UNDERWRITING AGREEMENT
New York, New York
________, 1997
[Name and Address of Underwriters]
Dear Sirs:
Chase Commercial Mortgage Securities Corp., a New York
corporation (the "Company"), proposes to issue its Mortgage
Pass-Through Certificates, Series 1997-__ (the "Certificates"),
consisting of __ classes designated as the Class [A-1], Class [A-2],
Class [X], Class [B], Class [C], Class [D], Class [E], Class [F],
Class [G], Class [H], Class [R] and Class [LR] Certificates under a
Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of________, 1997, among the Company, The Chase
Manhattan Bank, as servicer (in such capacity, the "Servicer"),
__________________, as special servicer (the "Special Servicer"),
______________, as fiscal agent (the "Fiscal Agent")
and____________________, as trustee (the "Trustee"), and proposes to
sell the Class [A-1], Class [A-2], Class [X], Class [B], Class [C],
Class [D] and Class [E] Certificates (collectively, the "Offered
Certificates") to the underwriters (the "Underwriters"). The
Certificates will represent in the aggregate the entire beneficial
ownership interest in a trust fund (the "Trust Fund") primarily
consisting of a segregated pool (the "Mortgage Pool") of multifamily
and mobile home community mortgage loans (the "Mortgage Loans"). The
Mortgage Loans will be acquired by the Company from The Chase
Manhattan Bank and____________________. (collectively, the "Mortgage
Loan Sellers") pursuant to ___ Mortgage Loan Purchase and Sale
Agreements (collectively, the "Purchase Agreements"), each by and
between the Company and each Mortgage Loan Seller, in exchange for
immediately available funds. The Offered Certificates are described
more fully in Schedule I hereto and in a registration statement which
the Company has furnished to you. This is to confirm the arrangements
with respect to your purchase of the Offered Certificates.
Capitalized terms used but not defined herein shall have
the meanings assigned thereto in the Final Prospectus (as hereinafter
defined).
1. Representations and Warranties. The Company represents and
warrants to, and agrees with, each Underwriter that:
(a) The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form
S-3 (the file numbers of which are set forth in Schedule I
hereto) for the registration of the Offered Certificates, among
other mortgage pass-through certificates, under the Securities
Act of 1933, as amended (the "1933 Act"), which registration
statement has become effective and copies of which have
heretofore been delivered to you. Such registration statement,
as amended at the date hereof, meets the requirements set forth
in Rule 415(a)(1)(x) under the 1933 Act and complies in all
other material respects with the 1933 Act and the rules and
regulations thereunder. The Company proposes to file with the
Commission pursuant to Rule 424 under the 1933 Act a supplement
to the form of prospectus included in such registration
statement relating to the Offered Certificates and the plan of
distribution thereof and has previously advised you of all
further information (financial and other) with respect to the
Offered Certificates and the Mortgage Pool to be set forth
therein. Such registration statement, including the exhibits
thereto, as amended at the date hereof, is hereinafter called
the "Registration Statement"; the prospectus included in the
Registration Statement, after the Registration Statement, as
amended, became effective, or as subsequently filed with the
Commission pursuant to Rule 424 under the 1933 Act, is
hereinafter called the "Basic Prospectus"; such form of
prospectus supplemented by the supplement to the form of
prospectus relating to the Offered Certificates, in the form in
which it shall be first filed with the Commission pursuant to
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Rule 424 (including the Basic Prospectus as so supplemented) is
hereinafter called the "Final Prospectus." Any preliminary form
of the Final Prospectus that has heretofore been filed pursuant
to Rule 424 or, prior to the effective date of the Registration
Statement, pursuant to Rule 402(a) or 424(a) is hereinafter
called a "Preliminary Final Prospectus." The Company will file
with the Commission within 15 days of the issuance of the
Certificates a report on Form 8-K (the "8-K") setting forth
specific information concerning the Offered Certificates and the
Mortgage Pool to the extent that such information is not set
forth in the Final Prospectus.
(b) (i) The Registration Statement, as of its effective
date or the effective date of any post-effective amendment
thereto filed prior to the Closing Date, and the Final
Prospectus, as of the date it is first filed pursuant to Rule
424 under the 1933 Act or, as amended or supplemented, as of the
date such amendment or supplement is filed pursuant to Rule 424
under the 1933 Act, complied or will comply, as applicable, in
all material respects with the applicable requirements of the
1933 Act and the rules and regulations thereunder, (ii) the
Registration Statement as of its effective date and as of the
date of this Agreement, and, as amended by any such
post-effective amendment, as of the effective date of such
amendment, did not and will not contain any untrue statement of
a material fact and did not omit and will not omit to state any
material fact required to be stated therein or necessary to make
the statements therein not misleading and (iii) the Final
Prospectus as of its issue date and as of the Closing Date, or
as amended or supplemented, as of the issue date of such
amendment or supplement and as of the Closing Date, will not
contain any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the Company makes
no representations or warranties as to the information contained
in or omitted from the Registration Statement or the Final
Prospectus or any amendment thereof or supplement thereto in
reliance upon and in conformity with the information furnished
in writing to the Company by or on behalf of any Underwriter
specifically for use in connection with the preparation of the
Registration Statement and the Final Prospectus.
(c) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of New York with full power and authority (corporate and
other) to own its properties and conduct its business, as now
conducted by it, and to enter into and perform its obligations
under this Agreement, the Purchase Agreements and the Pooling
and Servicing Agreement; and the Company has received no notice
of proceedings relating to the revocation or modification of any
license, certificate, authority or permit applicable to its
owning such properties or conducting such business which singly
or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would materially and adversely affect the
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conduct of the business, operations, financial condition or
income of the Company.
