasance thereof, and either: (A) require the prior
written consent of, and compliance with the conditions set by, the holder
of such Mortgage Loan for defeasance, (B) require that (1) except as
identified on Schedule III-l hereto, defeasance may not occur prior to the
second anniversary of the Closing Date, (2) the Defeasance Collateral must
be government securities within the meaning of Treasury Regulation Section
1.860G-2(a)(8)(i) and must 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 material 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 at least
125% of the allocated loan amount of the portion of the Mortgaged Property
being released (3) an independent accounting firm (which may be the
Mortgagor's independent accounting firm) certify that the Defeasance
Collateral is sufficient to make such payments, (4) the Mortgage Loan be
assumed by a successor 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) if such Mortgage Loan has a
Cut-off Date Balance in excess of $15,000,000, 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 or as has been terminated.
(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
each 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 (v)
above, enforceable first priority lien and first priority security
interest in the related Mortgagor's right to
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<PAGE>
receive payments due under any and 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 related 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.
(lvi) Except as indicated on Schedule III-lvi hereto, the Seller has
no ownership interest in the related Mortgaged Property or the related
Borrower other than in such Mortgage Loan being sold and assigned, and
neither the Seller nor any affiliate of the Seller has any obligation to
make any capital contributions to the related Borrower under the Mortgage
or any other related Mortgage Loan document.
(lvii) In the case of certain Mortgaged Properties securing
cross-collateralized Mortgage Loans, certain Mortgage Loans secured by
multiple Mortgaged Properties, and certain Mortgage Loans secured by one
or more parcels constituting a single Mortgaged Property, the related
mortgagee may be required to release a Mortgaged Property or a portion
thereof upon payment of a portion of the related Mortgage Loan or the
delivery of Defeasance Collateral or substitute real estate as specified
in the related Mortgage Loan documents.
(lviii) To the Seller's knowledge, no two properties securing
Mortgage Loans are directly or indirectly under common ownership except to
the extent that such common ownership and the ownership structure have
been specifically disclosed in the Mortgage Loan Schedule or on Schedule
III-lviii.
(lix) The related Mortgage Loan documents require the related
Borrower to furnish to the mortgagee at least annually an operating
statement (or a balance sheet and a statement of income and expenses) with
respect to the related Mortgaged Property or, in the case of a borrower
occupied Mortgaged Property, a financial statement with respect to the
related Borrower.
(lx) Such Mortgage Loan has not been satisfied in full, and except
as expressly contemplated by the related loan agreement or other documents
contained in the related Mortgage File, no material portion of the related
Mortgaged Property has been released.
(lxi) If such Mortgage Loan has a Cut-off Date Balance in excess of
$15,000,000, then the Seller or the Seller has obtained or received (and,
in the case of mortgage loans with principal balances below $15,000,000,
it is the practice of the Seller to obtain or receive) an as-built survey,
a survey recertification, a site plan, a recorded plat or the like with
respect to each related Mortgaged Property which satisfied, or the Seller
or the Seller otherwise satisfied (or, in the case of mortgage loans with
principal balances below $15,000,000, for the Seller to otherwise
satisfy), the requirements of the related title insurance company for
deletion of the standard general exceptions for encroachments, boundary
and other survey matters and for easements not shown by the public records
from the related title insurance policy, except with respect to any
related
-14-
<PAGE>
Mortgaged Property located in a jurisdiction (such as the State of Texas
where survey title insurance coverage is prohibited by law) in which the
exception for easements not shown by the public records could not be
deleted and such standard general exception is customarily accepted by
prudent commercial mortgage lenders in such jurisdiction (and except that,
if such Mortgage Loan has a Cut-off Date Balance of below $15,000,000,
then the Seller may have waived its general practices described above).
(lxii) If such Mortgage Loan has a Cut-off Date Balance of
$15,000,000 or more, then:
(A) the related Anticipated Repayment Date is not less than
seven years from the origination date for such Mortgage Loan;
(B) such Mortgage Loan provides that from the related
Anticipated Repayment Date through the maturity date for such
Mortgage Loan, all excess cash flow (net of monthly expenses
reasonably related to the operation of the related Mortgaged
Property, amounts due for reserves established under such Mortgage
Loan, and payments for any other expenses, including capital
expenses, related to such Mortgaged Property which are approved by
mortgagee) will be applied to repay principal due under such
Mortgage Loan; and
(C) no later than the related Anticipated Repayment Date, the
related Mortgagor is required (if it has not previously done so) to
enter into a "lockbox agreement" whereby all revenue from the
related Mortgaged Property will be deposited directly into a
designated account controlled by the mortgagee under such Mortgage
Loan.
