MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement, dated as of May 14, 2001 (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 its 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 May 11,
2001, among the Purchaser as depositor, First Union National Bank as master
servicer (the Master Servicer"), ORIX Real Estate Capital Markets LLC 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 ▇▇▇▇▇▇ Brothers Inc. ("▇▇▇▇▇▇"),
UBS Warburg LLC ("UBSW") and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. ("SSB"; and, collectively
with ▇▇▇▇▇▇ and UBSW 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 ▇▇▇▇▇▇,
UBSW and SSB (collectively 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") 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 $641,627,194 (the "Initial Pool Balance") as of the close of business on May
11, 2001 (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 May 24, 2001 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 103.37433% 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 48.6420% 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 and, in the case of the Carrier Towne Crossing II
Mortgage Loan, the right to any assumption or other similar fees to be paid by
the related Mortgagor to the Seller in connection with any assumption, transfer
of interest or borrower substitution involving the transferee entity identified
in the related Mortgage Loan documents). 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
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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 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).
In addition, if within a reasonable period following the Closing Date, any of
the assignments of Mortgage, assignments of Assignment of Leases or UCC
Financing Statements in favor of the Trustee referred to above have not been
submitted for recording or filing, as applicable, the Seller shall cause any
such unrecorded or unfiled document to be delivered to the Trustee for recording
or filing, as applicable, and the Seller shall request the Trustee to promptly
undertake to record or file any such document upon its receipt thereof. On or
before the Closing Date, the Seller shall provide the Purchaser and its
designees (which include the Trustee, the Master Servicer and the Special
Servicer) with one or more limited powers of attorney, as appropriate, to enable
them to record any Mortgage Loan documents that, as contemplated by Section
2.01(c) of, or the definition of "Mortgage File" in, the Pooling and Servicing
Agreement, are to be, but have not been, recorded.
The Seller shall bear the reasonable out-of-pocket costs and expenses of
all such recording and filing contemplated by the preceding paragraph,
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, in
the reasonable judgment of the Master Servicer, are reasonably necessary for the
servicing of each such Mortgage Loan 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.
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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's performance and compliance with the terms
of this 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.
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(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's 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 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
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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 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;
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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.
(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.
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(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, or the value of, 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 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, as the case may be, does not affect whether the Mortgage Loan was, as of
the Closing Date, 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
setting forth the reason 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 and 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 the applicable Resolution Extension Period (as
defined below), then the Seller shall have an additional period equal to the
applicable Resolution Extension Period to complete such cure or, failing such,
to repurchase the affected Mortgage Loan (or the related Mortgage Property). Any
such repurchase of a Mortgage Loan shall be on a whole loan, servicing released
basis. The Seller shall have no obligation to monitor the Mortgage Loans
regarding the existence of a Breach or Document Defect, but if the Seller
discovers a Material Breach or Material Document Defect with respect to a
Mortgage Loan, it will notify the Purchaser. Without limiting any of the
foregoing, (A) the absence of an original Mortgage Note, an original or a copy
of a Mortgage (with or without evidence of recording thereon), an original or a
copy of a lender's title insurance policy, an Assignment of Leases (with or
without evidence of recording thereon, but only if separate from the related
Mortgage), an original letter of credit, a copy of a Ground Lease or, in the
case of a Mortgage
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Loan secured by a hospitality or healthcare property, a filed UCC-1 financing
statement from a Mortgage File or (B) any material adverse nonconformity to the
Mortgage Loan Schedule of any such document or any material irregularity on the
face thereof (without the presence of a factor, such as a lost note affidavit
(in the case of a missing Mortgage Note) or a pro forma title policy or a
commitment for title insurance "marked-up" at the closing of the subject
Mortgage Loan (in the case of a missing title policy), that in the Trustee's
reasonable and good faith judgment mitigates the subject absence, nonconformity
or irregularity), shall be a Material Document Defect. Notwithstanding anything
herein to the contrary, if a Mortgage Loan is not secured by a hospitality or
healthcare property, then failure to deliver to the Trustee copies of the UCC
Financing Statement covering the Borrower's personalty at such Mortgaged
Property shall not be a Material Document Defect.
"Resolution Extension Period" shall mean:
(a) for purposes of remediating a Material Breach with respect to any
Mortgage Loan, the 90-day period following the end of the applicable
Initial Resolution Period;
(b) for purposes of remediating a Material Document Defect with respect to
any Mortgage Loan that is not a Specially Serviced Mortgage Loan as of
the commencement of the Initial Resolution period and as to which a
Servicing Transfer Event has not occurred throughout the applicable
Initial Resolution Period, the period commencing at the end of the
applicable Initial Resolution Period and ending on, and including, the
earlier of (i) the 90th day following the end of such Initial
Resolution Period and (ii) the 45th day following the Seller's receipt
of written notice from the Purchaser or its designee of the occurrence
of any Servicing Transfer Event with respect to such Mortgage Loan
subsequent to the end of such Initial Resolution Period;
(c) for purposes of remediating a Material Document Defect with respect to
any Mortgage Loan that is not a Specially Serviced Mortgage Loan as of
the commencement of the applicable Initial Resolution Period, but as
to which a Servicing Transfer Event occurs during such Initial
Resolution Period, the period commencing at the end of the applicable
Initial Resolution Period and ending on, and including, the 90th day
following the earlier of (i) the end of such Initial Resolution Period
and (ii) the Seller's receipt of written notice from the Purchaser or
its designee of the occurrence of such Servicing Transfer Event; and
(d) for purposes of remediating a Material Document Defect with respect to
any Mortgage Loan that is a Specially Serviced Mortgage Loan as of the
commencement of the applicable Initial Resolution Period, zero (-0-)
days, provided that, if the Seller did not receive written notice from
the Purchaser or its designee of the relevant Servicing Transfer Event
as of the commencement of the applicable Initial Resolution Period,
then such Servicing Transfer Event will be deemed to have occurred
during such
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Initial Resolution Period and clause (c) of this definition will be
deemed to apply.
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 this 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 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 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, or the value of, 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 this 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 this 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.
It is understood and agreed that the obligations of the Seller set forth in
this 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.
(b) If the Purchaser has identified as of September 24, 2002 one or more
conditions that will become Recording/Title Policy Omissions with respect to any
Mortgage
10
Loan on November 24, 2002, if not earlier corrected, the Purchaser or one of its
designees shall, on or about September 24, 2002 (or, if such day is not a
Business Day, the first Business Day thereafter), provide written notification
of such conditions that could become Recording/Title Policy Omissions to the
Seller. On the later of November 24, 2002 and 60 days following delivery of the
notice contemplated by the prior sentence, the Purchaser may, in its sole
discretion, require the Seller to (and, at the direction of the Purchaser or its
designee, the Seller shall) establish with or deliver to, as applicable, the
Purchaser or its designee, with respect to each Mortgage Loan as to which there
then exists a Recording/Title Policy Omission, a cash reserve (a
"Recording/Title Policy Omission Cash Deposit") or a letter of credit (a
"Recording/Title Policy Omission Credit") in an amount equal to 25% of the then
outstanding principal balance of such Mortgage Loan. In furtherance of the two
preceding sentences, the Purchaser or its designee shall establish one or more
accounts (individually and collectively, the "Special Reserve Accounts"), each
of which shall be an Eligible Account, and the Purchaser or its designee shall
deposit any funds constituting all or part of a Recording/Title Policy Omission
Cash Deposit into the Special Reserve Account within one Business Day of
receipt. The Seller may direct the Purchaser or its designee to invest or cause
the investment of the funds deposited in the Special Reserve Account in one or
more Permitted Investments that bear interest or are sold at a discount and that
mature, unless payable on demand, no later than the Business Day prior to the
next Master Servicer Remittance Date. The Purchaser or its designee shall act
upon the written instructions of the Seller with respect to the investment of
funds in the Special Reserve Account in such Permitted Investments, provided
that in the absence of appropriate written instructions from the Seller, the
Purchaser or its designee shall have no obligation to invest or direct the
investment of funds in such Special Reserve Account. All income and gain
realized from the investment of funds deposited in such Special Reserve Account
shall be for the benefit of the Seller and shall be withdrawn by the Purchaser
or its designee and remitted to the Seller on each Master Servicer Remittance
Date (net of any losses incurred), and the Seller shall remit to the Purchaser
or its designee from the Seller's own funds for deposit into such Special
Reserve Account the amount of any realized losses (net of realized gains) in
respect of such Permitted Investments immediately upon realization of such net
losses and receipt of written notice thereof from the Purchaser or its designee;
provided that the Seller shall not be required to make any such deposit for any
realized loss which is incurred solely as a result of the insolvency of the
federal or state depository institution or trust company that holds such Special
Reserve Account. Neither the Purchaser nor any of its designees shall have any
responsibility or liability with respect to the investment directions of the
Seller, the investment of funds in the Special Reserve Account in Permitted
Investments or any losses resulting therefrom. A Recording/Title Policy Omission
Credit shall (i) entitle the Purchaser or its designee to draw upon the
Recording/Title Policy Omission Credit on behalf of the Purchaser upon
presentation of only a sight draft or other written demand for payment, (ii)
permit multiple draws by the Purchaser or its designee, and (iii) be issued by
such issuer and contain such other terms as the Purchaser or its designee may
reasonably require to make such Recording/Title Policy Omission Credit
reasonably equivalent security to a Recording/Title Policy Omission Cash Deposit
in the same amount. Once a Recording/Title Policy Omission Cash Deposit or
Recording/Title Policy Omission Credit is established with respect to any
Mortgage Loan, the Purchaser or its designee shall, from time to time, withdraw
funds from the related Special Reserve Account or draw upon the related
Recording/Title Policy Omission Credit, as the case may be, and apply the
proceeds thereof to pay the losses or expenses directly incurred by the
Purchaser or its designee as a result
11
of a Recording/Title Policy Omission in respect of such Mortgage Loan. The
Recording/Title Policy Omission Cash Deposit or Recording/Title Policy Omission
Credit or any unused balance thereof with respect to each Mortgage Loan will be
released to the Seller by the Purchaser or its designee upon the earlier of the
Seller's cure of all Recording/Title Policy Omissions with respect to such
Mortgage Loan (provided that the Purchaser has been reimbursed with respect to
all losses and expenses relating to Recording/Title Policy Omissions with
respect to such Mortgage Loan) or such Mortgage Loan no longer being a part of
the Trust Fund under the Pooling and Servicing Agreement. The rights to require
and apply the proceeds of a Recording/Title Policy Omission Cash Deposit or
Recording/Title Policy Omission Credit with respect to a Mortgage Loan under
this Section 5(b) are in addition to the rights afforded with respect to a
Breach or Document Defect under Section 5(a), and the exercise of rights with
respect to a Mortgage Loan under this Section 5(b) shall not preclude or
otherwise limit the exercise of rights afforded with respect to a Breach or
Document Defect under Section 5(a) or constitute a waiver thereof.
