================================================================================





                        ACADEMY STORE, L.P. [Transferor]



                                       and



                       ACADEMY PLAZA L.L.C. 1 [Transferee]



                                       and



         Wells Fargo Bank Minnesota, National Association, formerly known as

Norwest Bank Minnesota, National Association, as Trustee under that certain

Pooling and Servicing Agreement (PSA) dated as of May 1, 1999, for the

Registered Holders of First Union National Bank - Chase Manhattan Bank

Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series

1999-C2 [Lender]



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

                        ASSUMPTION OF NOTE, MORTGAGE AND

                   SECURITY AGREEMENT AND OTHER LOAN DOCUMENTS

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



                                       Dated:        As of October 9, 2001



                                       Location:     3200-3280 Red Lion Road

                                                     Philadelphia, Pennsylvania



                                       County:       Philadelphia





                                       RECORD AND RETURN TO:



                                       Thacher Proffitt & Wood

                                       11 West 42nd Street

                                       New York, New York 10036



                                       Attention: Anita Bergman, Esq.

                                       File No.: 86000-00786





================================================================================





{PAGE}





         THIS ASSUMPTION OF NOTE, MORTGAGE AND SECURITY AGREEMENT AND OTHER LOAN

DOCUMENTS (this "Agreement"), made this 9th day of October, 2001 among ACADEMY

STORE, L.P., a Delaware limited partnership having an address at c/o Bryant

Development Corp., 2900 Westchester Avenue, Purchase, New York, 10577

("Transferor"), ACADEMY PLAZA L.L.C. 1, a Delaware limited liability company,

having an address at c/o Cedar Bay Realty Advisors, Inc., 44 South Bayles

Avenue, Suite 304, Port Washington, New York 11050 ("Transferee"), and Wells

Fargo Bank Minnesota, National Association, formerly known as Norwest Bank

Minnesota, National Association, as Trustee under that certain Pooling and

Servicing Agreement (PSA) dated as of May 1, 1999, for the Registered Holders of

First Union National Bank - Chase Manhattan Bank Commercial Mortgage Trust,

Commercial Mortgage Pass-Through Certificates, Series 1999-C2, having an address

at 1031 10th Avenue SE, Minneapolis, Minnesota 55414 ("Lender"):



                                    RECITALS





         A. Transferor is the fee owner of an undivided 100% interest in the

Property (defined below).



         B. Lender is the owner and holder of the Note, the Security Instrument

and the Loan Documents (each as defined below).



         C. Transferee is purchasing from Transferor its undivided 100% interest

in the Property and is willing to assume the Debt (defined below).



         D. New Indemnitors (defined below) are willing to assume the payment

and performance of any and all obligations of the Existing Indemnitors (defined

below) in accordance with the terms of the Environmental Indemnity Agreement

(defined below), to the extent applicable, subject to the remaining provisions

of this Agreement.



         E. Transferor and Transferee have requested Lender's consent to the

sale and transfer of Transferor's undivided 100% interest in the Property

subject to the Loan Documents.



            NOW, THEREFORE, in consideration of the foregoing Recitals and other

valuable consideration, the receipt of which is hereby acknowledged, and in

consideration of the mutual promises of the parties hereto, the parties hereto

do mutually covenant and agree as follows:



                             Article 1 - DEFINITIONS



            Section 1.1 DEFINED TERMS. Capitalized terms used herein and not

specifically defined herein shall have the respective meaning ascribed to such

terms in the Security Instrument. As used in this Agreement, the following terms

shall have the following meanings:



            a. The term "Property" shall mean the real property described in

Exhibit A attached hereto and the personal and other property described in the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC