Securities Law & Instruments


MRRS- variation of order exempting issuer of asset-backed securitiesfrom the preparation, filing and delivery of continuous disclosuredocuments subject to certain conditions. Order varied to includein the exemption additional commercial mortgage pass-through certificatesissued since the date of the original order.

ApplicableOntario Statutory Provisions

SecuritiesAct, R.S.O. 1990, c.S.5, as am., s.144.















WHEREAS the local securities regulatory authority orregulator (the "Decision Maker") in each of Ontario, BritishColumbia, Alberta, Saskatchewan, Manitoba, Québec, NovaScotia, and Newfoundland and Labrador (the "Jurisdictions")issued on February 1, 2001 an order (the "Solar Order") pursuantto the securities legislation of the Jurisdictions (the "Legislation"),that provisions of the Legislation concerning the preparation,filing and delivery of interim and annual financial statementsand the annual filing of a form by a reporting issuer shallnot apply to Solar Trust/Fiducie Solar (the "Applicant") inrespect of an offering of commercial mortgage pass-through certificatesspecified in the Solar Order;

AND WHEREAS the Solar Order contemplates that the Applicantwill from time to time issue additional certificates in connectionwith similar asset-backed securities transactions, and willperiodically apply for a variation of the terms of the SolarOrder to extend the relief granted thereby to such additionalcertificates;

AND WHEREAS the Applicant has now completed an additionaloffering of commercial mortgage pass-through certificates andis seeking a variation of the Solar Order so as to extend suchrelief to such additional certificates;

AND WHEREAS the Applicant is seeking to clarify someambiguities in the Solar Order that may render the Solar Ordersomewhat unclear;

AND WHEREAS pursuant to the Mutual Reliance ReviewSystem for Exemptive Relief Applications (the "MRRS") the OntarioSecurities Commission is the principal regulator for this Application;

AND WHEREAS the Applicant has represented to the DecisionMakers as follows:

1.The Applicant is a private, special purpose trust which wasorganized pursuant to a declaration of trust under the lawsof Ontario dated July 5, 2000, the beneficiary of which is aregistered charity. The Applicant trustee is CIBC Mellon TrustCompany. The only security holders of the Applicant will bethe holders of its asset-backed securities (the "Certificateholders").

2.The Applicant's activities are limited to purchasing certainassets ("Securitized Assets") and of issuing asset-backed securitiesto fund the purchases of such Securitized Assets. The issuerhas no material assets and does not and will not carry on anyactivities other than the issuance of asset-backed securities.

3.The Toronto-Dominion Bank ("TD") administers the ongoing operationsof the Applicant pursuant to an administration agreement datedJuly 5, 2000 (the "Administration Agreement") for which TD receivesnominal consideration. The Applicant is not required to compensateTD for the fees and expenses paid on the Applicant's behalfthereunder.

4.The Applicant is a reporting issuer or equivalent pursuant tothe Legislation and is not in default of any of the requirementsthereunder. As described below, the Applicant has received relieffrom the continuous disclosure requirements under the Legislationfrom the securities regulatory authorities in the Jurisdictionsin respect of its initial public offering of $189,550,000 (initialcertificate balance) of pass-through certificates designatedas "Commercial Mortgage Pass-Through Certificates, Series 2000-1",which were issued on October 31, 2000.

5.On February 1, 2001 the Decisions Makers issued the Solar Orderpursuant to the Legislation that provisions of the Legislationconcerning the preparation, filing and delivery of interim andannual financial statements and the annual filing of a formby a reporting issuer shall not apply to the Applicant in respectof the offering of commercial mortgage pass-through certificatesspecified in the Solar Order.

6.In the Solar Order, the Applicant represented that it may fromtime to time seek to issue additional certificates in connectionwith similar asset-backed securities transactions which it mayundertake in the future, in which case the Applicant may seekfrom the Decision Makers a variation of the relief granted tothe Applicant so as to include such additional certificates.

7.The Solar Order contemplates the periodic application by theApplicant for a variation of the terms of the Solar Order toextend the relief granted thereby to such additional offerings.The Solar Order contemplates the extension of such relief toadditional offerings by means of periodic amendment to the definedterm "Additional Certificates", which is defined to mean theissuance of further certificates by the Applicant in connectionwith similar asset-backed securities transactions from timeto time.

8.Since the date of the Solar Order, the Applicant has made oneadditional offering of asset-backed securities, namely the CommercialMortgage Pass-Through Certificates, Series 2001-1 (as describedbelow).

9.On July 31, 2001 the Applicant filed a short form prospectusand on August 2, 2001 the Applicant filed a prospectus supplementwith each of the Canadian provincial securities regulatory authoritiesfor the issuance of $214,660,426 (initial certificate balance)of commercial mortgage pass-through certificates evidencingco-ownership interests in a pool of 47 conventional, fixed ratemortgage loans, designated as Commercial Mortgage Pass-ThroughCertificates, Series 2001-1 (the "Commercial Mortgage Pass-ThroughCertificates, Series 2001-1 Certificates") and received receiptsfor such prospectus from each of the Canadian provincial securitiesregulatory authorities. In this respect, in order for the Applicantto continue to be permitted the continuous disclosure reliefwhich was granted in the Solar Order, the Applicant hereby requeststhat the Solar Order be amended to include a reference to theCommercial Mortgage Pass-Through Certificates, Series 2001-1Certificates in the Schedule.

10.All of the factual statements concerning the Applicant thatare contained in the Solar Order remain true as of the datehereof.

11.All filing fees that would otherwise be payable by the Applicantin connection with the continuous disclosure requirements underthe Legislation are paid.

AND WHEREAS pursuant to the MRRS this DecisionDocument evidences the decision of each Decision Maker (collectively,the "Decision");

AND WHEREAS each of the Decision Makers is satisfiedthat the test contained in the Legislation that provides theDecision Maker with the jurisdiction to make the Decision hasbeen met;

IT IS ORDERED pursuant to the Legislation that:

1.The schedule to the Original Order (the "Schedule") be amendedby inserting, directly underneath the heading of "ADDITIONALCERTIFICATES" the following sentence: "In this Decision, thefollowing certificate and/or classes of certificates constitute"Additional Certificates"".

2.The Schedule to the Solar Order shall be amended by the deletionof the word "None", and the insertion of the following:

"1. $214,660,426 (initial certificate balance) of commercialmortgage pass-through certificates evidencing co-ownership interestsin a pool of 47 conventional, fixed rate mortgage loans, designatedas Commercial Mortgage Pass-Through Certificates, Series 2001-1".

3.Paragraph 4 of the Solar Order shall be amended by deletingthe words "additional certificates (the "Additional Certificates")"in the fourth line and by substituting the following words "AdditionalCertificates (as defined in the Schedule attached hereto)",in their place.

December 17, 2001.

"Paul Moore"      "R. Stephen Paddon"