(c) If any Recording/Title Policy Omission materially interferes with the
Purchaser's or its designee's ability to respond to any Mortgagor's request,
including requests for assumptions, releases and modifications, the Seller
shall, at its own cost and expense, reasonably assist and cooperate with the
Purchaser or such designee to the extent reasonably necessary to appropriately
respond to such requests, including, but not limited to delivering such
additional assignments or evidence of assignments as may be necessary to process
such requests.
(d) The obligation of the Seller to repurchase a Mortgage Loan pursuant to
this Section 5 extends to any REO Loan as to which a Material Document Defect or
Material Breach existed as to the subject predecessor Mortgage Loan prior to the
related Mortgaged Property becoming an REO Property and as to which the Seller
had been notified of the Material Document Defect or Material Breach at least 90
days prior to such Mortgaged Property becoming an REO Property.
SECTION 6. 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 Section 5 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 7. Closing. The closing of the sale of the Mortgage Loans (the
"Closing") shall be held at the offices of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M., New York City time, on the
Closing Date.
The Closing shall be subject to each of the following conditions:
12
(a) All of the representations and warranties of the Seller set forth in or
made pursuant to Sections 3(a) and 3(b) of this Agreement, and all of the
representations and warranties of the Purchaser set forth in Section 4 of this
Agreement, shall be true and correct in all material respects as of the Closing
Date;
(b) Insofar as it affects the obligations of the Seller hereunder, the
Pooling and Servicing Agreement shall be in a form mutually acceptable to the
Purchaser and the Seller;
(c) All documents specified in Section 8 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 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 8. 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 of 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 initial 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
13
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 initial 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/or the Indemnification Agreement, (ii) the organizational
documents of the Seller or the Additional Party, as the case 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
initial 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 initial
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, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, special counsel
to the Seller, the Additional Party and the Co-Indemnitor, substantially in the
form attached
14
hereto as Exhibit C-1, dated the Closing Date and addressed to the initial
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, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ 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 initial
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 9. Costs. 48.6420% of all reasonable out-of-pocket costs and expenses
incurred by the Seller, the initial Purchaser, the Underwriters, the Placement
Agents and the seller of the Other 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 10. 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
15
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 11. 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 12. 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, the Additional Party and/or the Co-Indemnitor 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 13. 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 14. 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 15. 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
16
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
AGREEMENT.
SECTION 16. 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 17. 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.
SECTION 18. 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.
17
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 ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
ADDITIONAL PARTY
----------------
UBS PRINCIPAL FINANCE LLC
By:
------------------------------------
Name:
Title:
By:
------------------------------------
Name:
Title:
Address for Notices:
1285 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
18
PURCHASER
STRUCTURED ASSET SECURITIES
CORPORATION
By:
------------------------------------
Name:
Title:
Address for Notices:
Structured Asset Securities Corporation
Three World Financial Center
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
19
EXHIBIT A
MORTGAGE LOAN SCHEDULE
MORTGAGE
LOAN
NUMBER PROPERTY NAME ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ 100, 300, ▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
3a ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
3b ▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
3c ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇, & ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
5 Citi Properties Various San Francisco CA Various
5a ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
5b ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
5c ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
5d ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
5e ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
5f ▇▇▇ ▇'▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇'▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
5g ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
5h ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
5i ▇▇▇ ▇'▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇'▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
5j ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
5k ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
6 Philip's at Sunrise Shopping Center ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
7 Village at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
7a Village at Main Street Apartments ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
7b Village at Main Street Commercial Center ▇▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Offices & Bally's ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
9 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
10 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
11 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
16 ▇▇▇▇▇ Mountain Industries ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
19 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
22 Shadowood Office Park ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
23 San ▇▇▇▇▇▇▇▇ Value Square 12910-12980 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
24 Remington Canyon Apartments ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
34 Metroplex Tech Center I ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
40 Trophy Properties Various San Francisco CA Various
40a ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
40b ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
40c ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
50 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
51 Super Stop & Shop ▇▇▇▇ ▇▇▇▇'▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
54 Latrobe ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
62 ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Apartments ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
64 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
70 Holand Office Portfolio Various Various NY Various
70a ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
70b ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
70c ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
71 United Jersey Bank Plaza ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
72 ▇▇▇▇▇'▇ Crossing Shopping Center 1230, 1232 & ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
74 Middlesex Business Center 100, 200 & ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
75 Clarion Hotel & Towers ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
77 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
79 Ronbotics Building ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
86 Southlake Portfolio ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
87 Savage Mill ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Shopping Center ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
95 Montclair A&P Center ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
96 Congress Professional Center II ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
98 ▇▇▇▇▇▇ Gardens ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
101 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Apartments ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
104 Sarasota One Stop ▇▇▇▇-▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
105 Walgreens ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Warehouse 300 Perimeter Point & ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ II ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Phase II ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
113 Penn's Market ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇-▇▇▇▇ & ▇▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
115 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
121 2715 Bissonnet Office Building ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
123 Office Depot- Joplin ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
126 18904-18916 Roscoe Boulevard ▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
127 Office Depot - Rogers ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
128 Washington Mutual Bank Building ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
131 Casa Nueva Apartments ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
132 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
133 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
134 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
135 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
136 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
137 Trinity Lofts 249/251 and ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
138 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
139 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
141 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
142 ▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
ORIGINAL REMAINING REMAINING
MONTHLY P&I MORTGAGE TERM TO MATURITY- AMORTIZATION
CUT-OFF DATE BALANCE PAYMENT RATE MATURITY ARD TERM
---------------------------------------------------------------------------------------------------
$57,857,975.17 405,941.65 7.5100 117 02/11/11 357
$39,905,968.62 286,564.90 7.7500 117 02/11/11 357
$39,638,997.87 279,143.69 7.5600 118 03/11/11 358
$38,888,374.35 278,861.96 7.7300 116 01/11/11 356
$32,906,863.43 237,557.27 7.8000 116 01/11/11 356
$28,464,094.31 200,448.37 7.5600 118 03/11/11 358
$26,718,414.33 192,750.57 7.8100 118 03/11/11 358
$25,946,805.47 193,492.70 7.5800 118 03/11/11 298
$21,946,068.12 153,997.87 7.5100 117 02/11/11 357
$21,771,969.23 152,130.32 7.4800 118 03/11/11 358
$19,794,647.85 143,719.66 7.8600 116 01/11/11 356
$14,232,230.44 100,615.65 7.6000 118 03/06/11 358
$13,483,381.20 95,784.43 7.6500 118 03/11/11 358
$13,466,886.14 94,393.96 7.5000 117 02/11/11 357
$13,268,198.91 94,365.41 7.6500 117 02/11/11 357
$10,719,354.38 77,014.32 7.7500 116 01/11/11 356
$10,519,924.55 75,581.49 7.7500 116 01/11/11 356
$10,244,209.43 71,844.29 7.5000 116 01/11/11 356
$10,117,237.73 71,247.09 7.5600 118 03/11/11 358
$8,473,760.04 63,082.51 8.1200 115 12/11/10 355
$8,469,289.10 59,584.00 7.5500 118 03/11/11 358
$7,639,630.12 52,290.30 7.2700 118 03/11/11 358
$7,310,587.84 51,082.29 7.4800 118 03/11/11 358
$6,800,000.00 52,135.02 8.2900 112 09/11/10 336
$6,783,320.42 47,546.59 7.5000 117 02/11/11 357
$6,780,614.88 48,716.03 7.7500 116 01/11/11 356
$6,374,487.62 46,337.83 7.8600 114 11/11/10 354
$6,254,530.88 45,498.10 7.8750 115 12/11/10 355
$6,186,052.99 45,536.63 8.0100 117 02/11/11 357
$5,983,733.94 44,025.87 8.0000 116 01/11/11 356
$5,945,799.35 45,304.45 7.8000 116 01/11/11 296
$5,900,000.00 43,054.44 7.7500 116 01/11/11 336
$5,583,218.78 39,156.01 7.5000 116 01/11/11 356
$5,524,438.68 46,922.17 8.6600 80 01/01/08 260
$5,174,472.73 36,439.40 7.5600 118 03/11/11 358
$4,986,444.93 36,688.23 8.0000 116 01/11/11 356
$4,493,839.14 30,636.91 7.2300 118 03/11/11 358
$4,194,735.68 29,597.43 7.5800 118 03/11/11 358
$4,189,713.22 32,294.37 8.5000 116 01/11/11 356
$4,062,797.53 34,849.49 8.2500 116 01/11/11 236
$3,538,966.24 26,271.72 8.0900 115 12/11/10 355
$3,508,623.54 26,039.88 8.0800 114 11/11/10 354
$3,400,000.00 25,762.88 8.1600 114 11/11/10 336