(d) When the Final Prospectus is first filed pursuant to
Rule 424 under the 1933 Act, when, prior to the Closing Date (as
hereinafter defined), any amendment to the Registration
Statement becomes effective, when any supplement to the Final
Prospectus is filed with the Commission, and at the Closing
Date, there has not and will not have been (i) any request by
the Commission for any further amendment of the Registration
Statement or the Final Prospectus or for any additional
information, (ii) any issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement
or the institution or threatening of any proceeding for that
purpose or (iii) any notification with respect to the suspension
of the qualification of the Offered Certificates for sale in any
jurisdiction or the initiation or threatening of any proceeding
for such purpose.
(e) This Agreement and the Purchase Agreements have been,
and the Pooling and Servicing Agreement when executed and
delivered as contemplated hereby and thereby will have been,
duly authorized, executed and delivered by the Company, and each
constitutes, or will constitute when so executed and delivered,
a legal, valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms, except as
enforceability may be limited by (i) bankruptcy, insolvency,
liquidation, receivership, moratorium, reorganization or other
similar laws affecting the enforcement of the rights of
creditors, (ii) general principles of equity, whether
enforcement is sought in a proceeding in equity or at law and
(iii) public policy considerations underlying the securities
laws, to the extent that such public policy considerations limit
the enforceability of the provisions of this Agreement that
purport to provide indemnification from securities law
liabilities.
(f) The Offered Certificates and the Pooling and Servicing
Agreement will conform in all material respects to the
description thereof contained in the Final Prospectus, and the
Offered Certificates, when duly and validly authorized,
executed, authenticated and delivered in accordance with the
Pooling and Servicing Agreement and paid for by the Underwriters
as provided herein, will be entitled to the benefits of the
Pooling and Servicing Agreement.
(g) Neither the issuance and sale of the Certificates, nor
the execution and delivery by the Company of this Agreement, the
Purchase Agreements or the Pooling and Servicing Agreement, nor
the consummation by the Company of any of the transactions
herein or therein contemplated, nor compliance by the Company
with the provisions hereof or thereof, will conflict with or
result in a breach of any term or provision of the certificate
of incorporation or by-laws of the Company or conflict with,
result in a breach, violation or acceleration of or constitute a
default under, the terms of any indenture or other agreement or
instrument to which the Company is a party or by which it is
bound, or any statute, order or regulation applicable to the
Company of any court, regulatory body, administrative agency or
governmental body having jurisdiction over the Company, which,
in any such case, would materially and adversely affect the
ability of the Company to perform its obligations under this
Agreement, the Purchase Agreement or the Pooling and Servicing
Agreement. The Company is not a party to, bound by or in breach
or violation of any indenture or other agreement or instrument,
or subject to or in violation of any statute, order or
regulation of any court, regulatory body, administrative agency
or governmental body having jurisdiction over it, which
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materially and adversely affects, or may in the future
materially and adversely affect, the ability of the Company to
perform its obligations under this Agreement, the Purchase
Agreements or the Pooling and Servicing Agreement.
(h) There are no actions or proceedings against, or
investigations of, the Company pending, or, to the knowledge of
the Company, threatened, before any court, administrative agency
or other tribunal (i) asserting the invalidity of this
Agreement, the Purchase Agreements, the Pooling and Servicing
Agreement or the Certificates, (ii) seeking to prevent the
issuance of the Certificates or the consummation of any of the
transactions contemplated by this Agreement, the Purchase
Agreements or the Pooling and Servicing Agreement, (iii) that
might materially and adversely affect the performance by the
Company of its obligations under, or the validity or
enforceability of, this Agreement, the Purchase Agreements, the
Pooling and Servicing Agreement or the Certificates or (iv)
seeking to affect adversely the federal income tax attributes of
the Certificates as described in the Final Prospectus.
(i) The Trust Fund created by the Pooling and Servicing
Agreement will not be required to be registered as an investment
company under the Investment Company Act of 1940, as amended
(the "Investment Company Act"), and the Pooling and Servicing
Agreement is not required to be qualified under the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act").
(j) The transfer of the Mortgage Loans to the Trust Fund
at the Closing Date and the sale by the Company of the Offered
Certificates will be treated by the Company for financial
accounting and reporting purposes as a sale of assets and not as
a pledge of assets to secure debt.
2. Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties set forth herein, the Company
agrees to sell to each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Company, at the applicable purchase price set
forth in Schedule I hereto, the respective portions of the Offered Certificates
set forth opposite such Underwriter's name in Schedule II hereto, plus accrued
interest at the related Pass-Through Rate from________, 1997 to but not
including the Closing Date.
3. Delivery and Payment. Delivery of and payment for the Offered
Certificates shall be made in the manner, on the date and at the time specified
in Schedule I hereto (or such later date not later than seven business days
after such specified date as the Underwriters
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shall designate), which date and time may be postponed by agreement
between the Underwriters and the Company or as provided in Section 8
hereof (such date and time of delivery and payment for the Offered
Certificates being herein called the "Closing Date"). Delivery of the
Offered Certificates, as set forth on Schedule I hereto, shall be made
to the Underwriters for their respective accounts against payment by
wire transfer of immediately available funds by the several
Underwriters of the applicable purchase price. Unless delivery is made
through the facilities of The Depository Trust Company, the Offered
Certificates shall be registered in such names and in such authorized
denominations as the Underwriters may request not less than 3 full
business days in advance of the Closing Date.
The Company agrees to have the Offered Certificates
available for inspection, checking and packaging by the Underwriters
in New York, New York, not later than 1:00 P.M. on the business day
prior to the Closing Date.
4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Offered Certificates for sale to the public as
set forth in the Final Prospectus.
