Fitch Ratings Affirms SFSC Grantor Trust Series 1997-1.

Business Editors

NEW YORK--(BUSINESS WIRE)--Oct. 13, 2003

SFSC Grantor Trust 1997-1, grantor trust pass-through certificates are affirmed by Fitch Ratings as follows:

-- $48 million class A-1 'AA+';

-- $5.5 million class A-2 'A+'.

The affirmations follow Fitch's annual review of the transaction.

The trust is collateralized by the borrower's leasehold interest in The San Francisco Shopping Centre (SFSC). SFSC, located in the Union Square area of San Francisco, CA, is an enclosed, eight-level regional mall, anchored by a 312,000 square foot (sf) Nordstrom. SFSC also contains approximately 200,000 sf of non-anchor gross leasable area, and includes such national tenants as Abercrombie and Fitch, Club Monaco, J. Crew, and Ann Taylor. The original term of the loan was four years, with four consecutive one-year extension options. The borrower has exercised three of the options and has one more remaining. At issuance the borrower purchased a LIBOR swap agreement with UBS effectively fixing the all-in interest rate on the certificates at 6.9%, which is required to be maintained through all exercised options.

The affirmation reflects the property's solid operating performance, including strong store sales per square foot (psf). Fitch's net cash flow (NCF) based on a calculated trailing twelve months (TTM) ended March 31, 2003, adjusted for capital expenditures, and non-cash items has decreased slightly since TTM March 2002, however NCF has increase 41% since issuance. The debt service coverage ratio (DSCR) based on Fitch's adjusted NCF and the Fitch stressed constant was 2.16 times (x) at TTM March 2003, compared to 2.19x at TTM March 2002 and 1.53x at issuance. The corresponding loan to value ratio based on an 8.5% capitalization rate, was 43.8% at TTM March 2003 compared to 40.6% at TTM March 2002 and 61.7% at issuance.

In May 2002, Westfield America LP (Westfield) purchased Rodamco North America NV's (Rodamco) interests in SFSC. Fitch considers this purchase favorable for the transaction based on Westfield's extensive shopping center experience.

Fitch will continue to monitor this transaction, as surveillance is ongoing.