$3,300,688.00 25,366.50 7.9000 116 01/11/11 296
$2,975,212.14 23,490.87 8.7500 113 10/11/10 353
$2,868,466.69 20,995.61 7.9500 117 02/11/11 357
$2,693,759.63 19,530.04 7.8500 117 02/11/11 357
$2,437,559.25 18,950.09 8.0250 115 12/11/10 295
$2,343,466.71 17,039.13 7.8750 116 01/11/11 356
$2,292,285.67 16,477.48 7.7500 115 12/11/10 355
$2,224,975.15 16,362.93 8.0000 117 02/11/11 357
$2,194,035.77 16,142.82 8.0000 116 01/11/11 356
$2,080,000.00 15,319.76 7.8500 117 02/11/11 336
$1,994,523.04 14,605.64 7.9500 116 01/11/11 356
$1,938,547.11 14,121.83 7.9000 117 02/11/11 357
$1,908,647.51 13,558.82 7.6500 118 03/11/11 358
$1,893,669.60 13,651.24 7.7800 115 12/11/10 355
$1,723,063.29 12,657.44 8.0000 118 03/11/11 358
$1,593,699.61 12,189.40 8.4000 113 10/01/10 353
$1,368,870.95 16,893.53 7.8750 116 01/11/11 116
$1,243,911.08 9,611.42 8.5000 111 08/11/10 351
$1,194,928.53 9,698.67 9.0500 111 08/01/10 351
$1,174,757.97 9,045.33 7.9500 118 03/11/11 298
$1,173,317.95 14,480.17 7.8750 116 01/11/11 116
$1,069,783.82 13,346.04 8.0000 115 12/11/10 115
$1,037,035.21 7,450.69 7.7500 116 01/11/11 356
$921,617.14 6,949.22 8.2500 114 11/11/10 354
$857,738.18 6,400.53 8.1500 116 01/11/11 356
$854,000.00 6,206.92 7.9000 120 05/11/11 360
$783,000.00 5,690.89 7.9000 120 05/11/11 360
$749,000.00 5,443.77 7.9000 120 05/11/11 360
$721,000.00 5,240.27 7.9000 120 05/11/11 360
$718,000.00 5,218.46 7.9000 120 05/11/11 360
$696,582.60 5,519.15 8.2500 115 12/11/10 295
$678,000.00 4,927.74 7.9000 120 05/11/11 360
$663,123.15 4,787.14 7.8000 116 01/11/11 356
$622,301.67 4,782.52 7.9000 116 01/11/11 296
$616,255.81 4,448.80 7.8000 116 01/11/11 356
$570,711.11 4,197.13 8.0000 117 02/11/11 357
ADMINI-
INTEREST STRATIVE
ACCRUAL COST
BASIS RATE
--------------------------
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
Act/360 0.101
MORTGAGE PRIMARY MORTGAGE
LOAN SERVICING GROUND LOAN
NUMBER PROPERTY NAME FEE LEASE? SELLER
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ 0.050 Fee Simple UBS
3a ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ UBS
3b 600-800 Plaza Drive UBS
▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇ ▇▇▇▇▇▇ ▇▇▇▇ Plaza 0.050 Fee Simple UBS
5 Citi Properties 0.050 Fee Simple UBS
5a ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ UBS
5b ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ UBS
5c ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ UBS
5d ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ UBS
5e ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ UBS
5f ▇▇▇ ▇'▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ Avenue UBS
5h 701 Fell Street UBS
5i ▇▇▇ ▇'▇▇▇▇▇▇▇ ▇▇▇▇▇▇ UBS
5j ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ UBS
5k ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ UBS
6 Philip's at Sunrise Shopping Center 0.050 Fee Simple UBS
7 Village at Main Street Portfolio 0.050 Fee Simple UBS
7a Village at Main Street Apartments UBS
7b Village at Main Street Commercial Center UBS
7c Village at Main Street Offices & Bally's Gym UBS
9 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.050 Fee Simple UBS
10 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.050 Fee Simple UBS
11 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.050 Fee Simple UBS
16 ▇▇▇▇▇ Mountain Industries 0.050 Fee Simple UBS
17 The Courtyards at Miami Lakes 0.050 Leasehold UBS
19 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.050 Fee Simple UBS
22 Shadowood Office Park 0.050 Fee Simple UBS
23 San ▇▇▇▇▇▇▇▇ Value Square 0.050 Fee Simple UBS
24 Remington Canyon Apartments 0.050 Fee Simple UBS
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 0.050 Fee Simple UBS
34 Metroplex Tech Center I 0.050 Fee Simple UBS
37 ▇▇▇▇▇ Central Market 0.050 Fee Simple UBS
39 Timberlands at Tomahawk Creek 0.050 Fee Simple UBS
40 Trophy Properties 0.050 Fee Simple UBS
40a ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ UBS
▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ UBS
40c ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ UBS
50 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.050 Fee Simple UBS
51 Super Stop & Shop 0.050 Leasehold UBS
54 Latrobe 30 Plaza 0.050 Fee Simple UBS
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 0.050 Fee Simple UBS
58 ▇▇▇▇▇▇ Crossing Shopping Center 0.050 Fee Simple UBS
59 The Quarry Shopping Center 0.050 Fee Simple UBS
60 Gateway Crossing Shopping Center 0.050 Fee Simple UBS
62 ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.050 Fee Simple UBS
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Apartments 0.050 Fee Simple UBS
64 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 0.050 Fee Simple UBS
70 Holand Office Portfolio 0.050 Fee Simple UBS
70a ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ UBS
70b ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ UBS
70c ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bank Plaza 0.050 Fee Simple UBS
72 ▇▇▇▇▇'▇ Crossing Shopping Center 0.050 Fee Simple UBS
74 Middlesex Business Center 0.050 Fee Simple UBS
75 Clarion Hotel & Towers 0.050 Fee Simple UBS
77 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.050 Fee Simple UBS
79 Ronbotics Building 0.050 Fee Simple UBS
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 0.050 Fee Simple UBS
86 Southlake Portfolio 0.050 Fee Simple UBS
87 Savage Mill 0.050 Fee Simple UBS
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Shopping Center 0.050 Fee Simple UBS
94 Lenoir Marketplace 0.050 Fee Simple UBS
95 Montclair A&P Center 0.050 Fee Simple UBS
96 Congress Professional Center II 0.050 Fee Simple UBS
98 ▇▇▇▇▇▇ Gardens 0.050 Fee Simple UBS
101 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 0.050 Fee Simple UBS
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Apartments 0.050 Fee Simple UBS
104 Sarasota One Stop 0.050 Fee Simple UBS
105 Walgreens 0.050 Fee Simple UBS
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Warehouse 0.050 Fee Simple UBS
109 Carrier Towne Crossing II 0.050 Fee Simple UBS
110 ▇▇▇▇ ▇▇▇▇ Village 0.050 Fee Simple UBS
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.050 Fee Simple UBS
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Phase II 0.050 Fee Simple UBS
113 Penn's Market 0.050 Fee Simple UBS
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ 0.050 Fee Simple UBS
115 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.050 Fee Simple UBS
116 Country Club Townhomes 0.050 Fee Simple UBS
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ 0.050 Fee Simple UBS
121 2715 Bissonnet Office Building 0.050 Fee Simple UBS
123 Office Depot- Joplin 0.050 Fee Simple UBS
124 Ridglea Renaissance Office Building 0.050 Fee Simple UBS
125 Cypress Creek Shopping Center 0.050 Fee Simple UBS
126 18904-18916 Roscoe Boulevard 0.050 Fee Simple UBS
127 Office Depot - ▇▇▇▇▇▇ 0.050 Fee Simple UBS
128 Washington Mutual Bank Building 0.050 Fee Simple UBS
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mobile Home Park 0.050 Fee Simple UBS
130 Marlborough Apartments 0.050 Fee Simple UBS
131 Casa Nueva Apartments 0.050 Fee Simple UBS
132 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 0.050 Fee Simple UBS
133 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 0.050 Fee Simple UBS
134 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ 0.050 Fee Simple UBS
135 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.050 Fee Simple UBS
136 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 0.050 Fee Simple UBS
137 Trinity Lofts 0.050 Fee Simple UBS
138 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ 0.050 Fee Simple UBS
139 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 0.050 Fee Simple UBS
140 Weld Park 0.050 Fee Simple UBS
141 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 0.050 Fee Simple UBS
142 ▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 0.050 Fee Simple UBS
CREDIT LEASE LEASE
ARD ANTICIPATED LOAN (TENANT, ENHANCE- RESIDUAL
MORTGAGE REPAYMENT ARD GUARANTOR OR MENT VALUE
DEFEASANCE LOAN DATE SPREAD RATED PARTY) POLICY INSURANCE
Defeasance Yes 02/11/31 2.00 No Yes
Defeasance Yes 02/11/31 2.00 No Yes
Defeasance Yes 03/11/31 2.00 No Yes
Defeasance Yes 01/11/31 2.00 No Yes
Defeasance Yes 01/11/31 2.00 No Yes
Defeasance Yes 03/11/31 2.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance Yes 03/11/26 2.00 No Yes
Defeasance Yes 02/11/31 2.00 No Yes
Defeasance Yes 03/11/31 2.00 No Yes
Defeasance Yes 01/11/31 2.00 No Yes
Defeasance Yes 03/06/31 2.00 No Yes
Defeasance Yes 03/11/31 2.00 No Yes
Defeasance Yes 02/11/31 2.00 No Yes
Defeasance Yes 02/11/31 2.00 No Yes
Defeasance Yes 01/11/31 2.00 No Yes
Defeasance Yes 01/11/31 2.00 No Yes
Defeasance Yes 01/11/31 2.00 No Yes
Defeasance Yes 03/11/31 2.00 No Yes
Defeasance Yes 12/11/30 2.00 No Yes
Defeasance Yes 03/11/31 2.00 No Yes
Defeasance Yes 03/11/31 2.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance Yes 09/11/30 2.00 No Yes
Defeasance Yes 02/11/31 2.00 No Yes
Defeasance Yes 01/11/31 2.00 No Yes
Defeasance Yes 11/11/30 2.00 No Yes
Defeasance Yes 12/11/30 2.00 No Yes
Defeasance Yes 02/11/31 2.00 No Yes
Defeasance Yes 01/11/31 2.00 No Yes
Defeasance Yes 01/11/26 2.00 No Yes
Defeasance Yes 01/11/31 2.00 No Yes
Defeasance Yes 01/11/31 2.00 No Yes
Greater of 3%/2%/1% or Yield Maintenance No 00/00/0000 0.00 No No
Defeasance Yes 03/11/31 2.00 No Yes
Defeasance Yes 01/11/31 2.00 No Yes
Defeasance No 00/00/0000 0.00 No No
Defeasance Yes 03/11/31 2.00 No Yes
Defeasance Yes 01/11/31 2.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance Yes 12/11/30 2.00 No Yes
Defeasance Yes 11/11/30 2.00 No Yes
Greater of 1% or Yield Maintenance No 00/00/0000 0.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance Yes 02/11/31 2.00 No Yes
Defeasance Yes 12/11/25 2.00 No No
Defeasance No 00/00/0000 0.00 No Yes
Defeasance Yes 12/11/30 2.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance Yes 02/11/31 2.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance Yes 03/11/31 2.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance No 00/00/0000 0.00 No No
Defeasance No 00/00/0000 0.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
Defeasance No 00/00/0000 0.00 No Yes
MORTGAGE
CROSS LOAN SELLER
COLLATERALIZED LOAN ID
No 75622
No 6504
Yes - Citi Properties 71691
No 7301
Yes - Village 6838
No 7184
No 7782
No 7859
No 75621
No 112
No 7781
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No 7404
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No 7516
No 6816
No 7756
No 7709
No 7029
No 7019
No 7549
No 7187
No 7155
No 7241
Yes - Holland 7418
No 7783
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No 7016
No 7791
No 7720
No 7386
No 7630
No 7646
No 6662
No 7625
No 7788
No 7117
No 7519
No 6969
No 7784
No 7499
No 7143
No 7801
No 6983
No 7728
No 7637
No 6982
No 7785
No 7627
No 7882
No 11811
No 7422
No 6835
No 11154
No 7498
No 7327
No 7626
No 7365
No 7148
No 7645
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No 7405
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EXHIBIT B
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
EXHIBIT B
Representations and Warranties
Exhibit B to Mortgage Loan Purchase Agreement dated as of May 14, 2001
LB-UBS Series 2001-C2
---------------------
For purposes of these representations and warranties, the phrases "to
the knowledge of the Seller" or "to the Seller's knowledge" shall mean, except
where otherwise expressly set forth below, the actual state of knowledge of the
Seller regarding the matters referred to, in each case (i) after having
conducted such inquiry and due diligence into such matters as would be
customarily performed by prudent institutional commercial or multifamily (as
applicable) mortgage lenders, as applicable, and in all events as required by
the Seller's underwriting practices at the time of the origination of the
particular Mortgage Loan and (ii) subsequent to such origination utilizing the
servicing and monitoring practices customarily utilized by prudent commercial
mortgage loan servicers with respect to securitizable commercial and multifamily
mortgage loans, and the phrases "to the actual knowledge of the Seller" or "to
the Seller's actual knowledge" shall mean, except where otherwise expressly set
forth below, the actual state of the Seller's knowledge without any express or
implied obligation to make inquiry. All information contained in documents which
are part of or required to be part of a Mortgage File shall be deemed to be
within the knowledge and the actual knowledge of the Seller. Wherever there is a
reference to receipt by, or possession of, the Seller of any information or
documents, or to any action taken by the Seller or not taken by the Seller or
its agents or employees, such reference shall include the receipt or possession
of such information or documents by, or the taking of such action or the not
taking such action by, the Seller or any servicer acting on its behalf.