5. Agreements. The Company agrees with the several Underwriters
that:
(a) The Company will not file, on or prior to the Closing Date,
any amendment to the Registration Statement or file any supplement to
(including the supplement relating to the Offered Certificates
included in the Final Prospectus) the Basic Prospectus unless the
Company has furnished to you a copy for your review prior to filing
and will not file any such proposed amendment or supplement to which
you reasonably object. Subject to the foregoing sentence, the Company
will cause the Final Prospectus to be transmitted to the Commission
for filing pursuant to Rule 424 under the 1933 Act. The Company will
promptly advise the Underwriters (i) when the Final Prospectus shall
have been filed or transmitted to the Commission for filing pursuant
to Rule 424, (ii) when any amendment to the Registration Statement
shall have become effective, (iii) of any request by the Commission
for any amendment of the Registration Statement or the Final
Prospectus or for any additional information, (iv) of the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of any
proceeding for that purpose and (v) of the receipt by the Company of
any notification with respect to the suspension of the qualification
of the Offered Certificates for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose. The
Company will use its best efforts to prevent the issuance of any such
stop order or suspension and, if issued, to obtain as soon as possible
the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Offered
Certificates is required to be delivered under the 1933 Act, any event
occurs as a result of which the Final Prospectus as then amended or
supplemented would include any untrue statement of a material fact or
omit to state any material fact necessary to make the statements
therein in the light of the circumstances under which they were made
not misleading, or if it shall be necessary to amend or supplement the
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Final Prospectus to comply with the 1933 Act or the rules and
regulations thereunder, the Company will promptly prepare and file
with the Commission, subject to paragraph (a) of this Section 5, an
amendment or supplement that will correct such statement or omission
or an amendment that will effect such compliance and, if such
amendment or supplement is required to be contained in a
post-effective amendment of the Registration Statement, will use its
best efforts to cause such amendment of the Registration Statement to
be made effective as soon as possible.
(c) The Company will (i) furnish to the Underwriters and counsel
for the Underwriters, without charge, signed copies of the
Registration Statement (including exhibits thereto) and each amendment
thereto that shall become effective on or prior to the Closing Date
and, so long as delivery of a prospectus by an Underwriter or dealer
in connection with the Offered Certificates may be required by the
1933 Act, as many copies of any Preliminary Final Prospectus and the
Final Prospectus and any amendments thereof and supplements thereto as
the Underwriters may reasonably request, and (ii) file promptly all
reports and any information statements required to be filed by the
Company with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), subsequent to the date of the Final Prospectus and for so long
as the delivery of a prospectus by an Underwriter or dealer in
connection with the Offered Certificates may be required under the
1933 Act.
(d) The Company agrees that, so long as the Certificates shall be
outstanding, it will make available to the Underwriters the annual
statement as to compliance delivered to the Trustee pursuant to
Section 3.13 of the Pooling and Servicing Agreement and the annual
statement of a firm of independent public accountants furnished to the
Trustee pursuant to Section 3.14 of the Pooling and Servicing
Agreement, as soon as such statements are furnished to the Company.
The Pooling and Servicing Agreement will provide that the Servicer and
the Special Servicer furnish to the Underwriters all reports compiled
by either of them pursuant to the Pooling and Servicing Agreement
under the same terms and conditions applicable to Certificateholders.
(e) The Company will furnish such information, execute such
instruments and take such action, if any, as may be required to
qualify the Offered Certificates for sale under the laws of such
jurisdictions as the Underwriters may designate and will maintain such
qualifications in effect so long as required for the distribution of
the Offered Certificates; provided, however, that the Company shall
not be required to qualify to do business in any jurisdiction where it
is not now so qualified or to take any action that would subject it to
general or unlimited service of process in any jurisdiction where it
is not now so subject.
(f) The Company will pay, to the extent not paid by the Mortgage
Loan Sellers pursuant to the Purchase Agreements, all costs and
expenses in connection with the transactions herein contemplated,
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including, but not limited to: (i) the fees and disbursements of its
counsel; (ii) the costs and expenses of printing (or otherwise
reproducing) and delivering the Pooling and Servicing Agreement and
the Certificates; (iii) accounting fees and disbursements; (iv) the
costs and expenses in connection with the qualification or exemption
of the Offered Certificates under state securities or blue sky laws
not to exceed $10,000, including filing fees and reasonable fees and
disbursements of counsel in connection with the preparation of any
blue sky survey and in connection with any determination of the
eligibility of the Offered Certificates for investment by
institutional investors and the preparation of any legal investment
survey; (v) the expenses of printing any such blue sky survey and
legal investment survey; (vi) the costs and expenses in connection
with the preparation, printing and filing of the Registration
Statement (including exhibits thereto), the Basic Prospectus, the
Preliminary Final Prospectus and the Final Prospectus, the preparation
and printing of this Agreement and the furnishing to the Underwriters
of such copies of each Preliminary Final Prospectus and Final
Prospectus as the Underwriters may reasonably request and (vii) the
fees of each Rating Agency (as defined herein). The Underwriters shall
be responsible for paying all costs and expenses incurred by them in
connection with the offering of the Offered Certificates.
6. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Offered Certificates shall be
subject to the accuracy of the representations and warranties on the part of the
Company contained herein as of the date hereof, as of the date of the
effectiveness of any amendment to the Registration Statement filed after the
date hereof and prior to the Closing Date and as of the Closing Date, to the
accuracy of the statements of the Company made in any certificates pursuant to
the provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement, as amended from time to time, shall have been
issued and not withdrawn and no proceedings for that purpose shall
have been instituted or threatened; and the Final Prospectus shall
have been filed or transmitted for filing with the Commission in
accordance with Rule 424 under the 0000 Xxx.
