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SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
$641,970,000
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2000-C1
CLASS A-1, CLASS A-2, CLASS X, CLASS B, CLASS C,
CLASS D, CLASS E, CLASS F AND CLASS G
UNDERWRITING AGREEMENT
as of June 5, 2000
Salomon Smith Barney Inc.
388 Greenwich Street
New York, NY 10013
Greenwich Capital Markets, Inc.
600 Steamboat Road
Greenwich, CT 06830
Chase Securities Inc.
450 West 33rd Street, 14th Floor
New York, NY 10001-2697
Ladies and Gentlemen:
Salomon Brothers Mortgage Securities VII, Inc., a Delaware corporation
("SBMS"), proposes to sell to Salomon Smith Barney Inc. ("Salomon"), Greenwich
Capital Markets, Inc. ("Greenwich") and Chase Securities Inc. ("Chase";
Salomon, Greenwich and Chase, each an "Underwriter" and together, the
"Underwriters"), pursuant to this Underwriting Agreement (this "Agreement"),
the classes of Commercial Mortgage Pass-Through Certificates, Series 2000-C1
that are identified on Schedule I hereto (collectively, the "Registered
Certificates"), each having the initial aggregate stated principal amount (the
initial "Class Principal Balance") or, in the case of the Class X Certificates,
initial aggregate notional principal amount (the initial "Class Notional
Amount") set forth on Schedule I. The Registered Certificates, together with
the Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class R and
Class Y Certificates (collectively, the "Certificates"), evidence the entire
beneficial ownership interest in the assets of a trust to be created by SBMS
(such trust, the "Trust"; and such assets collectively, the "Trust Fund"). The
Trust Fund consists primarily of a pool (the "Mortgage Pool") of multifamily
and commercial mortgage loans (the "Mortgage Loans") that will have, as of the
close of business on June 1, 2000 (the "Cut-off Date"), after taking into
account all payments of principal due on the Mortgage Loans on or before
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such date, whether or not received, an aggregate principal balance of
approximately $713,300,121 (subject to a variance of plus or minus 5.0%).
Certain of the Mortgage Loans (or the right to have such transferred to the
Trust) will be acquired by SBMS from Salomon Brothers Realty Corp. ("SBRC" and
such Mortgage Loans, the "SBRC Mortgage Loans"), pursuant to a mortgage loan
purchase agreement, dated as of the date hereof (the "SBRC/SBMS Mortgage Loan
Purchase Agreement"), between SBRC, as mortgage loan seller, and SBMS, as
purchaser. The remaining Mortgage Loans will be acquired by SBMS from Greenwich
Capital Financial Products, Inc. ("Greenwich Capital" and such Mortgage Loans,
the "Greenwich Capital Mortgage Loans"; and Greenwich Capital and SBRC, the
"Mortgage Loan Sellers"), pursuant to a mortgage loan purchase agreement dated
as of the date hereof (the "Greenwich Capital/SBMS Mortgage Loan Purchase
Agreement" and together with the SBRC/SBMS Mortgage Loan Purchase Agreement,
the "Mortgage Loan Purchase Agreements") between Greenwich Capital, as mortgage
loan seller, and SBMS, as purchaser. At least three separate real estate
mortgage investment conduit ("REMIC") elections will be made with respect to
the Trust Fund for federal income tax purposes. In addition, certain Trust Fund
assets will constitute two separate grantor trusts for federal income tax
purposes. The Trust is to be created and the Certificates are to be issued
under a pooling and servicing agreement, dated as of the Cut-off Date (the
"Pooling and Servicing Agreement"), among SBMS as depositor, GMAC Commercial
Mortgage Corporation as master servicer (in such capacity, the "Master
Servicer") and as special servicer (in such capacity, the "Special Servicer")
and Norwest Bank Minnesota, National Association, as trustee (in such capacity,
the "Trustee"). Capitalized terms used but not defined herein have the meanings
assigned thereto in the Pooling and Servicing Agreement.