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:
1. The Seller hereby represents and warrants to the Trustee, for its
own benefit and the benefit of the Certificateholders, with respect to each
Mortgage Loan, as of the Closing Date or such other date specified in the
particular representation and warranty, that:
(a) The information pertaining to such Mortgage Loan set forth in the
Mortgage Loan Schedule was true and correct in all material
respects as of the Cut-off Date, and contains all the information
required to be part of the Mortgage Loan Schedule in accordance
with the definition thereof.
(b) As of the date of its origination, except for those Mortgage
Loans that were not originated by the Seller or an affiliate of
the Seller and that are set forth on Schedule B-1, 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. With respect
to each Mortgage Loan set forth on Schedule B-1, to the knowledge
of the Seller, 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. No action has been taken by the Seller or, to the Seller's
actual knowledge, any prior holder of such Mortgage Loan, that
would cause the representations and warranties made by the
related Mortgagor in the related Mortgage Loan documents not to
be true and correct in any material respect.
(c) The Seller is the sole owner of 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, encumbrances, security interests, participation interest
or any other ownership or security interest or any other interest
of any nature or kind encumbering such Mortgage Loan (other than
the related servicing rights); no provision of the Mortgage Note,
Mortgage(s) or other loan documents relating to such Mortgage
Loan prohibits or restricts the Seller's right to assign or
transfer such Mortgage Loan; and the Seller has validly and
effectively conveyed to the Trustee a legal and beneficial
interest in and to such Mortgage Loan free and clear of any lien,
claim or encumbrance security interests, participation interest
or any other ownership or security interest or any other interest
of any nature or kind. Such Mortgage Loan is properly endorsed as
provided in this Agreement and such endorsement is genuine.
(d) The proceeds of such Mortgage Loan have been fully disbursed and
there is no requirement for future advances thereunder. Any and
all requirements under such Mortgage Loan as to completion of any
material on-site or off-site improvement for which funds in
excess of the lesser of (i) $100,000 or (ii) 2.5% of the original
principal balance of such Mortgage Loan, were escrowed, have been
complied with in all material respects or any such funds so
escrowed have not been released in contravention of the related
Mortgage Loan documents.
(e) Each of the related Mortgage Note, Mortgage(s), Assignment(s) of
Leases, if any, and other agreements and instruments 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 (i) as such enforcement may
be limited by (A) bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors' rights
generally, and (B) by general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity
or at law), and (ii) that certain provisions in such loan
documents may be further limited or rendered unenforceable by
applicable law, but (subject to the limitations set forth in the
foregoing clause (i) such limitations will not render such loan
documents invalid as a whole or substantially interfere with the
mortgagee's realization of the principal benefits and /or the
security provided thereby, and (in the case of the related
Mortgage
2
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; and except for customary recourse
provisions including ones such as are described in Paragraphs (t)
and (ddd), the Mortgage Loan is non-recourse to the Mortgagor or
any other Person. With respect to each Mortgage Loan there exists
an Assignment of Leases either as a separate instrument or
incorporated into the related Mortgage. The Seller has the full
right to assign to the Trustee such Assignment of Leases and the
lien created thereby.
(f) Subject to the limitations and exceptions as to enforceability
set forth in Paragraph (e) above, there is no right of
rescission, offset, abatement, diminution or valid defense or
counterclaim with respect to any of the related Mortgage Note,
Mortgage(s) or other agreements executed in connection therewith
nor will the operation or exercise of any of the terms of the
Mortgage Note, Mortgage(s) or other agreements executed in
connection therewith render the Mortgage Note or the Mortgage
unenforceable in whole or in part or subject to any such right,
defense or claim; and, to the Seller's actual knowledge, no such
right, claim or defense has been asserted.
(g) The assignment of the related Mortgage(s) and Assignment(s) of
Leases to the Trustee has been duly authorized, executed and
delivered by Depositor and, subject to inserting assignee's name
and address and any missing recording information, is in
recordable form to validly and effectively convey the assignor's
interest and 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).
(h) Each related Mortgage is properly recorded, or has been submitted
for recording in proper form, in the applicable jurisdiction, all
applicable mortgage taxes and recording fees have been paid and
such Mortgage constitutes a legal, valid, perfected and, subject
to the limitations and exceptions in clause (i) of Paragraph (e)
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, water charges and sewer rents not yet due and
delinquent, and (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 and set forth as
3
exceptions and exclusions specifically referred to in the
lender's title policy described herein (or if such policy has not
yet been issued, a marked up pro forma title insurance policy or
commitment meeting the requirements set forth in Paragraph (l)
below) issued with respect to such Mortgage Loan (the exceptions
set forth in the foregoing clauses (A) and (B) collectively,
"Permitted Encumbrances"); and such Permitted Encumbrances do
not, individually or in the aggregate, materially and adversely
interfere with the benefits of the security intended to be
provided by such Mortgage, materially and adversely interfere
with the current use or operation of the related Mortgaged
Property or materially and adversely affect the value or
marketability of such Mortgaged Property. If the related
Mortgaged Property is currently operated by the related Mortgagor
as 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 as presently operated by the Mortgagor located on the
Mortgaged Property. Except as set forth on Schedule (h),
regardless of property type, the Mortgage, together with any
separate security interest, chattel mortgage or similar agreement
and UCC financing statement, if any, creates and establishes a
first priority, perfected security interest in all
Mortgagor-owned elevators, if any, on the related Mortgaged
Property. Each Mortgagor, with respect to each Mortgaged Property
containing an elevator, has represented and warranted that such
Mortgagor owns all the elevators in the related Mortgaged
Property and, Depositor had no knowledge, as of origination of
such Mortgage Loan, has no actual knowledge, as of the Closing
Date, that such representation and warranty is not true and
correct.
(i) The Seller has filed and/or recorded, or caused to be filed
and/or recorded, in all appropriate public filing and recording
offices and paid all filing fees and (unless otherwise exempt)
indebtedness taxes related thereto, 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 Mortgaged Properties operated by the related
Mortgagor as a hospitality property, all furniture, fixtures,
equipment and other personal property located at the subject
Mortgaged Property that are owned by the Mortgagor and reasonably
necessary or material to the operation of the subject Mortgaged
Property, and includes, regardless of property type, all
Mortgagor-owned elevators (or, if not filed and/or recorded, the
Seller has submitted such UCC-1 financing statements for filing
and/or recording
4
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.
(j) All taxes, governmental assessments, ground rents, water charges
or sewer rents, assessments for improvements and similar charges
that (A) could become a lien on any related Mortgaged Property of
priority equal to or higher than the lien of the related Mortgage
and (B) prior to the Cut-off Date became due and owing in respect
of, and materially affect, any related Mortgaged Property, have
been paid, or an escrow of funds in an amount sufficient to cover
such payments has been established.
(k) As of the date of its origination, to the Seller's knowledge,
there was no proceeding pending for condemnation of all or any
material portion of any related Mortgaged Property, 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 condemnation of all or any material
portion of any related Mortgaged Property, nor has there been any
such proceeding since origination and such Mortgaged Property is
free of material damage.
(l) 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 qualified or
licensed in the applicable jurisdiction, as required, insuring
the originator of such Mortgage Loan, its successors and assigns
(as sole insured), that each related Mortgage constitutes a valid
first priority 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 if such
policy has not yet been issued there is a binding commitment from
such title insurer to issue such policy evidenced by a written
"marked up" pro forma title policy or commitment marked as
binding and countersigned by the title insurer or its authorized
agent or accompanied by an escrow agreement signed by the title
insurer or its authorized agent confirming the title insurer's
obligation to deliver such policy; such title insurance policy
(or, if not issued, the coverage to be provided thereby) 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, without the consent of the insurer; no
claims have been made under such title insurance; and neither the
Seller nor, to the Seller's actual knowledge, any prior mortgagee
under such Mortgage Loan has done, by act or omission, anything
that would materially impair the coverage of any such
5
title insurance policy, and to the Seller's knowledge, no fact or
circumstance exists that would impair such coverage; such policy
or commitment contains no exclusion for (or, alternatively it
affirmatively insures, unless such coverage is unavailable in the
relevant jurisdiction for the relevant property type): (A) access
to a public road, (B) that there is no material encroachment by
any improvements on the related Mortgaged Property, and (C) that
the Mortgaged Property, as shown on the survey materially
conforms to the legal description of the related Mortgaged
Property. If the related Mortgaged Property consists of more than
one parcel used as a single tract, then, either (A) such parcels
are contiguous or (B) the failure of such parcels to be
contiguous does not materially interfere with the benefits of the
security intended to be provided by the related mortgage,
materially interfere with the current use or operation of such
Mortgaged Property or materially and adversely effect the value
or marketability of such Mortgaged Property.