(b) The Company shall have delivered to you a certificate of the
Company, signed by the Chairman, the President, a vice president or an
assistant vice president of the Company and dated the Closing Date, to
the effect that the signer of such certificate has carefully examined
the Registration Statement, the Final Prospectus and this Agreement
and that: (i) the representations and warranties of the Company in
this Agreement are true and correct in all material respects at and as
of the Closing Date with the same effect as if made on the Closing
Date; (ii) the Company has, in all material respects, complied with
all the agreements and satisfied all the conditions on its part to be
performed or satisfied at or prior to the Closing Date; (iii) no stop
order suspending the effectiveness of the Registration Statement has
been issued and no proceedings for that purpose have been instituted
or, to the Company's knowledge, threatened and (iv) nothing has come
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to the attention of such officer that would lead such officer to
believe that the Final Prospectus contains any untrue statement of a
material fact or omits to state any material fact necessary in order
to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
(c) The Underwriters shall have received from Cadwalader,
Xxxxxxxxxx & Xxxx, special counsel for the Company, a favorable
opinion, dated the Closing Date and satisfactory in form and substance
to counsel for the Underwriters, to the effect that:
(i) The Company is a corporation in good standing under
the laws of the State of New York with corporate power to
enter into and perform its obligations under this
Agreement, the Purchase Agreements and the Pooling and
Servicing Agreement;
(ii) The Registration Statement and any amendments
thereto have become effective under the 1933 Act; to the
knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement, as amended,
has been issued, and not withdrawn, no proceedings for
that purpose have been instituted or threatened, and not
terminated, and the Registration Statement, the Final
Prospectus and each amendment thereof or supplement
thereto as of their respective effective or issue dates
complied as to form in all material respects with the
applicable requirements of the 1933 Act and the rules and
regulations thereunder; and such counsel does not believe
that the Registration Statement (which, for purposes of
this clause, shall not be deemed to include any exhibits
thereto or any documents or other information incorporated
therein by reference), or any amendment thereof, at the
time it became effective and at the date of this
Agreement, contained any untrue statement of a material
fact or omitted to state any material fact required to be
stated therein or necessary to make the statements therein
not misleading or that the Final Prospectus as of its
issue date and as of the Closing Date, or as amended or
supplemented, as of the issue date of such amendment or
supplement and as of the Closing Date, contains any untrue
statement of a material fact or omits to state a material
fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made,
not misleading;
(iii) This Agreement, the Pooling and Servicing Agreement
and the Purchase Agreements have been duly authorized,
executed and delivered by the Company and each such
agreement constitutes a valid, legal and binding agreement
of the Company, enforceable against the Company in
accordance with its terms, except as enforceability may be
limited by (A) bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization or other similar
laws affecting the enforcement of the rights of creditors,
(B) general principles of equity, whether enforcement is
sought in a proceeding in equity or at law and (C) public
policy considerations underlying the securities laws, to
the extent that such public policy considerations limit
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the enforceability of the provisions of such agreements
that purport to provide indemnification or contribution
from securities law liabilities;
(iv) The Offered Certificates, when duly and validly
executed, authenticated and delivered in accordance with
the Pooling and Servicing Agreement and paid for by the
Underwriters as provided herein, will be entitled to the
benefits of the Pooling and Servicing Agreement;
(v) The statements in the Basic Prospectus and the
Final Prospectus, as the case may be, under the headings
"Certain Federal Income Tax Consequences" and "ERISA
Considerations," to the extent that they constitute
matters of federal law or legal conclusions with respect
thereto, are correct in all material respects;
(vi) The Pooling and Servicing Agreement is not required
to be qualified under the Trust Indenture Act, and the
Trust Fund created by the Pooling and Servicing Agreement
is not required to be registered under the Investment
Company Act;
(vii) No consent, approval, authorization or order of any
New York or federal court or governmental agency or body
is required for the consummation by the Company of the
transactions contemplated herein, except such as may be
required under the blue sky laws of any jurisdiction in
connection with the purchase and distribution of the
Offered Certificates by the Underwriters, and any
recordation of the assignment of the Mortgage Loans to the
Trustee pursuant to the Pooling and Servicing Agreement
that have not yet been completed and such other approvals
as have been obtained; and
(viii) Neither the issuance and sale or transfer of the
Certificates, nor the consummation of any other of the
transactions herein contemplated nor the fulfillment of
the terms hereof or of the Purchase Agreements or the
Pooling and Servicing Agreement will conflict with or
result in a breach or violation of any term or provision
of, or constitute a default (or an event which with the
passing of time or notification, or both, would constitute
a default) under, the certificate of incorporation or
by-laws of the Company, or, to the knowledge of such
counsel, any indenture or other agreement or instrument to
which the Company is a party or by which it is bound, or
any New York or federal statute or regulation applicable
to the Company or, to the knowledge of such counsel, any
order of any New York or federal court, regulatory body,
administrative agency or governmental body having
jurisdiction over the Company.
Such opinion may (x) express its reliance as to factual matters
on the representations and warranties made by, and on certificates or
other documents furnished by officers of, the parties to this
Agreement, the Purchase Agreements and the Pooling and Servicing
Agreement, (y) assume the due authorization, execution and delivery of
the instruments and documents referred
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to therein by the parties thereto other than the Company and (z) be
qualified as an opinion only on the federal laws of the United States
of America and the laws of the State of New York. Additionally, if so
rendered, Cadwalader, Xxxxxxxxxx & Xxxx may rely on the opinion of
in-house counsel for the Company.
(d) The Underwriters shall have received from Price Waterhouse
L.L.P., certified public accountant, one or more letters, dated the
date hereof and satisfactory in form and substance to the Underwriters
and counsel for the Underwriters.
(e) The Certificates have been given the rating, if any, set
forth in Schedule I hereto by Standard & Poor's ("S&P") and Duff &
Xxxxxx Credit Rating Co. ("DCR" and, together with S&P, the "Rating
Agencies").
(f) The Underwriters shall have received, from counsel for the
Trustee, a favorable opinion, dated the Closing Date, and in form and
substance satisfactory to the Underwriters and counsel for the
Underwriters.
(g) The Underwriters shall have received from counsel for each
Mortgage Loan Seller, a favorable opinion, dated the Closing Date, in
form and substance satisfactory to the Underwriters and counsel for
the Underwriters.
(h) The Underwriters shall have received from counsel for the
Servicer, a favorable opinion, dated the Closing Date, in form and
substance satisfactory to the Underwriters and counsel for the
Underwriters.