1. REPRESENTATIONS, WARRANTIES AND COVENANTS. SBMS represents
and warrants to, and covenants with, each of the Underwriters that:
(a) A registration statement (File No. 333-84249) on Form S-3 has
been filed with the Securities and Exchange Commission (the "Commission"), and
has become effective under the Securities Act of 1933, as amended (the
"Securities Act"); such registration statement includes a prospectus which, as
supplemented, shall be, and may include a preliminary prospectus supplement
which, as completed, is proposed to be, used in connection with the sale of the
Registered Certificates. Such registration statement, as amended to the date of
this Agreement, is hereinafter referred to as the "Registration Statement";
such prospectus (which shall be in the form in which it has most recently been
filed, as the same is proposed to be added to or changed), as first
supplemented by a prospectus supplement relating to the Registered
Certificates, filed, or transmitted for filing, with the Commission pursuant to
Rule 424(b) under the Securities Act and used in connection with the sale of
the Registered Certificates, is hereinafter referred to as the "Base
Prospectus"; such prospectus supplement is hereinafter referred to as the
"Prospectus Supplement"; and the Base Prospectus and the Prospectus Supplement
are collectively referred to as the "Prospectus". Any preliminary form of
Prospectus that has heretofore been filed pursuant to Rule 424 hereinafter is
called the "Preliminary Prospectus". Any reference herein to the terms "amend",
"amendment" or "supplement" with respect to the Registration Statement or the
Prospectus shall be deemed to refer to and include the filing of any document
under the Securities Exchange Act of
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1934, as amended (the "Exchange Act"), deemed to be incorporated by reference
therein after the date hereof. SBMS will file with the Commission (i) within
fifteen (15) days of the issuance of the Certificates a current report on Form
8-K (a "Current Report") for purposes of filing the Pooling and Servicing
Agreement and other material contracts and (ii) in the time period specified in
Section 5(e) hereof, a Current Report for purposes of filing certain
Computational Materials and ABS Term Sheets as described in Section 5(e)
hereof.
(b) The Registration Statement, as of the date it became
effective, and the Prospectus, as of the date of the Prospectus Supplement, and
any revisions or amendments thereof or supplements thereto filed prior to the
termination of the offering of the Registered Certificates, as of their
respective effective or issue dates, conformed or will conform in all material
respects to the requirements of the Securities Act and the rules and
regulations of the Commission thereunder applicable to the use of such
documents as of such respective dates, and the Registration Statement and the
Prospectus, as revised, amended or supplemented as of the Closing Date (as
defined in Section 3), will conform in all material respects to the
requirements of the Securities Act and the rules and regulations of the
Commission thereunder applicable to the use of such documents as of the Closing
Date; and no such document, as of such respective dates and, in the case of the
Prospectus and any revisions or amendments thereof or supplements thereto filed
prior to the Closing Date, as of the Closing Date, included or will include any
untrue statement of a material fact or omitted or will omit to state 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;
provided, however, that SBMS does not make any representations, warranties or
agreements as to (A) the information contained in or omitted from the
Prospectus or any revision or amendment thereof or supplement thereto in
reliance upon and in conformity with information furnished in writing by or on
behalf of the Underwriters or the Mortgage Loan Sellers specifically for use in
connection with the preparation of the Prospectus or any revision or amendment
thereof or supplement thereto or (B) any information in any Computational
Materials and ABS Term Sheets (each as defined in Section 9) provided by the
Underwriters to prospective investors in connection with the sale of the
Registered Certificates. There are no contracts or other documents relating to
SBMS of a character required to be described in or to be filed as exhibits to
the Registration Statement, as of the date of the Prospectus Supplement, which
were not described or filed as required.