(m) As of the date of its origination and, to the Seller's actual
knowledge, as of the Cut-off Date, all insurance required under
each related Mortgage was in full force and effect with respect
to each related Mortgaged Property; the related Mortgage required
that such insurance covered (except where a tenant having an
investment grade rating of its unsecured debt is permitted to
self-insure) such risks as were customarily acceptable to prudent
commercial or multifamily (as applicable) 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 included within the classification "All Risk of
Physical Loss" or the equivalent thereof in an amount, subject to
a deductible acceptable to a reasonably prudent commercial or
multifamily (as applicable) mortgage lender, at least equal to
100% of the full insurable replacement cost of the improvements
located on such Mortgaged Property without reduction for
depreciation (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), and if applicable,
the related hazard insurance policies contain appropriate
endorsements to avoid application of co-insurance, (B) business
interruption or rental loss insurance for a period of not less
than 12 months, (C) comprehensive general liability insurance in
an amount, which together with any required umbrella coverage,
would generally be required by a reasonably prudent commercial or
multifamily (as applicable) mortgage lender for similar
properties and in no event 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 or in "seismic zone" 3 or 4 and (2) a seismic
assessment as described below revealed a maximum probable or
bounded loss in excess of 20% of the amount of the estimated
replacement
6
cost of the improvements on such Mortgaged Property, seismic
insurance; it is an event of default under such Mortgage Loan if
the above-described insurance coverage is not maintained by the
related Mortgagor or a tenant at the Mortgaged Property (except
where a tenant having an investment grade rating of its unsecured
debt is allowed to self-insure), as applicable, 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 (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 or, to the
actual knowledge of the Seller, by any prior mortgagee under the
subject Mortgage Loan; all premiums under any such insurance
policy have been paid through the Cut-off Date; the insurance
policies specified in clauses (A), (B) and (C) above are required
to be maintained with insurance companies having "financial
strength" or "claims paying ability" ratings of at least "A:V"
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, and subject to any rights of the lessor under any
related Ground Lease as set forth in Paragraph uu (x) below and
the related exception schedules, 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. If the related Mortgaged
Property is located in the State of California or in "seismic
zone" 3 or 4, then: (A) either a seismic assessment was conducted
with respect to the related Mortgaged Property in connection with
the origination of such Mortgage Loan or earthquake insurance was
obtained; and (B) except as otherwise identified as exception (m)
on the schedule of exceptions attached hereto, the probable
maximum loss for the related Mortgaged Property as reflected in
such seismic assessment, if any, was determined based upon a
return period of not less than 100 years, an exposure period of
50 years and a 10% probability of incidence.
If any portion of the improvements on the related Mortgaged
Property was, at the time of origination, in an area identified
in the Federal Register by the Federal Emergency Management
Agency as having special flood hazards falling within zones A or
V in the national flood insurance program (an "SPF Area"), and
flood insurance was available, a flood insurance policy meeting
the then current guidelines of the Federal Insurance
Administration is in effect with a generally acceptable insurance
carrier, in an amount representing coverage not less than the
least of (1)
7
the outstanding principal balance of such Mortgage Loan, (2) the
full insurable actual cash value of those improvements located on
the related Mortgaged Property that are, in whole or in part, in
an SPF Area, (3) the maximum amount of insurance available under
the National Flood Insurance Act of 1968, as amended, and (4)
100% of the insurable replacement cost of those improvements
located on the related Mortgaged Property that are, in whole or
in part, in an SPF Area.
(n) Other than payments due but not yet 30 days or more delinquent,
there is, (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) to Depositor's actual knowledge, 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; provided, however, that this representation and
warranty does not cover any default, breach, violation or event
of acceleration that pertains to or arises out of the subject
matter otherwise specifically covered by any other representation
or warranty made by the Seller in this Exhibit B. Neither the
Seller nor, to the Seller's actual knowledge, any prior holder of
the such Mortgage Loan, has waived any 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. No
foreclosure action or other form of legal action is or has been
commenced by the Seller against the related Mortgagor with
respect to such Mortgage Loan.
(o) Such Mortgage Loan is not, and since the date of origination has
not been, 30 days or more past due in respect of any Scheduled
Payment (without giving effect to any grace period).
(p) 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 of such Mortgage Loan (except if such Mortgage
Loan is an ARD 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).
(q) Except as set forth as exception (q) on the schedule of
exceptions attached hereto, each related Mortgage or other loan
document relating to such Mortgage Loan does not provide for or
permit any related Mortgaged Property to secure any other
promissory note or obligation (other than another Mortgage Loan
in the Trust), without either (A) the prior written consent of
the holder of such Mortgage Loan or (B) the satisfaction of
8
conditions such as the execution and delivery of a subordination
and standstill agreement and a minimum combined debt service
coverage ratio.
(r) Such Mortgage Loan is a "qualified mortgage" within the meaning
of Section 860G(a)(3) of the Code. Accordingly, (A) such Mortgage
Loan is secured by an interest in real property having a fair
market value (1) at the date such Mortgage Loan was originated at
least equal to 80% of the original principal balance of such
Mortgage Loan or (2) at the Closing Date at least equal to 80% of
the principal balance of such Mortgage Loan on such date;
provided that for purposes hereof, the fair market value of the
real property interest must first be reduced by (X) the amount of
any lien on the real property interest that is senior to the
Mortgage Loan, and (Y) a proportionate amount of any lien that is
in parity with such Mortgage Loan (unless such other lien secures
a Mortgage Loan that is cross-collateralized with such Mortgage
Loan, in which event the computation described in clauses (A)(1)
and (A)(2) of this Paragraph (r) shall be made on a pro rata
basis in accordance with the fair market values of the Mortgaged
Properties securing such cross-collateralized Mortgage Loans); or
(B) substantially all the proceeds of such Mortgage Loan were
used to acquire, improve or protect the real property which
served as the only security for such Mortgage Loan (other than a
recourse feature or other third-party credit enhancement within
the meaning of Treasury regulation Section 1.860G-2(a)(1)(ii)).
Such Mortgage Loan does not permit the release or substitution of
collateral if such release or substitution (a) would constitute a
"significant modification" of such Mortgage Loan within the
meaning of Treasury regulation Section 1.1001-3, (b) would cause
such Mortgage Loan not to be a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code (without regard to
clauses (A)(i) or (A)(ii) thereof) or (c) would cause a
"prohibited transaction" within the meaning of Section 860F(a)(2)
of the Code. The related Mortgaged Property, if acquired in
connection with the default or imminent default of such Mortgage
Loan, would constitute "foreclosure property" within the meaning
of Section 860G(a)(8) of the Code.
(s) 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).
(t) Except for the Mortgage Loans set forth on Schedule T-1 for which
only a transaction screen has been performed, 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 as exception (t) on the schedule of
exceptions attached hereto, more than 12 months) preceding the
Cut-off Date, and to the Seller's knowledge as of origination
9
and to Depositor's actual knowledge as of the Closing Date, there
were or are, as applicable, no 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 American Society of Testing and Material
requirements and covered all environmental hazards typically
assessed for similar properties, including, but not limited to,
asbestos, lead-based paint, radon and other hazardous materials
typically associated with the use, type and/or tenants of such
Mortgaged Property; and none of the environmental reports
identify any circumstances or conditions that would (A)
constitute or result in a material violation of any applicable
environmental laws, (B) require any expenditure material in
relation to the principal balance of such Mortgage Loan to
achieve or maintain compliance in all material respects with any
environmental laws, or (C) require substantial cleanup, remedial
action or other material response under any environmental laws,
or if such report does identify circumstances as set forth in
(A), (B) or (C) above, then (1) the same have been remediated in
all material respects, (2) funds reasonably estimated to be
sufficient for such purposes based on the advise of independent
qualified environmental consultants and, in some cases,
environmental counsel, have been escrowed for purposes of
effecting such remediation and the related Mortgagor or other
responsible party is required to take remedial or other
appropriate action to address the environmental issue consistent
with the recommendations in such site assessment, (3) the cost of
the environmental issue relative to the value of such Mortgaged
Property was de minimis, or (4) environmental insurance covering
all costs, expenses and losses related to such circumstances,
subject to a deductible which would be acceptable to a reasonably
prudent commercial or multifamily (as applicable) mortgage
lender, in an amount reasonably estimated to be adequate for such
purpose has been obtained. If the Mortgaged Property is covered
by a secured creditor environmental insurance policy, then the
Seller: (x) has disclosed in the application for such policy or
otherwise to the insurer under such policy the "pollution
conditions" (as defined in such policy) that are identified in
any environmental reports related to such Mortgaged Property in
the Seller's possession or that are otherwise known to the
Seller; and (y) has delivered or caused to be delivered to the
insurer under such policy copies of all environmental reports in
the Seller's possession related to such Mortgaged Property, and
all premiums have been paid with respect to such policy and such
policy is in full force and effect. If for purposes of this
Paragraph (t) and the representations and warranties made herein,
the Seller is relying on the existence of environmental insurance
pursuant to sub-clause (4) above and such insurance is not
pursuant to a secured creditor environmental insurance policy,
then. with respect to such policy referred to in sub-clause (4)
for such Mortgaged Property: The Seller has no actual knowledge
of any environmental conditions not disclosed to the related
insurer, the mortgagee of such Mortgaged Property is entitled to
be an
10
additional insured under such policy, all premiums have been paid
for such policy and such policy is in full force and effect.
The Mortgagor with respect to such Mortgage Loan has represented,
warranted and covenanted generally to the effect that, to its
knowledge, except as set forth in the environmental reports
described above, it has not used, caused or permitted to exist,
and will not use, cause or permit to exist, on the related
Mortgaged Property, any Hazardous Materials in any manner which
violates applicable federal, state or local laws governing the
use, storage, handling, production or disposal of Hazardous
Materials at the related Mortgaged Property and (A) the related
Mortgagor and (except as set forth as exception (t)(A) on the
schedule of exceptions attached hereto) a natural person or an
entity with significant assets, other than any direct or indirect
interest in the Mortgaged Property, have agreed to indemnify the
mortgagee under such Mortgage Loan, and its successor and
assigns, against any losses, liabilities, damages, penalties,
fines, claims and reasonable out-of-pocket expenses (excluding
lost profits, consequential damages and diminution of value of
the Mortgaged Property, provided that if such Mortgage Loan has
an original principal balance equal to or greater than
$15,000,000 and is a Mortgage Loan as to which there is an
exclusion for "diminution in value" of the Mortgaged Property,
such Mortgage Loan is identified on Schedule T-2) paid, suffered
or incurred by such mortgagee resulting from such Mortgagor's
material violation of any environmental law or a material breach
of the environmental representations and warranties or covenants
given by the related Mortgagor in connection with such Mortgage
Loan or (B) environmental insurance has been obtained. Mortgage
Loans for which neither a natural person has provided the
indemnity set forth above nor environmental insurance has been
obtained are set forth as exception (t)(A) on the schedule of
exceptions attached hereto.