(i) The Underwriters shall have received copies of any opinions
of counsel to the Company, each Mortgage Loan Seller or the Servicer
supplied to the Rating Agencies or the Trustee relating to certain
matters with respect to the Certificates. Any such opinions shall be
dated the Closing Date and addressed to the Underwriters or
accompanied by the reliance letters to the Underwriters or shall state
that the Underwriters may rely upon them.
(j) All proceedings in connection with the transactions
contemplated by this Agreement and all documents incident hereto shall
be satisfactory in form and substance to the Underwriters and counsel
for the Underwriters, and the Underwriters and counsel for the
Underwriters shall have received such information, certificates and
documents as they may reasonably request.
If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
if the Company is in breach of any covenants or agreements contained herein or
if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Underwriters and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Closing Date by the Underwriters. Notice of such
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cancellation shall be given to the Company in writing, or by telephone or
telegraph confirmed in writing.
7. Indemnification and Contribution. The Company and the several
Underwriters agree that:
(a) The Company will indemnify and hold harmless each
Underwriter, and each person who controls any Underwriter within
the meaning of either the 1933 Act or the 1934 Act against any
and all losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject under
the 1933 Act, the 1934 Act, or other federal or state statutory
law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in the
Registration Statement or in any amendment thereof, or in the
Basic Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, or in any revision or amendment thereof or
supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under
which they were made, not misleading, and agrees to reimburse
each such indemnified party, as incurred, for any legal or other
expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will
not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon (a)
any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and
in conformity with written information furnished to the Company
as herein stated by or on behalf of any Underwriter specifically
for use in connection with the preparation thereof or (b) the
failure of any Underwriter to comply with any provision of
Section 9 hereof; provided, further, however, that with respect
to any untrue statement or alleged untrue statement or omission
or alleged omission made in the Registration Statement or in any
revision or amendment thereof, or in the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, the
indemnity contained in this subsection (a) shall not inure to
the benefit of any Underwriter from whom the person asserting
any such losses, claims, damages or liabilities purchased the
Offered Certificates (or to the benefit of any person
controlling such Underwriter), to the extent that any such loss,
claim, damage or liability of such Underwriter or controlling
person results from the fact that a copy of the Basic Prospectus
or the Final Prospectus correcting such misstatement or omission
and previously delivered to such Underwriter was not sent or
given to such person at or prior to the written confirmation of
the sale of such Offered Certificates to such person or from the
fact that any revision or amendment of or supplement to the
registration statement for the registration of the Offered
Certificates, the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus correcting such misstatement
or omission and delivered to the Underwriters at least 24 hours
prior to the Closing Date was not sent or given to such person
prior to the settlement of the sale of the Offered Certificates
to such person (unless the Company shall have agreed that such
-18-
revision, amendment or supplement need not be so sent or given).
This indemnity agreement will be in addition to any liability
which the Company may otherwise have; provided, however, that
the Company shall not be liable to any Underwriter for losses of
anticipated profits from the transactions covered by this
Agreement.
(b) Each Underwriter severally will indemnify and hold
harmless the Company, each of its directors, each of its
officers who signs the Registration Statement, and each person,
if any, who controls the Company within the meaning of either
the 1933 Act or the 1934 Act, against any and all losses,
claims, damages or liabilities, joint or several, to which the
Company or any of them may become subject under the 1933 Act,
the 1934 Act, or other federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon (i) any untrue statement or
alleged untrue statement of a material fact contained in the
Registration Statement or in any amendment thereof, or in the
Basic Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, or in any revision or amendment thereof or
supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading or (ii)
the failure of such Underwriter to comply with any provision of
Section 9 hereof, and each Underwriter agrees to reimburse each
such indemnified party, as incurred, for any legal or other
expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage,
liability or action, but, in the case of clause (i) above, only
with reference to written information furnished to the Company
by or on behalf of such Underwriter specifically for use in the
Registration Statement, or in any revision or amendment thereof,
or supplement thereto, or in the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus. This
indemnity agreement will be in addition to any liability that
any Underwriter may otherwise have.
The Company and each Underwriter acknowledges and agrees
that for all purposes of this Agreement the statements set forth
in the first, third and fourth sentences of the second to last
paragraph of the cover page of the Final Prospectus, the second
sentence of the third paragraph after the footnotes on page S-__
of the Final Prospectus and the first and third paragraphs and
the second sentence of the sixth paragraph commencing on page
S-__ under the heading "Method of Distribution" in the Final
Prospectus, together with the Underwriter Information (as
defined in Section 9) constitute the only information furnished
in writing by or on behalf of the several Underwriters for
inclusion in the documents referred to in the foregoing
indemnity, and each Underwriter confirms that such statements
are correct.
(c) Promptly after receipt by an indemnified party under
this Section 7 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under this Section 7, notify
the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not
relieve the indemnifying party from any liability which it may
-19-
have to any indemnified party otherwise than under this Section
7. In case any such action is brought against any indemnified
party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate
therein, and to the extent that it may elect by written notice
delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume the
defense thereof, with counsel reasonably satisfactory to such
indemnified party; provided, however, that if the defendants in
any such action include both the indemnified party and the
indemnifying party and the indemnified party or parties shall
have reasonably concluded that there may be legal defenses
available to it or them and/or other indemnified parties which
are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have
the right to select separate counsel (and one local counsel, if
it deems so necessary) to assert such legal defenses and to
otherwise participate in the defense of such action on behalf of
such indemnified party or parties. Upon receipt of notice from
the indemnifying party to such indemnified party of its election
so to assume the defense of such action and approval by any
indemnified party of counsel, the indemnifying party will not be
liable to such indemnified party for expenses incurred by the
indemnified party in connection with the defense thereof unless
(i) the indemnified party shall have employed separate counsel
in connection with the assertion of legal defenses in accordance
with the proviso to the next preceding sentence (it being
understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate counsel and
one local counsel, approved by the Underwriters in the case of
subsection (a), representing the indemnified parties under
subsection (a) who are parties to such action), (ii) the
indemnifying party shall not have employed counsel reasonably
satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of
commencement of the action or (iii) the indemnifying party has
authorized in writing the employment of counsel for the
indemnified party at the expense of the indemnifying party; and
except that, if clause (i) or (iii) is applicable, such
liability shall be only in respect of the counsel referred to in
such clause (i) or (iii).