(c) As of the Closing Date, the Registered Certificates will be
duly authorized by SBMS, and, when the Registered Certificates have been duly
executed and authenticated in the manner contemplated in the Pooling and
Servicing Agreement and have been delivered to and paid for by the Underwriters
pursuant to this Agreement, the Registered Certificates will be validly issued
and outstanding and entitled to the benefits provided by the Pooling and
Servicing Agreement.
(d) Arthur Andersen LLP ("Arthur Andersen") is an independent
public accountant with respect to SBMS as required by the Securities Act and
the rules and regulations thereunder.
(e) As of the Closing Date, the Pooling and Servicing Agreement
and each Mortgage Loan Purchase Agreement will have been duly authorized,
executed and delivered by SBMS and, assuming the valid authorization, execution
and delivery thereof by the other parties thereto, will
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constitute a valid and binding agreement of SBMS enforceable in accordance with
its terms, except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization or other laws relating to or affecting the
enforcement of creditors' rights and by general principles of equity.
(f) This Agreement has been duly authorized, executed and
delivered by SBMS and, assuming the valid authorization, execution and delivery
hereof by each of the Underwriters, constitutes a valid and binding obligation
of SBMS enforceable in accordance with its terms, except as the same may be
limited by bankruptcy, insolvency, reorganization or other laws relating to or
affecting the enforcement of creditors' rights, by general principles of equity
and by 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 or are construed to provide
indemnification for securities laws liabilities.
(g) SBMS has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with
corporate power and authority to own its properties and conduct its business as
described in the Prospectus.
(h) SBMS is not aware of (i) any request by the Commission for
any further amendment of the Registration Statement or the Prospectus or for
any additional information, (ii) 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 or (iii) any
notification with respect to the suspension of the qualification of the
Registered Certificates for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose.
(i) SBMS is not, and the issuance and sale of the Registered
Certificates in the manner contemplated by the Prospectus will not cause SBMS
to be, subject to registration or regulation as an investment company or
affiliate of an investment company under the Investment Company Act of 1940, as
amended (the "Investment Company Act").
(j) The transfer of the Mortgage Loans to the Trust and the sale
of the Certificates to each of the Underwriters, at the Closing Date, will be
treated by SBMS 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 on the representations and warranties herein set forth, SBMS agrees to
sell to each of the Underwriters, and each of the Underwriters, severally and
not jointly, agrees to purchase from SBMS, their respective portions of the
Class Principal Balance or Class Notional Amount of each class of Registered
Certificates specified on Schedule I hereto, at the purchase price for each
such class as set forth on such Schedule I (the "Purchase Price").
3. DELIVERY AND PAYMENT. Delivery of and payment for the
Registered Certificates shall be made in the manner, on the date and at the
time specified in Schedule I hereto, which date and time may be changed by
agreement among the Underwriters and SBMS (such date and time of delivery of
and payment for the Registered Certificates being hereinafter referred to as
the "Closing
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Date"). Delivery of each Underwriter's allotment of the Registered Certificates
shall be made to the related Underwriter against payment by such Underwriter of
the purchase price therefor to or upon the order of SBMS in same-day funds by
federal funds wire (or by such other method as such Underwriter and SBMS may
agree). Unless delivery is made through the facilities of The Depository Trust
Company, the Registered Certificates of each class thereof shall be registered
in such names and in such authorized denominations as the related Underwriter
may have requested not less than three (3) full business days prior to the
Closing Date.
SBMS agrees to have the Registered Certificates available for
inspection, checking and packaging in New York, New York, at any time before
3:00 p.m. New York City time on the business day prior to the Closing Date.
4. OFFERING BY THE UNDERWRITERS. It is understood that the
Underwriters propose to offer the Registered Certificates for sale as set forth
in the Prospectus. It is further understood that SBMS, in reliance upon Policy
Statement 105, has not filed and will not file an offering statement pursuant
to Section 352-e of the General Business Law of the State of New York with
respect to the Registered Certificates. As required by Policy Statement 105,
each Underwriter therefore covenants and agrees with SBMS that sales of the
Registered Certificates made by such Underwriter in and from the State of New
York will be made only to institutional investors within the meaning of Policy
Statement 105.