The Seller has not taken any action with respect to such Mortgage
Loan or the related Mortgaged Property that could subject the
Seller or its successors and assigns in respect of the Mortgage
Loan to liability under CERCLA or any other applicable federal,
state or local environmental law. The related Mortgage or other
loan documents require the Mortgagor to comply with all
applicable federal, state and local environmental laws and
regulations.
(u) The related Mortgage Note, Mortgage(s), Assignment(s) of Leases
and other loan documents securing such Mortgage Loan, if any,
contain customary and, subject to the limitation and exceptions
as to enforceability in Paragraph (e) above, 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
11
bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting creditors' rights generally as from time
to time in effect, and to general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law).
(v) The related Mortgagor is not a debtor in, and the related
Mortgaged Property is not subject to, any bankruptcy,
reorganization, insolvency or comparable proceeding.
(w) Such Mortgage Loan is secured by either a mortgage on a fee
simple interest or, pursuant to a Ground Lease, a leasehold
estate in a commercial property or multifamily property,
including the related Mortgagor's interest in the improvements on
the related Mortgaged Property.
(x) Such Mortgage Loan does not provide for negative amortization
unless such Mortgage Loan is an ARD Loan, in which case it may
occur only after the related Anticipated Repayment Date. Such
Mortgage Loan does not provide for any interest-only payments
without principal amortization.
(y) Such Mortgage Loan is a whole loan and not a participation in a
mortgage loan, contains no equity participation by the lender or
shared appreciation feature and does not provide for any
contingent or additional interest, including but not limited to,
any interest in the form of participation in the cash flow of the
related Mortgaged Property. Other than through foreclosure or
similar enforcement proceedings, the indebtedness evidenced by
such Mortgage Loan is not convertible into an ownership interest
in the related Mortgaged Property or the related Mortgagor.
(z) Except as set forth as exception (z) on the schedule of
exceptions attached 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 encumbered by a lien
in connection with any financing other than such Mortgage Loan or
another Mortgage Loan, including, but not limited to, any
subordinate or pari passu financing; and no such consent has been
granted by the Seller or, to the Seller's actual knowledge, any
prior holder of such Mortgage Loan. Except as set forth as
exception (z) on the schedule of exceptions attached hereto, as
of origination no related Mortgaged Property was, and to
Depositor's actual knowledge, as of Closing Date, no related
Mortgaged Property is, encumbered by a lien in connection with
subordinate or pari passu financing. The Mortgage requires the
Mortgagor to pay all reasonable out-of-pocket expenses associated
with securing the consent or approval of the holder of the
Mortgage for all actions involving the incurrence of additional
financing requiring such consent or approval
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under the Mortgage including, if applicable, the cost of counsel
opinions relating to REMIC or other securitization and tax
issues.
(aa) Except with respect to transfers of certain non-controlling
and/or minority interests in the related Mortgagor as specified
in the related Mortgage, 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). The Mortgage requires the Mortgagor to pay all
reasonable fees and expenses associated with securing the consent
or approval of the holder of the Mortgage for all actions
involving the transfer of interests in such Mortgagor or the
related Mortgaged Property requiring such consent or approval
under the Mortgage including the cost of any required counsel
opinions relating to REMIC or other securitization and tax
issues.
(bb) Except as set forth as exception (bb) on the schedule of
exceptions attached hereto, 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 Initial
Pool Balance.
(cc) 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; and no
instrument that is not part of the related Mortgage File has been
executed that would effect any such waiver, modification,
satisfaction, cancellation, rescission or release. No
alterations, modifications or assumptions of any kind have been
given, made or consented to since March 1, 2001 and no waivers
other than those related to routine operational matters or minor
covenants have been given since March 1, 2001. The Seller has not
taken any affirmative action that would cause the representations
and warranties of the related Mortgagor under the Mortgage Loan
not to be true and correct in any material respect.
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(dd) Each related Mortgaged Property was inspected by or on behalf of
the Seller or the related originator in the seven (7) month
period prior to the related origination date.
(ee) Except in cases where either (A) a release of a portion of the
related Mortgaged Property was contemplated at origination of the
Mortgage Loan and such portion was not considered material for
purposes of underwriting the Mortgage Loan and was not considered
material in determining the appraised value of such Mortgaged
Property, (B) the release is conditioned upon the satisfaction of
certain underwriting and legal requirements and/or the payment of
a release price and such requirements and/or release price would
be considered reasonable by a prudent institutional commercial or
multifamily (as applicable) mortgage lender or (C) or the release
is conditioned on the delivery, in accordance with the terms of
the Mortgage Loan documents, of Defeasance Collateral in the form
of Government Securities, the related Mortgage Note or Mortgage
does not require the holder thereof to release all or any portion
of the related Mortgaged Property from the lien of the related
Mortgage except upon payment in full of all amounts due under
such Mortgage Loan.
(ff) The related Mortgagor has covenanted in the Mortgage Loan
documents to be qualified to do business in the jurisdiction of
the related Mortgaged Property, to the extent required by
applicable law, and to maintain the related Mortgaged Property in
compliance in all material respects with all applicable laws,
zoning ordinances, rules, covenants and restrictions affecting
the construction, occupancy, use and operation of such Mortgaged
Property, and the related originator performed the type of due
diligence in connection with the origination of such Mortgage
Loan customarily performed by prudent institutional commercial or
multifamily (as applicable) mortgage lenders with respect to the
foregoing matters; neither the Seller nor, to the Seller's actual
knowledge, any prior holder of such Mortgage Loan, has received
any notice of any material violation of any applicable laws,
zoning ordinances, rules, covenants or restrictions affecting the
construction, occupancy, use or operation of such Mortgaged
Property other than legal non-conforming uses or structures; any
material non-conformity with zoning laws constitutes a legal
non-conforming use or structure, which in the event of casualty
or destruction, under current laws and ordinances, may be
restored or rebuilt to the full extent of the use or structure at
the time of such casualty or destruction, or law and ordinance
insurance coverage has been obtained in an amount which would be
acceptable to a prudent institutional commercial or multifamily
(as applicable) mortgage lender for a similar property and
circumstances; 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, to the extent in effect at the time
of construction, building restrictions of such
14
property or across any easements to an extent which would have a
material adverse affect on the related Mortgagor's current use
and operation of such Mortgaged Property (unless affirmatively
covered by the title insurance referred to in Paragraph (l) above
or law and ordinance coverage has been obtained), and no
improvements on adjoining properties encroached upon such
Mortgaged Property to any material extent. To Depositor's
knowledge as of origination and, to Depositor's actual knowledge
as of the Closing Date, the related Mortgagor or its agent was or
is, as applicable, in possession of all material licenses,
permits and franchises required by applicable law for ownership
and operation of the related Mortgaged Property as presently
operated by the Mortgagor.
(gg) For each Mortgage Loan the related Mortgagor has covenanted in
the Mortgage Loan documents to deliver to the mortgagee annual
operating statements, rent rolls and related information of each
related Mortgaged Property and annual financial statements. For
each Mortgage Loan with an original principal balance greater
than $3 million, the related Mortgagor has covenanted to provide
such operating statements, rent rolls and related information on
a quarterly basis. For any Mortgage Loan with an original
principal balance equal to or greater than $20 million, the
annual financial statements are required be audited by an
independent certified public accountant or shall be audited by an
independent certified public accountant upon the request of the
mortgagee.
(hh) 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 the related Mortgage Loan documents to be a Special
Purpose Entity for so long as such Mortgage Loan is outstanding;
and, except in the case of the Mortgage Loans identified as
exception (hh) on the schedule of exceptions attached hereto, if
such Mortgage Loan has a Cut-off Date Balance greater than $5
million and less than $25 million, the related Mortgagor is
obligated by its organizational documents and/or the related
Mortgage Loan documents to own the related Mortgaged Property and
no other material assets, except such as are incidental to the
ownership of such Mortgaged Property for so long as such Mortgage
Loan is outstanding. For purposes of this representation,
"Special Purpose Entity" means an entity whose organizational
documents or the related Mortgage Loan documents provide
substantially to the effect that such entity: (A) is formed or
organized solely for the purpose of owning and operating one or
more of the Mortgaged Properties securing the related Mortgage
Loan, (B) may not engage in any business unrelated to the related
Mortgaged Property or Mortgaged Properties, (C) does not have any
material assets other than those related to its interest in and
operation of such Mortgaged Property or Mortgaged Properties, (D)
may not incur indebtedness other than as permitted by the related
Mortgage or other Mortgage Loan documents, (E) has its own books
and records separate and apart from any other Person, and (F)
holds itself out as a legal entity, separate and apart
15
from any other Person. The organizational documents of any
Mortgagor on a Mortgage Loan with an initial principal balance of
$15 million and above which is a single member limited liability
company provide that the Mortgagor shall not dissolve or
liquidate upon the bankruptcy, dissolution, liquidation or death
of the sole member. Any such single member limited liability
company Mortgagor on a Mortgage Loan with an initial principal
balance of $15 million and above is organized in a jurisdiction
that provides for such continued existence and with respect to
such a Mortgagor on any loan with an initial principal balance of
$25 million or more, there was obtained opinion of counsel
confirming such continued existence. The organizational documents
for the Mortgagor on any Mortgage Loan, or for each Mortgagor
that is part of a group of affiliated Mortgagors with Mortgage
Loans, equal to or greater than 2% of the Initial Pool Balance,
and all Mortgage Loans with an original principal balance equal
to or greater than $25 million, require the Mortgagor or its
general partner or managing member to have an independent
director, manager or member and for each such Mortgage Loan, or
group of Mortgage Loans with affiliated Mortgagors, there was
obtained a counsel's opinion regarding non-consolidation of the
Mortgagor in any insolvency proceeding of Mortgagor's general
partner or managing member, as applicable, the related property
manager, if an affiliate of such Mortgagor, or the equity holders
with more than 49% direct ownership interest in the related
Mortgagor.