(d) If the indemnification provided for in this Section 7
shall for any reason be unavailable in accordance with its terms
to an indemnified party under this Section 7, then the Company
and the Underwriters shall individually, to the extent of
underwriting discounts and commissions received by it,
contribute to the amount paid or payable by such indemnified
party as a result of the losses, claims, damages or liabilities
referred to in subsection (a) or (b) above, in such proportion
as is appropriate to reflect (i) the relative benefits received
by the Company on the one hand and the Underwriters on the other
from the offering of the Offered Certificates (taking into
account the portion of the proceeds of the offering realized by
each party) and (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits
referred to in clause (i) above, but also to reflect the
relative fault of the Company on the one hand and the
Underwriters on the other in connection with the statement or
omission or failure to comply that resulted in such losses,
claims, damages or liabilities, as well as any other relevant
-20-
equitable considerations (taking into account the parties
relative knowledge and access to information concerning the
matter with respect to which the claim was asserted, the
opportunity to correct and prevent any statement or omission or
failure to comply, and any other equitable consideration
appropriate under the circumstances). The relative benefits
received by the Company on the one hand and the Underwriters on
the other shall be in such proportion as the total net proceeds
from the offering of the underwritten certificates (before
deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by the
Underwriter with respect to such offering, and the Company shall
be responsible for the balance. The relative fault shall be
determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to
information supplied by the Company or the Underwriters and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or
omission or failure to comply. Notwithstanding anything to the
contrary in this Section 7(d), if the losses, claims, damages or
liabilities (or actions in respect thereof) referred to in this
Section 7(d) arise out of an untrue statement or alleged untrue
statement of a material fact contained in any Underwriter 8-K
(as such term is defined in Section 9 hereof) or the failure of
any Underwriter to comply with any provision of Section 9
hereof, then each indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of
such losses, claims, damages or liabilities (or actions in
respect thereof) in such proportion as is appropriate to reflect
the relative fault of the Company on the one hand and the
Underwriters on the other (determined in accordance with the
preceding sentence) in connection with the statements or
omissions in such Underwriter 8-K, or such failure to comply,
which resulted in such losses, claims, damages or liabilities
(or actions in respect thereof), as well as any other equitable
considerations. The Company and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this
subsection (d) were to be determined by per capita allocation
(even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to herein. The
amount paid or payable by an indemnified party as a result of
the losses, claims, damages or liabilities referred to in the
first sentence of this subsection (d) shall be deemed to include
any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending
against any action or claim which is the subject of this
subsection (d) subject to the limitations therein provided under
subsection (c). Notwithstanding the provisions of this
subsection (d), no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at
which the Offered Certificates underwritten and distributed by
it were offered to the public exceeds the amount of any damages
that such Underwriter has otherwise paid or become liable to pay
by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Act) or willful failure to comply with Section 9 hereof shall be
entitled to contribution from any person who was not also guilty
of such fraudulent misrepresentation or willful failure to
comply. The Underwriters' obligation in this subsection (d) to
contribute shall be several in proportion to their respective
-21-
underwriting obligations and not joint. For purposes of this
Section 7(d), and notwithstanding anything to the contrary in
this Agreement, each Underwriter shall be deemed to have
received underwriting discounts and commissions equal to ____%
of the initial principal amount of the Offered Certificates
purchased by it.
(e) Each Underwriter will indemnify and hold harmless any
other Underwriter and each person, if any, who controls such
Underwriter within the meaning of either the 1933 Act or the
1934 Act (collectively, the "Non-Indemnifying Underwriter") from
and against any and all losses, claims, damages or liabilities,
joint or several, to which any Non-Indemnifying Underwriter
becomes subject under the 1933 Act, the 1934 Act or other
federal or state statutory law or regulation, common law or
otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are
based upon (i) any untrue statement of material fact contained
in any computational or other written materials developed by,
mailed or otherwise transmitted by such Underwriter in
connection with the Certificates or in any revision or amendment
thereof or supplement thereto or (ii) the failure of such
Underwriter to comply with any provision of Section 9 hereof,
and agrees to reimburse each such Non-Indemnifying Underwriter,
as incurred for any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such
loss, claim, damage, liability or action. This indemnity
agreement will be in addition to any liability that any
Underwriter may otherwise have.
8. Default by an Underwriter. If any one or more
Underwriters shall fail to purchase and pay for any of the Offered
Certificates agreed to be purchased by such Underwriter or
Underwriters hereunder and such failure to purchase shall constitute a
default in the performance of its or their obligations under this
Agreement and the aggregate amount of such Offered Certificates not so
purchased does not exceed 10% of the total principal amount of the
Offered Certificates then the other Underwriters shall purchase such
amount in proportion to their existing allotments. If such amount does
exceed 10% of the total principal amount of the Offered Certificates,
and arrangements satisfactory to the remaining Underwriters and the
Company for the purchase of such Offered Certificates by other persons
are not made within 36 hours thereafter, this Agreement shall
terminate. In the event of any such termination, the Company shall be
under no liability to any Underwriter (except to the extent provided
in Section 5(f) and Section 7 hereof) nor shall any Underwriter (other
than an Underwriter who shall have failed, otherwise than for some
reason permitted under this Agreement, to purchase the amount of the
Certificates agreed by such Underwriter to be purchased hereunder) be
under any liability to the Company (except to the extent provided in
Section 7 hereof). Nothing contained in this Agreement shall relieve
any defaulting Underwriter of its liability, if any, to the Company
and to any non defaulting Underwriter for damages occasioned by its
-22-
default hereunder.
9. Computational Materials and ABS Term
Sheets.