5. AGREEMENTS. SBMS agrees with each of the Underwriters that:
(a) SBMS will not file any amendment to the Registration
Statement subsequent to the date hereof and prior to the Closing Date, and will
not file any supplement to the Prospectus relating to or affecting the
Registered Certificates at any time, except as contemplated by Section 5(e) or
unless SBMS has furnished a copy to Salomon for its review prior to filing, and
will not file any such proposed amendment or supplement to which Salomon
reasonably objects. Subject to the foregoing sentence, SBMS will cause the
Prospectus to be filed, or transmitted for filing, with the Commission pursuant
to Rule 424(b) under the Securities Act and will promptly advise each
Underwriter when the Prospectus has been so filed, or transmitted for filing,
and, prior to the termination of the offering of the Registered Certificates,
will also promptly advise each Underwriter (i) when any amendment to the
Registration Statement relating to the Registered Certificates has become
effective or any revision of or supplement to the Prospectus has been so filed
or transmitted for filing, (ii) of any request by the Commission for any
amendment of the Registration Statement or the Prospectus or for any additional
information, (iii) 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 (iv) of the receipt by
SBMS of any notification with respect to the suspension of the qualification of
the Registered Certificates for sale in any jurisdiction or the institution or
threatening of any proceeding for such purpose. SBMS will use its best efforts
to prevent the issuance of any such stop order and, if issued, to obtain as
soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Registered
Certificates is required to be delivered under the Securities Act, (i) any
event occurs as a result of which the Prospectus, as
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then amended or supplemented, would include any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, or
(ii) it shall be necessary to revise, amend or supplement the Prospectus to
comply with the Securities Act or the rules and regulations of the Commission
thereunder, SBMS promptly will prepare and file with the Commission, subject to
paragraph (a) of this Section 5, a revision, amendment or supplement that will
correct such statement or omission or effect such compliance.
(c) Upon request, so long as delivery of a prospectus relating to
the Registered Certificates is required under the Securities Act, SBMS will
furnish to each Underwriter and counsel for such Underwriter, without charge,
as many copies of the Prospectus and any revisions or amendments thereof or
supplements thereto as may be reasonably requested.
(d) SBMS will use its best efforts to arrange for the
qualification of the Registered Certificates for sale under the laws of such
jurisdictions as Salomon may designate, to maintain such qualifications in
effect so long as required for the distribution of the Registered Certificates
and to arrange for the determination of the legality of the Registered
Certificates for purchase by institutional investors; provided, however, that
SBMS 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.
(e) SBMS will cause or, if appropriate, has caused any
Computational Materials and ABS Term Sheets (each as defined in Section 9) with
respect to the Registered Certificates, which are or have been delivered by the
Underwriters to SBMS pursuant to or as contemplated by Section 9, to be filed
with the Commission on a Current Report pursuant to Rule 13a-11 under the
Exchange Act not later than, in each such case, the business day immediately
following the later of (i) the day on which such Computational Materials or ABS
Term Sheets are delivered to counsel for SBMS by the Underwriters (it being
understood that any such material that is delivered after 10:30 a.m., New York
City time, on a business day shall be deemed to have been delivered on the next
business day) and (ii) the date hereof; and, if such filing is subsequent to
the date hereof, SBMS will promptly advise the Underwriters when each such
Current Report has been so filed. If any Collateral Term Sheet (as defined in
Section 9) is provided by any Underwriter to potential investors in the
Registered Certificates, SBMS will cause each such Collateral Term Sheet that
is delivered by such Underwriter to SBMS to be filed with the Commission on a
Current Report pursuant to Rule 13a-11 under the Exchange Act on the business
day immediately following the day on which such Collateral Term Sheet is
delivered to counsel for SBMS by such Underwriter (it being understood that any
such material that is delivered after 10:30 a.m., New York City time, on a
business day shall be deemed to have been delivered on the next business day).