(ii) No advance of funds has been made, directly or indirectly, by the
Seller, or to the actual knowledge of the Seller, by any prior
holder of such Mortgage Loan, to the related Mortgagor other than
pursuant to the related Mortgage Note; and no funds have been
received by the Seller, or to the actual knowledge of the Seller,
by any prior holder of such Mortgage Loan, from any Person other
than such Mortgagor or a property manager for or on account of
payments due on the related Mortgage Note. Neither the Seller,
any affiliate of the Seller, nor to the Seller's actual
knowledge, any originator or other prior holder of such Mortgage
Loan or any affiliate thereof, has any obligation to make any
capital contribution to, nor owns any equity interest in, any
related Mortgagor or guarantor.
(jj) As of origination, to Depositor's knowledge there were no, and as
of the Closing Date, to the Seller's actual knowledge, there are
no pending legal actions, suits, legal proceedings or
governmental investigations against or affecting the related
Mortgagor or any related Mortgaged Property that, in the judgment
of a reasonably prudent commercial or multifamily (as applicable)
mortgage lender, 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.
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(kk) All requirements of relevant federal, state and local law, rules
and regulations relating to the servicing of the Mortgage Loans
have been satisfied or complied with in all material respects.
(ll) To the extent required under applicable law as of the Closing
Date, the originator of such Mortgage Loan was authorized to do
business in each jurisdiction in which a related Mortgaged
Property is located at all times when it held such Mortgage Loan,
to the extent necessary to ensure the enforceability of such
Mortgage Loan.
(mm) 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 and, to the extent reasonable, all such fees and
expenses are the obligation of the Mortgagor.
(nn) If such Mortgage Loan is cross-collateralized, it is
cross-collateralized only with other Mortgage Loans in the Trust
Fund and so identified on the Mortgage Loan Schedule; and the
security interest/lien on each material item of collateral for
such Mortgage Loan has been assigned to the Trustee.
(oo) All liens on and security interests in any material items of
collateral securing such Mortgage Loan have been assigned to the
Trustee.
(pp) One or more engineering assessments were performed by an
Independent engineering consulting firm with respect to each
related Mortgaged Property during the 12-month period preceding
the Cut-off Date (or, if such Mortgage Loan is one of the
Mortgage Loans identified as exception (pp) on the schedule of
exceptions attached hereto, more than 12 months), and to the
Seller's knowledge as of origination, and to the Seller's actual
knowledge as of the Closing Date, there were or are, as
applicable, no 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 material deficiencies, material deferred maintenance or
similar conditions, either (A) the estimated cost has been
escrowed or a letter of credit has been provided or (B) repairs
have been made.
(qq) 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.
17
(rr) The related Mortgagor has represented to the Seller that, and to
the knowledge of the Seller, as of the date of origination of
such Mortgage Loan, and to the Seller's actual knowledge as of
the Closing Date, such Mortgagor, the related lessee, franchisor
or operator was or is, as applicable, in possession of all
licenses, permits and authorizations then required for use of the
related Mortgaged Property, which were or are, as applicable,
valid and in full force and effect. If the related Mortgaged
Property is improved by a hotel, the most recent inspection
report or survey by governmental authorities having jurisdiction
in connection with such licenses, permits and authorizations,
that is in the possession of the Seller, did not cite such
Mortgaged Property for material violations that have not been
cured or as to which a plan of correction has not been submitted
to and accepted by such governmental authorities.
(ss) The origination, servicing and collection practices used by the
Seller, or to the Seller's actual knowledge, any prior holder of
the Mortgage Note have been in all respects legal and have met
customary industry standards.
(tt) Except as set forth as exception (tt) on the schedule of
exceptions attached hereto, such Mortgage Loan is secured in
whole or in material part by a fee simple interest.
(uu) 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:
(i) such Ground Lease or a memorandum thereof has been duly
recorded, or submitted for recording in recordable
form, 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;
(ii) upon the foreclosure of such Mortgage Loan (or
acceptance of a deed in lieu thereof), the Trustee may
succeed to Mortgagor's interest in such Ground Lease
without the consent of the lessor thereunder (or, if
any such consent is required, it has been obtained
prior to the Closing Date) and, the lessee's interest
is further assignable by the Trustee 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);
(iii) such Ground Lease may not be materially amended or
modified without the prior written consent of the
mortgagee under such Mortgage Loan, any such action
without such consent is not binding on such mortgagee,
its successors or assigns, and neither the Seller nor,
to the Seller's actual knowledge any prior holder of
18
such Mortgage Loan, has consented to any amendment or
modification of such Ground Lease that is not included
in the related Mortgage File;
(iv) 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;
(v) such Ground Lease is in full force and effect and to
the actual knowledge of the Seller 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;
(vi) 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 that either (1) 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)
upon any termination of such Ground Lease the lessor
will enter into a new lease with such mortgagee upon
such mortgagee's request; originator and Depositor have
provided the lessor with notice of the Mortgage under
the Ground Lease and neither the Seller nor, to the
Seller's actual knowledge, any prior holder of such
Mortgage Loan have received any notice of default or
termination under the Ground Lease;
(vii) 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 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 the
leasehold interest in the related Mortgaged Property
evidenced by such Ground Lease;
(viii) the mortgagee under such Mortgage Loan is permitted a
reasonable opportunity (including where necessary
sufficient time to gain possession of the interest of
the lessee under such Ground Lease to
19
cure any curable default under such Ground Lease before
the lessor thereunder may terminate or cancel such
Ground Lease;
(ix) such Ground Lease has an original term (together with
any extension options, whether or not currently
exercised, set forth therein which in all circumstances
may be exercised and will be enforceable by the
mortgagee) that extends not less than 20 years beyond
the amortization period of such Mortgage Loan;
(x) 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;
(xi) such Ground Lease does not impose any restrictions on
use or subleasing which would be viewed as commercially
unreasonable by a prudent commercial mortgage lender,
and the lessor is not permitted to disturb the
possession, interest or quiet enjoyment of the
Mortgagor of the Mortgaged Property absent an uncured
default under the Ground Lease;
(xii) upon the request of the mortgagee under such Mortgage
Loan, the ground lessor is required to enter into a new
lease upon termination of the Ground Lease prior to the
expiration of the term thereof for any reason including
but not limited, as a result of the rejection thereof
by the related Mortgagor in bankruptcy; and
(xiii) the terms of the ground lease as of origination of such
Mortgage Loan are those set forth in the copy of the
ground lease contained in the Mortgage File, and to the
actual knowledge of Depositor since the date of
origination, 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, except as
evidenced by a written amendment contained in the
Mortgage File and included as a part of the copy of the
ground lease required to be delivered by the Seller.
(vv) 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
20
related Mortgage, (B) the related Mortgage does not by its terms
provide that it will be subordinated to the lien of any other
mortgage or other lien upon such fee interest, and (C) upon
occurrence of a default under the terms of the related Mortgage
by the related Mortgagor, the mortgagee under such Mortgage Loan
has the right to foreclose upon or otherwise exercise its rights
with respect to such fee interest.
(ww) Each related Mortgaged Property constitutes one or more complete
separate tax lots or, if any related Mortgaged Property is not a
separate tax lot, then the related Mortgagor has covenanted to
make all the necessary filings with the appropriate authority to
make the Mortgaged Property a separate tax lot and such Mortgage
Loan requires the escrowing of funds sufficient to pay taxes on
the whole existing tax lot until such time as such Mortgaged
Property becomes a separate tax lot. Each related Mortgaged
Property is served by a public water system, a public sewer (or,
alternatively, a septic) system, and other customary public
utility facilities.
(xx) (1) 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) 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 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 the defeased portion of such
Mortgage Loan, which defeased portion shall equal to at least
125% of the allocated loan amount of the portion of the Mortgaged
Property being released, (3) an independent accounting firm
certify that the Defeasance Collateral is sufficient to make such
payments, (4) the Mortgage Loan be assumed by (or at the request
of the mortgagee, be assumed by) a single-purpose entity
acceptable to the holder of such Mortgage Loan, and (5) counsel
provide an opinion letter to the effect that the Trustee has a
perfected security interest in such Defeasance Collateral prior
to any other claim or interest, or (C) provide that the
defeasance of such Mortgage Loan is subject to rating
confirmation by the Rating Agencies.
(yy) 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, the Pooling
and Servicing Agreement or as has been terminated.
21
(zz) As of origination, and to the Seller's actual knowledge, as of
the Closing Date, (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 or insured over by title insurance,
and (B) no rights were or are, as applicable, outstanding that
under law could give rise to any such mechanics' or materialmen's
lien that would be prior or equal to the lien of the related
Mortgage as insured by the related lender's title insurance
policy. 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 or insured over by
title insurance. Nothing in this Paragraph is intended to modify,
reduce or qualify the representations and warranties set forth in
Paragraph (h) above.
(aaa) The Due Date for each Mortgage Loan is scheduled to be the first
day or the eleventh day of the month.
(bbb) 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), 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 interest in all leases, subleases, licenses or other
agreements pursuant to which any Person is entitled to occupy,
use or possess all or any portion of the related Mortgaged
Property subject to the related Mortgage, and each assignor
thereunder has the full right to assign the same. The related
Mortgage or such Assignment of Leases provides for the
appointment of a receiver for rents, or allows the mortgagee to
enter into possession to collect rents or provides for rents to
be paid to the mortgagee (which may be by means of deposit into a
lockbox account) in the event of an event of default. To the
knowledge of the Seller as of origination, and to the actual
knowledge of the Seller as of the Closing Date, no person other
than the Mortgagor owns any interest in any payments due under
the related leases.
(ccc) The related Mortgagor is a Person formed or incorporated in a
jurisdiction within the United States.
(ddd) Except as set forth as exception (ddd) on the schedule of
exceptions attached hereto, a natural person as individual
guarantor or an entity with significant assets, other than any
direct or indirect interest in the Mortgaged Property, has
agreed, in effect, to be jointly and severally liable
22
with the related Mortgagor, for all liabilities, reasonable
out-of-pocket 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 the following (or
provisions substantially to the same effect) (A) any intentional
fraud or material intentional misrepresentation by the related
Mortgagor; (B) any failure of the related Mortgagor, or such
other individual or entity, to comply with the provisions of any
environmental indemnity made thereby; (C) misapplication or
misappropriation of rents (received after an event of default),
insurance proceeds or condemnation awards; and (D) the related
Mortgaged Property becoming an asset in a voluntary bankruptcy or
insolvency proceeding; provided that, instead of any breach
described in clause (B) of this paragraph, such entity (or
individual) may instead cover through environmental insurance
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.