(a) The parties acknowledge that, subsequent to the date
on which the Registration Statement became effective and up to
and including the date on which the Final Prospectus with
respect to the Offered Certificates is first made available to
the Underwriters, the Underwriters may furnish to various
potential investors in Certificates, in writing: (i)
"Computational Materials," as defined in a no-action letter (the
"Xxxxxx No-Action Letter") issued by the staff of the Commission
on May 20, 1994 to Xxxxxx, Peabody Acceptance Corporation I, et
al., as modified by a no-action letter (the "First PSA No-Action
Letter") issued by the staff of the Commission on May 27, 1994
to the Public Securities Association (the "PSA") and as further
modified by a no-action letter (the "Second PSA No-Action
Letter," and together with the Xxxxxx No-Action Letter and the
First PSA No-Action Letter, the "No-Action Letters") issued by
the staff of the Commission on February 17, 1995 to the PSA;
(ii) "Structural Term Sheets," as defined in the Second PSA
No-Action Letter and/or (iii) "Collateral Term Sheets," as
defined in the Second PSA No-Action Letter.
(b) In connection with the Offered Certificates, each
Underwriter shall furnish to the Company, at least 1 business
day prior to the time of filing of the Final Prospectus pursuant
to Rule 424 under the 1933 Act, all Computational Materials used
by such Underwriter and required to be filed with the Commission
in order for such Underwriter to avail itself of the relief
granted in the No-Action Letters (such Computational Materials,
the "Furnished Computational Materials").
(c) In connection with the Offered Certificates, each
Underwriter shall furnish to the Company, at least 1 business
day prior to the time of filing of the Final Prospectus pursuant
to Rule 424 under the Act, all Structural Term Sheets used by
such Underwriter and required to be filed with the Commission in
order for such Underwriter to avail itself of the relief granted
in the No-Action Letters (such Structural Term Sheets, the
"Furnished Structural Term Sheets").
(d) In connection with the Offered Certificates, each
Underwriter shall furnish to the Company, within 1 business day
after the first use thereof, all Collateral Term Sheets used by
such Underwriter and required to be filed with the Commission in
order for such Underwriter to avail itself of the relief granted
in the No-Action Letters (such Collateral Term Sheets, the
"Furnished Collateral Term Sheets") and shall advise the Company
of the date on which each such Collateral Term Sheet was first
used.
(e) Each Underwriter shall prepare for signature by the
Company and filing and (following signature by the Company)
cause to be filed with the Commission one or more current
reports on Form 8-K (collectively, together with any amendments
and supplements thereto, the "Underwriter 8-K," and each an
"Underwriter 8-K") such that such Underwriter may avail itself
of the relief granted in the No-Action Letter. In particular,
each Underwriter shall cause to be filed with the Commission (i)
all Furnished Computational Materials and all Furnished
Structural Term Sheets on an Underwriter 8-K prior to or
-23-
concurrently with the filing of the Final Prospectus with
respect to the Offered Certificates pursuant to Rule 424 under
the 1933 Act; and (ii) all Furnished Collateral Term Sheets on
an Underwriter 8-K not later than 2 business days after the
first use thereof.
(f) Each Underwriter shall, if required by the Company,
reasonably cooperate with the Company and with Price Waterhouse
L.L.P. in obtaining a letter, in form and substance satisfactory
to the Company and the Underwriter, of Price Waterhouse L.L.P.
regarding the information in any Underwriter 8-K consisting of
Furnished Computational Materials and/or Furnished Structural
Term Sheets; provided, however, that the fee payable by each
Underwriter with respect to any such letter shall not exceed
$3,000 (severally and not in the aggregate). Any such letter
shall be obtained prior to the filing of any such Underwriter
8-K with the Commission.
(g) Each Underwriter represent and warrants to, and
covenants with, the Company that as presented in the Underwriter
8-K, the Underwriter Information (defined below) is not
misleading and not inaccurate in any material respect and that
any Pool Information (defined below) contained in any
Underwriter 8-K which is not otherwise inaccurate in any
material respect is not presented in the Underwriter 8-K in a
way that is either misleading or inaccurate in any material
respect. Each Underwriter further covenants with the Company
that if any Computational Materials or ABS Term Sheets (as such
term is defined in the Second PSA No-Action Letter) contained in
any Underwriter 8-K are found to include any information that is
misleading or inaccurate in any material respect, such
Underwriter promptly shall inform the Company of such finding,
provide the Company with revised and/or corrected Computational
Materials or ABS Term Sheets, as the case may be, and promptly
prepare for signature by the Company and filing and (following
signature by the Company) cause to be delivered for filing to
the Commission in accordance herewith, revised and/or corrected
Computational Materials or ABS Term Sheets, as the case may be.
(h) Each Underwriter covenants that all Computational
Materials and ABS Term Sheets used by it shall contain the
following legend:
"THIS INFORMATION IS FURNISHED TO YOU SOLELY BY [THE
UNDERWRITER] AND NOT BY CHASE COMMERCIAL MORTGAGE SECURITIES
CORP. ("CHASE") OR ANY OF ITS AFFILIATES (OTHER THAN CHASE
SECURITIES INC.)."
(i) Each Underwriter covenants that all Collateral Term
Sheets used by it shall contain the following additional legend:
"THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE
DESCRIPTION OF THE MORTGAGE LOANS CONTAINED IN THE
PROSPECTUS SUPPLEMENT."
-24-
(j) Each Underwriter covenants that all Collateral Term
Sheets (other than the initial Collateral Term Sheet) shall
contain the following additional legend:
"THE INFORMATION CONTAINED HEREIN SUPERSEDES THE INFORMATION
IN ALL PRIOR COLLATERAL TERM SHEETS, IF ANY."
(k) Each Underwriter covenants that it shall cause the
following legend to be placed in capital letters at the top of
the cover page of each group of Computational Materials:
"IN ACCORDANCE WITH RULE 202 OF REGULATION S-T, THIS
[SPECIFY DOCUMENT] IS BEING FILED IN PAPER PURSUANT TO A
CONTINUING HARDSHIP EXEMPTION."