Each such Current Report shall be incorporated by reference in the Prospectus
and the Registration Statement. Notwithstanding the foregoing, SBMS shall have
no obligation to file materials provided by the Underwriters pursuant to or as
contemplated by Section 9 which, in the reasonable determination of SBMS after
making reasonable efforts to consult with the Underwriters, are not required to
be filed pursuant to the No-Action Letters (as defined in Section 9), or which
contain erroneous information or contain any untrue statement of a material
fact, or which, when read in conjunction with the Prospectus, omit to state
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a material fact required to be stated therein or necessary to make the
statements therein not misleading; it being understood, however, that SBMS
shall have no obligation to review or pass upon the accuracy or adequacy of, or
to correct, any Computational Materials or ABS Term Sheets provided by the
Underwriters to SBMS pursuant to or as contemplated by Section 9 hereof.
(f) SBMS will make generally available to holders of the
Registered Certificates as soon as practicable, but in any event not later than
eighteen months after the filing of the Prospectus pursuant to Rule 424(b)
under the Securities Act, an earnings statement (which need not be audited)
with respect to the Mortgage Pool as contemplated by Section 11(a) of the
Securities Act), which pursuant to Rule 158 under the Securities Act may be the
annual report filed with the Commission with respect to the Trust.
6. CONDITIONS TO THE OBLIGATIONS OF EACH UNDERWRITER AND SBMS.
The obligation of each Underwriter to purchase from SBMS, and the obligation of
SBMS to sell to such Underwriter, its allotment of the Registered Certificates
shall be subject to the accuracy of the representations and warranties on the
part of SBMS and such Underwriter contained herein as of the date hereof and as
of the Closing Date, to the accuracy of the statements of SBMS and such
Underwriter made in any officer's certificate delivered pursuant to the
provisions hereof, to the performance by SBMS and such Underwriter of their
respective obligations hereunder and to the following additional conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted and be pending or shall have been
threatened.
(b) SBMS shall have furnished to the Underwriters:
(i) An executed copy of the Pooling and Servicing
Agreement;
(ii) An opinion of Sidley & Austin, counsel for SBMS,
dated the Closing Date, substantially to the effect that:
(A) SBMS is validly existing as a corporation in
good standing under the laws of the State of Delaware, with
corporate power and authority under such laws to enter into
and perform its obligations under this Agreement, the
Mortgage Loan Purchase Agreements and the Pooling and
Servicing Agreement;
(B) The Registered Certificates have been duly
authorized by SBMS and, when the Registered Certificates have
been duly executed and authenticated in the manner
contemplated in the Pooling and Servicing Agreement and have
been delivered to and paid for by the Underwriters pursuant
to this Agreement, the Registered Certificates will be
validly issued and outstanding and entitled to the benefits
provided by the Pooling and Servicing Agreement;
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(C) The Pooling and Servicing Agreement has been
duly authorized, executed and delivered by SBMS and, upon the
due authorization, execution and delivery by the other
parties thereto, will constitute a valid, legal and binding
agreement of SBMS, enforceable against SBMS in accordance
with its terms, except as enforceability may be limited by
bankruptcy, insolvency, moratorium, reorganization or other
similar laws relating to or affecting the enforcement of
creditors' rights generally and by general principles of
equity, whether enforcement is sought in a proceeding in
equity or at law, by public policy considerations underlying
the securities laws, to the extent that such public policy
considerations limit the enforceability of the provisions of
the Pooling and Servicing Agreement that purport or are
construed to provide indemnification for securities laws
liabilities, and by such other exceptions as the Underwriters
shall agree;
(D) The Pooling and Servicing Agreement is not
required to be qualified under the Trust Indenture Act of
1939, as amended, and the Trust is not required to be
registered under the Investment Company Act;
(E) The Registration Statement has become
effective under the Securities Act, and, to the best of such
counsel's knowledge, no stop order suspending the
effectiveness of the Registration Statement has been issued
and no proceedings for that purpose have been instituted and