(lxiii) An appraisal of the related Mortgaged Property was conducted
in connection with the origination of such Mortgage Loan; and such
appraisal satisfied either (A) the requirements of the "Uniform Standards
of Professional Appraisal Practice" as adopted by the Appraisal Standards
Board of the Appraisal Foundation, or (B) the guidelines in Title XI of
the Financial Institutions Reform, Recovery and Enforcement Act of 1989,
in either case as in effect on the date such Mortgage Loan was originated.
-15-
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE I
EXCEPTIONS TO THE MORTGAGE LOAN REPRESENTATIONS
<S> <C> <C> <C>
REP. LOAN NAME CONTROL # EXCEPTIONS
--- --------- --------- -----------
xvii River Plaza 11 Broad Nine LLC, which is partially owned (directly
and/or indirectly) by Arthur Emit and Arthur
Collins (the principals in Borrower), holds two
subordinate notes which are secured by a second and
third mortgage encumbering the property. The
outstanding aggregate principal balance of the
subordinate notes as of October 13, 2000, inclusive
of all accrued interest which was added to the
principal, was $37,890,722. The subordinate loans
mature on May 1, 2012. These loans are subordinate
to this mortgage loan pursuant to a subordination
and standstill agreement.
xx 231 East 29th Street 108 The date of report is 6/17/99.
US West Building 53 The date of the report is 11/16/99.
xxvi River Plaza 11 Broad Nine LLC, which is partially owned (directly
and/or indirectly) by Arthur Emit and Arthur
Collins (the principals in Borrower), holds two
subordinate notes which are secured by a second and
third mortgage encumbering the property. The
outstanding aggregate principal balance of the
subordinate notes as of October 13, 2000, inclusive
of all accrued interest which was added to the
principal, was $37,890,722. The subordinate loans
mature on May 1, 2012. These loans are subordinate
to this mortgage loan pursuant to a subordination
and standstill agreement.
</TABLE>
SCHEDULE I-1
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
REP. LOAN NAME CONTROL # EXCEPTIONS
--- --------- --------- -----------
xxxi Lincoln Business Center 16 Under the terms of the Mortgage, borrower has the
right to release a small section of the property.
This right is not conditioned upon (a) payment in
full of the mortgage loan, (b) delivery of
Defeasance Collateral in the form of U.S.
government securities, or (c) delivery of
substitute real property collateral.
Riverbank Business Center 8 Partial release of an unimproved parcel is
permitted, which is currently being used as
overflow parking. The release is subject to
satisfaction of typical conditions.
Stateline Plaza 19 Partial release of unimproved parcel is permitted.
The release is subject to satisfaction of typical
conditions.
xxxii 231 East 29th Street 108 The property has minor NYC building code violations
for which $2,000 was escrowed.
134 West 92nd Street 110 The property has minor NYC building compliance
violations for which $6,000 was escrowed.
xxxiv 287 East 4th Street 91 Individual
163 Stanton Street 102 Individual
Wayne Avenue Plaza 25 Borrower's organizational documents permit it to
incur additional debt.
Lincoln Business Center 16 Additional debt is not prohibited under the
borrower's organizational documents rather, it is
prohibited under the mortgage.
Chester A. Arthur Building 5 Additional debt is not prohibited under the
borrower's organizational documents rather, it is
prohibited under the mortgage.
</TABLE>
Schedule I-2
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
REP. LOAN NAME CONTROL # EXCEPTIONS
--- --------- --------- -----------
xxxvi 707 Broad Street 6 A suit was filed by ABS Associates, Ltd. against
Hartz Mountain Development Corp. and Hartz 707
Broad, Inc. in the Superior Court of the State of
New Jersey for Essex County, Docket No. C 330-94
(the "Litigation") for alleged breach of fiduciary
duties involving the redevelopment of the property
and certain financing fees associated with the
construction loan at the property. At origination,
the general partners, Hartz 707 Broad, Inc., Hartz
Mountain Development Corp., Hartz Mountain
Industries, Inc., Hartz Mountain Industries-NJ,
LLC, H-707, Inc., Edward Davidson (the foregoing
being the "Partners') and ABS Associates, Ltd.