(1) Each Underwriter shall deliver to the Company a copy
of each Underwriter 8-K (including written evidence of filing)
promptly upon filing the same with the Commission (but in any
event not later than the earlier to occur of (i) the second
business day after filing and (ii) the Closing Date).
(m) For purposes of this Agreement, the term "Underwriter
Information" means such portion, if any, of the information
contained in the Underwriter 8-K that is not Pool Information or
Prospectus Information. "Pool Information" means the information
furnished to the Underwriters by the Company regarding the
Mortgage Loans and "Prospectus Information" means the
information contained in (but not incorporated by reference in)
any Preliminary Final Prospectus, however, that if any
information that would otherwise constitute Pool Information or
Prospectus Information is presented in the Underwriter 8-K in a
way that is either inaccurate or misleading in any material
respect, such information shall not be Pool Information or
Prospectus Information.
10. Termination. This Agreement shall be subject to termination
in the absolute discretion of the Underwriters, by notice given to the
Company prior to delivery of and payment for all Certificates if prior
to such time (i) trading in securities generally on the New York Stock
Exchange or the American Stock Exchange shall have been suspended or
materially limited, (ii) a general moratorium on commercial banking
activities in New York shall have been declared by either federal or
New York State authorities or (iii) there shall have occurred any
outbreak or material escalation of hostilities, declaration by the
United States of a national emergency or war or other calamity or
crisis, the effect of which on the financial markets of the United
States is such as to make it, in the reasonable judgment of the
Underwriters, impracticable to market the Certificates on the terms
specified herein.
11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other
statements of the Company or its officers and the Underwriters set
forth in or made pursuant to this Agreement will remain in full force
and effect, regardless of any investigation made by or on behalf of
any Underwriter or the Company or any of the officers, directors or
-25-
controlling persons referred to in Section 7 hereof, and will survive
delivery of and payment for the Certificates. The provisions of
Section 7 hereof shall survive the termination or cancellation of this
Agreement.
12. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Underwriters, will be
mailed, hand delivered or sent by facsimile transmission and confirmed
to them at, in the case of ___________, to it at____________________,
Attention:__________, _________, fax number _________ and in the case
of_________________, to it at___________________________,
Attention:______________,________________; or, if sent to the Company,
will be mailed, hand delivered or sent by facsimile transmission and
confirmed to it at Chase Commercial Mortgage Securities Corp., 000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, Attention: Xxxxxxxxxx
X. Xxxxxx, President, fax number (000) 000-0000.
13. Successors. This Agreement will inure to the benefit of and
be binding upon the parties hereto and their respective successors and
the officers and directors and controlling persons referred to in
Section 7 hereof, and their successors and assigns, and no other
person will have any right or obligation hereunder.
14. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York. This
Agreement may be executed in any number of counterparts, each of which
shall for all purposes be deemed to be an original and all of which
shall together constitute but one and the same instrument.
[SIGNATURE PAGES FOLLOWS]
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof,
whereupon this letter and your acceptance shall represent a binding
agreement among the Company and the several Underwriters.
Very truly yours,
CHASE COMMERCIAL
MORTGAGE
SECURITIES CORP.
By: ________________________________
Name:_______________________________
Title:______________________________
The foregoing Agreement is hereby confirmed
and accepted as of the date first above written.
By:____________________________________
Name:__________________________________
Title:_________________________________
-26-
_____________________________
By:____________________________________
Name:__________________________________
Title:_________________________________
_____________________________
By:____________________________________
Name:__________________________________
Title:_________________________________
-27-
SCHEDULE I
Underwriting Agreement, dated_______, 1997
As used in this Agreement, the term "Registration Statement" refers collectively
to the Company's registration statements on Form S-3 (File Nos. 33-67742,
333-05271 and 333._____). The term "Basic Prospectus" refers to the form of
Prospectus filed with the Commission pursuant to Rule 424 under the 1933 Act
after the Registration Statement became effective.
Title and Description of Certificates: Commercial Mortgage Pass-Through
Certificates, Series 1997-__.
Initial aggregate Certificate Balance of the Offered Certificates: $_______
(Approximate)
Initial
Certificate Pass-
Balance or Through S&P DCR
Certificates Notional Amount(1) Rate Rating Rating
------------ ----------------- ------ ------ ------
Class [A-1]
Class [A-2]
Class [X]
Class [B]
Class [C]
Class [D]
Class [E]
Class [F] (4) (5) (3)
Class [G] (4) (5) (3)
Class [H] (4) (5) (3) (3)
Class [R] (4) N/A N/A (3) (3)
Class [LR] (4) N/A N/A (3) (3)
---------------
(1) Approximate (subject to a permitted variance of plus or minus 5%)
(2) Notional Amount
I-1
(3) Not Rated
(4) These Classes are not Offered Certificates
(5) The aggregate initial Certificate Balance of these Classes is
approximately $_______.
The aggregate purchase price for the Offered Certificates purchased from the
Depositor by _________will be equal to approximately ________% of the aggregate
initial Certificate Balance of the Offered Certificates purchased by
__________and the aggregate purchase price for the Offered Certificates
purchased from the Depositor by___________ will be equal to approximately
________% of the aggregate initial Certificate Balance of the Offered
Certificates purchased by ____________, plus, in each case, accrued interest
thereon at their respective Pass-Through Rates, if any, from the Cut-off Date.
Closing Time, Date and Location: 10:00 A.M. on_____________, 1997 at the
offices of Cadwalader, Xxxxxxxxxx & Xxxx, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx.
Issuance and Delivery of Certificates: The Offered Certificates will be
delivered in book-entry form through the Same-Day Funds Settlement System of
The Depository Trust Company.
I-2
SCHEDULE II
Underwriters Percentage Interest
------------ -------------------
II-1