are pending or have been threatened under the Securities Act;
(F) The Registration Statement, at the time it
became effective, and the Prospectus, as of the date of the
Prospectus Supplement, and each revision or amendment thereof
or supplement thereto relating to the Registered
Certificates, as of its effective or issue date (except in
each case for accounting, financial and statistical
statements included therein or omitted therefrom and for
Computational Materials and ABS Term Sheets, as to which such
counsel has not been requested to comment), appeared on their
respective faces to be appropriately responsive in all
material respects to the requirements of the Securities Act
and the rules and regulations of the Commission thereunder
applicable to such documents as of such respective dates; and
the Prospectus, as revised, amended or supplemented as of the
date hereof (except for accounting, financial and statistical
statements included therein or omitted therefrom, as to which
such counsel has not been requested to comment), conforms in
all material respects to the requirements of the Securities
Act and the rules and regulations of the Commission
thereunder applicable to use of the Prospectus (as so
revised, amended or supplemented) as of the date hereof;
(G) No consent, approval, authorization or order
of any federal or State of New York court or agency or other
governmental body is required for the consummation by SBMS of
the transactions contemplated by the terms of this Agreement,
the Mortgage Loan Purchase Agreements or the Pooling and
Servicing Agreement, except such as may be required under the
securities or "blue sky" laws
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of any state in connection with the purchase and the offer
and sale of the Registered Certificates by the Underwriters
as to which such counsel need not express any opinion, and
except such as have been obtained;
(H) Neither the sale of the Registered
Certificates to the Underwriters pursuant to this Agreement
nor the consummation of any other of the transactions
contemplated by or the fulfillment by SBMS of the terms of
this Agreement, the Mortgage Loan Purchase Agreements or the
Pooling and Servicing Agreement will violate or result in a
breach of any term or provision of the certificate of
incorporation or by-laws of SBMS or any federal or State of
New York statute or regulation, except such counsel need
express no opinion as to compliance with the securities laws
of New York and other particular States in connection with
the purchase and sale of the Registered Certificates by the
Underwriters;
(I) Such counsel does not know, having made no
independent investigation, of any contracts or other
documents relating to SBMS of a character required to be
described in or to be filed as exhibits to the Registration
Statement, as of the date of the Prospectus Supplement, that
were not described or filed as required; and
(J) This Agreement and each Mortgage Loan
Purchase Agreement has been duly authorized, executed and
delivered by SBMS and, upon the due authorization, execution
and delivery by the other parties hereto and thereto, will
constitute a valid, legal and binding agreement of SBMS,
enforceable against SBMS in accordance with its terms, except
as enforceability may be limited by bankruptcy, insolvency,
moratorium, reorganization or other similar laws relating to
or affecting the enforcement of creditors' rights generally
and by general principles of equity, whether enforcement is
sought in a proceeding in equity or at law, by public policy
considerations underlying the securities laws, to the extent
that such public policy considerations limit the
enforceability of the provisions of such agreements that
purport or are construed to provide indemnification for
securities laws liabilities, and by such other exceptions as
the Underwriters shall agree;
(K) The statements in each of the Base Prospectus
and the Prospectus Supplement under the headings "ERISA
Considerations", "Federal Income Tax Consequences" and "Legal
Investment", to the extent that they describe certain matters
of federal law or legal conclusions with respect thereto,
while not discussing all possible consequences of an
investment in the Registered Certificates to all investors,
provide in all material respects an accurate summary of such
matters and conclusions set forth under such headings;
(L) As described in the Prospectus Supplement and
assuming compliance with the provisions of the Pooling and
Servicing Agreement, (1) REMIC I will qualify as a REMIC
within the meaning of Sections 860A through 860G (the
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"REMIC Provisions") of the Internal Revenue Code of 1986, and