(eee) if such Mortgage Loan has a Cut-off Date Balance of $15 million
or more and is identified on Schedule EEE-1 hereto as having a
"hard lock-box account", (A) the related lock-box account was
established prior to the first Due Date, (B) the related lock-box
account is under the control of the mortgagee or its designee,
and (C) either the tenants or the property manager of the related
Mortgaged Property remit payments directly to such lock-box
account.
(fff) If such Mortgage Loan is an ARD Loan, then:
(i) the related Anticipated Repayment Date is not less than
seven years from the origination date for such Mortgage
Loan;
(ii) 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
expenses related to the operation of the related
Mortgaged Property, amounts due under the related
Mortgage Loan documents, including, without limitation,
reserves established under such Mortgage Loan, and
payments for any other expenses which are approved by
mortgagee) will be applied to repay principal due under
such Mortgage Loan;
(iii) 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, or by a property
23
manager, into a designated account controlled by the
mortgagee under such Mortgage Loan; and
(iv) the interest rate of such Mortgage Loan will increase
by at least two (2) percentage points in connection
with the passage of its Anticipated Repayment Date.
(ggg) 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; and the appraiser,
to the actual knowledge of the Seller, had no interest, direct or
indirect, in the Mortgaged Property or the Mortgagor or in any
loan made on the security thereof and the appraiser's
compensation was not affected by the appraised value of the
Mortgaged Property or the approval or disapproval of the Mortgage
Loan.
Neither the Seller nor any employee thereof, nor to the Seller's
actual knowledge, the originator nor any employee or agent
thereof, is guilty of or participated in any fraud or material
intentional misrepresentation with respect to such Mortgage Loan
nor, to the Seller's actual knowledge by or on the part of the
Mortgagor, in connection with the origination of such Mortgage
Loan.
(hhh) The following statements are true with respect to each Mortgaged
Property: (i) the Mortgaged Property is located on or adjacent to
a public road, or has access to an irrevocable easement
permitting ingress and egress and (ii) to Depositor's knowledge,
except for de minimis violations or legal non-conforming parking,
the Mortgaged Property has parking to the extent, if any,
required under applicable law, including local ordinances.
Nothing in this clause (ii) is intended to modify, reduce or
qualify the representations and warranties set forth in Paragraph
(ff) above.
24
UBS WARBURG REAL ESTATE INVESTMENT INC. - THE SELLER
EXCEPTIONS TO THE MORTGAGE LOAN REPRESENTATIONS
REP. LOAN NAME CONTROL # EXCEPTIONS
---- --------- --------- ----------
b. See Schedule B-1 for a list of Various
Mortgage Loans that were not
originated by the Seller or an
affiliate of the Seller.
e. Ronbotics Building 78 Non-recourse to the borrowing entity but
guaranteed by some of the principals.
Sarasota One Stop 103 Non-recourse to the borrowing entity but
guaranteed by some of the principals.
18904-18916 Roscoe Boulevard 125 Non-recourse to the borrowing entity but
guaranteed by the principals for the first
three years of the loan.
Trinity Lofts 136 Non-recourse to the borrowing entity but
guaranteed by some of the principals.
Various Various Loans under $1,000,000 may have payment
guarantees for all or part of the term.
m. Various Various With respect to the seismic reports prepared in
connection with the Seller's loans, PML is
generally based on a return period of not less
than 475 years, an exposure period of 50 years
and a 10% probability of incidence.
REP. LOAN NAME CONTROL # EXCEPTIONS
---- --------- --------- ----------
m(E)(2). Washington Mutual Bank Building 127 PML is greater than 20%. The loan documents do
not require that the borrower carry earthquake
insurance, however, the tenant at the property
carries earthquake insurance.
q. Village at Main Street Portfolio 7 Second mortgage on property in place.
Fishkill Plaza 25 Borrower permitted to put up to $200,000
unsecured sub-debt in place for operating
expenses
t. See Schedule T-1 for a list of Various
Mortgage Loans for which only a
Transaction Screen has been
performed.
Cypress Creek Shopping Center 124 Environmental Report prepared more than 12
months prior to the Cut-off Date.
t(A). ▇▇▇▇▇▇ Meadow Plaza 3 Indemnity not by a natural person; indemnity by
▇▇▇▇▇ Financial Corp.
▇▇▇▇▇ Mountain Industries - 400 15 Indemnity not by a natural person; indemnity by
Plaza Drive ▇▇▇▇▇ Financial Corp.
Timberlands at Tomahawk Creek 38 Indemnity not by a natural person; indemnity by
Tetrad Corp.
Sarasota One Stop 103 Indemnity not by a natural person; indemnity by
Urban America, LP.
10950 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ Indemnity not a natural person; indemnity by
Menlo Equities LLC;
2
REP. LOAN NAME CONTROL # EXCEPTIONS
---- --------- --------- ----------
however, if minimum net worth covenant is
breached, two natural persons will be liable.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 18 Indemnity not by a natural person; indemnity by
Menlo Equities LLC; however, if minimum net
worth covenant is breached, two natural persons
will be liable.
Yarmouth Commons 81 Indemnity not by a natural person; indemnity by
Hampshire Management Co.
See Schedule T-2 for a list of Various
Mortgage Loans with an original
principal balance equal to or
greater than $15,000,000 for
which there is an exclusion for
diminution of value of the
Mortgaged Property.
z. Village at Main Street Portfolio 7 Second mortgage on property in place.
Fishkill Plaza 25 Borrower permitted to put up to $200,000
unsecured sub-debt in place for operating
expenses
aa. Carrier Towne Crossing II 108 The loan documents permit a one-time transfer
of the controlling interest in the borrower
without the prior consent of the mortgagee.
Any assumption fee in connection with this
transfer will be retained by the Seller.
bb. Citi Properties; 5, 39, 76, Affiliated Borrowers
Trophy Properties;
3
REP. LOAN NAME CONTROL # EXCEPTIONS
---- --------- --------- ----------
▇▇▇▇▇▇ Associates; 9, 61
250 ▇▇▇▇▇▇▇▇▇▇; and
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇; and ▇▇▇▇▇ - 3, 15 Affiliated Borrowers
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇. Carrier Towne Crossing II 108 Amendment to permit one-time transfer to the
Transferee Entity identified in the amendment
and payment of the assumption fees in
connection with such transfer to the Seller
(even after the loan is transferred to the
Trust).
gg. Citi Properties 5 Audited Financials are not required.
▇▇▇▇▇▇ Associates 76 Audited Financials are not required.
Trophy Properties 39 Audited financials are not required.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇. 9 Audited financials are not required.
hh. ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 61 Borrower does not have an independent director
and did not deliver a non-consolidation opinion.
Metroplex Tech Center I 33 Borrower does not have an independent director
and did not deliver a non-consolidation opinion.
▇▇▇▇▇ Central Market 36 Borrower does not have an independent director
and did not deliver a non-consolidation opinion.
Carrier Towne Crossing II 108 Borrower does not have an independent director
and did not deliver a non-
4
REP. LOAN NAME CONTROL # EXCEPTIONS
---- --------- --------- ----------
consolidation opinion.
ii. Lenoir Marketplace 93 To Seller's actual knowledge, subsequent to the
loan closing date, one of the principals of a
prior holder of the loan had acquired an equity
interest in the loan.
pp. Cypress Creek Shopping Center 124 Engineering Report was prepared more than 12
months before the Cut-off Date.
tt. Super Stop & Shop 50 Loan is secured by leasehold interest.
The Courtyards at Miami Lakes 16 Loan is secured by leasehold interest.
ddd. Timberlands at Tomahawk Creek 38 Recourse to Tetrad Corp. for carveouts.
Sarasota One Stop 103 Recourse to Urban America, LP. for carveouts.
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 10 Recourse to Menlo Equities LLC for carveouts;
however, if minimum net worth covenant is
breached, two natural persons will be liable.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 18 Recourse to Menlo Equities LLC for carveouts;
however, if minimum net worth covenant is
breached, two natural persons will be liable.
Yarmouth Commons 81 Recourse for carveouts to Hampshire Management
Co.
5
REP. LOAN NAME CONTROL # EXCEPTIONS
---- --------- --------- ----------
eee. See Schedule EEE-1 for a list of Various
Mortgage Loans with a "hard
lock-box account" as defined in
sections (A), (B) and (C) of
representation eee.
6
SCHEDULE B-1
------------
Loans Not Originated by the Seller or an Affiliate
--------------------------------------------------
Mortgage Loan Control # Description
------------- --------- -----------
United Jersey Bank Plaza 70 Originated through a correspondent
Lenoir Marketplace 93 Originated through a correspondent
Walgreens 104 Originated through a correspondent
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 114 Originated through a correspondent
Country Club Townhomes 115 Originated through a correspondent
Cypress Creek Shopping Center 124 Originated through a correspondent
Clarion Hotel & Tower 74 Purchased
7
SCHEDULE T-1
------------
Transaction screens were prepared for the following Mortgage Loans:
-------------------------------------------------------------------
MORTGAGE LOAN CONTROL #
------------- ---------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Apartments ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Phase II ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ 113
Country Club Townhomes 115
Office Depot - Joplin ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ Shopping ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mobile Home Park 127
Marlborough Apartments 129
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 131
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 132
2024 ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 134
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 135
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ 137
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 138
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 140
▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 141
8
SCHEDULE T-2
------------
Original Principal Balance Equal to or Greater than $15,000,000
for which there is an Exclusion for Diminution of Value
-------------------------------------------------------
MORTGAGE LOAN CONTROL #
------------- ---------
▇▇▇▇▇▇ Meadow Plaza 3
▇▇▇▇▇ - ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇
Lembi Multi-family Portfolio 5, 39, 76
(Citi Properties, Trophy Properties and ▇▇▇▇▇▇ Associates)
Philip's at Sunrise Shopping Center 6
Village at Main Street Portfolio 7
250 ▇▇▇▇▇▇▇▇▇▇ 9
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 10
215 Coles ▇▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ at Miami Lakes 16
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 18
9
SCHEDULE EEE-1
--------------
List of Mortgage Loans with a "hard lock-box account"
-----------------------------------------------------
MORTGAGE LOAN CONTROL #
------------- ---------
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 4
Philip's at Sunrise Shopping Center 6
Village at Main Street Portfolio 7
250 ▇▇▇▇▇▇▇▇▇▇ 9
10950 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 11
▇▇▇▇▇ - ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