("ABS"), delivered a Litigation Indemnification
Agreement whereby the Partners indemnified Borrower
and UBS Principal Finance, LLC ("Lender") for any
losses resulting from the Litigation, except for
losses incurred by Lender due to Lender's inability
to include the loan in a Secondary Market
Transaction or any downgrade of ratings issued for,
or lower rating being applied to the Securities
relating to the loan (except as may be related to
the dissolution of the Borrower or the sale or
other disposition of the property). ABS's
indemnification extends solely to losses resulting
from the dissolution of the Borrower or the sale or
other disposition of the property. The Litigation
Indemnification Agreement survives until the
Litigation is dismissed in its entirety, Borrower
has been released from any claims arising in
connection with the litigation, or a permitted
satisfaction or assignment of the Mortgage and
other Loan Documents has occurred. In addition,
the parties to this suit have agreed not to seek
the dissolution of the Borrower.
</TABLE>
Schedule I-3
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
REP. LOAN NAME CONTROL # EXCEPTIONS
--- --------- --------- -----------
xlii 231 East 29th Street 108 The date of the report is 6/17/99.
US West Building 53 The date of report is 12/1/99.
xlvii(I) Alta View Shopping Center 51B The ground lease matures 1/31/10, , which is less
than 20 years beyond the Stated Maturity Date of
the related Mortgage Loan, with 5 options for 5
years each, to 1/31/35.
Canyon Rim 51A The ground lease matures 1/31/10, which is
less than 20 years beyond the Stated
Maturity Date of the related Mortgage
Loan, with 7 options for 5 years, to
1/31/45.
St. Francis 14 The ground lease matures 1/31/45, which is less
than 20 years beyond the Stated Maturity Date of
the related Mortgage Loan.
xlix Lincoln Business Center 16 As of the date of origination, the property was
contained within two tax lots and a portion of said
tax lots covered property other than the property.
The borrower had commenced and agreed to diligently
pursue the process of obtaining separate tax lot
identifications for the property, so that no
property other than the property was contained in
said tax lots. We have no confirmation that the
borrower has completed this process. Taxes are
currently being escrowed for both tax lots.
l Rite Aid - St. Johnsbury 90 Borrower may defease the loan at any time after
September 1, 2001.
125 Broad Street (Units A and C) 4, 12 Partial defeasance is allowed at 115% of allocated
loan amount.
</TABLE>
Schedule I-4
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
REP. LOAN NAME CONTROL # EXCEPTIONS
--- --------- --------- -----------
lvi College Suites at Alafaya Club 13 Paine Webber Real Estate Securities, Inc. is the
largest preferred equity holder in RSVP, which is a
principal in the borrowing entity for this mortgage
loan. RSVP is allowed to make capital calls on the
preferred and common equity holders.
125 Broad Street (Units A and C) 4, 12 Lehman Brothers has a minority ownership interest
in the property.
lviii
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620 East Vienna Ave 81 Insite Milwaukee, L.L.C. Gerald J. Kostelny
---------------------------------------------------------------------------------------------------------------------
Lincoln Business Center 16 Insite Midway, L.L.C. Gerald J. Kostelny
---------------------------------------------------------------------------------------------------------------------
1703 Eastwood Drive 94 InSite Aurora V, L.L.C. Gerald J. Kostelny
---------------------------------------------------------------------------------------------------------------------
Fort Davis Shopping Center 73 Alabama/Ft. Davis Shopping Center, LLC Richmond McCoy, CEO, and
Hal Reiff, CFO
---------------------------------------------------------------------------------------------------------------------
East River Park Shopping 29 East River Park Limited Partnership Hal Reiff
Center
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125 Broad-Unit A (Salomon) 4 125 Broad Unit A LLC Steve Witkoff, Jeffrey
Goldberger
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125 Broad-Unit C 12 125 Broad Unit C LLC Steve Witkoff, Jeffrey
Goldberger
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516 East 11th Street 92 516 Associates, Inc. Paul W. Stallings
---------------------------------------------------------------------------------------------------------------------
163 Stanton Street 102 Paul W. Stallings Paul W. Stallings
---------------------------------------------------------------------------------------------------------------------
287 East 4th Street 91 Paul W. Stallings Paul W. Stallings
---------------------------------------------------------------------------------------------------------------------
Shaw's: Manchester 28 Ocampo Manchester, LLC and Overland Manchester Robert J. Bond/Evan L.
LLC Roklen
---------------------------------------------------------------------------------------------------------------------
Shaw's North Quincy Plaza 27 North Quincy Center LLC and Overland Quincy LLC Robert Bond and Lawrence
Bond
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</TABLE>
Schedule I-5