the REMIC I Regular Interests will be "regular interests" and
the Class R Certificates will evidence the sole class of
"residual interests" in REMIC I (as both terms are defined in
the REMIC Provisions in effect on the Closing Date), (2)
REMIC II will qualify as a REMIC within the meaning of the
REMIC Provisions, and the REMIC II Regular Interests will be
"regular interests" and the Class R Certificates will
evidence the sole class of "residual interests" in REMIC II
and (3) REMIC III will qualify as a REMIC within the meaning
of the REMIC Provisions, and the Class A-1, Class A-2, Class
X, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N and
Class P Certificates will evidence "regular interests" and
the Class R Certificates will evidence the sole class of
"residual interests" in REMIC III;
(M) Assuming compliance with the provisions of
the Pooling and Servicing Agreement, for City and State of
New York income and corporation franchise tax purposes, REMIC
I, REMIC II and REMIC III will each be classified as a REMIC
and not as a corporation, partnership or trust, in conformity
with the federal income tax treatment of REMIC I, REMIC II
and REMIC III. Accordingly, the Trust Fund will be exempt
from all City and State of New York taxation imposed on its
income, franchise or capital stock, and its assets will not
be included in the calculation of any franchise tax
liability; and
(N) The portions of the Trust Fund consisting of
Grantor Trust Y and Grantor Trust R, respectively, will each
be classified as a grantor trust under Subpart E, Part I of
Subchapter J of the Code.
(O) The statements set forth in the Prospectus
Supplement under the headings "Description of the Offered
Certificates" and "Servicing of the Underlying Mortgage
Loans" and in the Prospectus under the headings "Description
of the Certificates" and "Description of the Agreements",
insofar as such statements purport to summarize certain
material provisions of the Registered Certificates and the
Pooling and Servicing Agreement, provide in all material
respects an accurate summary of such provisions.
In giving its opinions, Sidley & Austin, counsel to SBMS,
shall additionally state that, based on conferences and telephone
conversations with representatives of the Mortgage Loan Sellers, the
Underwriters, SBMS, the Trustee, the Master Servicer, the Special
Servicer and their respective counsel (but without having reviewed any
of the mortgage notes, mortgages or other documents relating to the
Mortgage Loans or made any inquiry of any originator of any Mortgage
Loan not referenced above), nothing has come to such counsel's
attention that would lead it to believe that the Prospectus (other
than any accounting, financial or statistical information contained in
or omitted from the Prospectus and information incorporated by
reference into the Prospectus and any information relating to the
characteristics of the Mortgage Loans and the related borrowers and
mortgaged properties,
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all as to which such counsel has not been requested to comment), at
the date of the Prospectus Supplement or at the Closing Date, included
or includes an untrue statement of a material fact or omitted 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.
Such opinion may express its reliance as to factual matters
on the representations and warranties made by, and on certificates or
other documents furnished by officers and/or authorized
representatives of, the parties to this Agreement, the Mortgage Loan
Purchase Agreements and the Pooling and Servicing Agreement and on
certificates furnished by public officials. Such opinion may assume
the due authorization, execution and delivery of the instruments and
documents referred to therein by the parties thereto other than SBMS.
Such opinion need cover only the laws of the State of New York, the
General Corporation Law of the State of Delaware and the federal law
of the United States;
(iii) The Underwriters shall have received copies of all
legal opinion letters delivered to the Rating Agencies by Sidley &
Austin, as counsel to SBMS, in connection with the issuance of the
Registered Certificates, accompanied in each case by a letter signed
by Sidley & Austin stating that such Underwriter may rely on such
opinion letter as if it were addressed to the Underwriters as of the
date thereof;
(iv) Good standing certificates regarding SBMS, each of
the Mortgage Loan Sellers, the Master Servicer, the Special Servicer
and the Trustee from the Secretary of State (or other appropriate
authority) of the jurisdiction under which each such entity has been
formed, dated not earlier than 30 days prior to the Closing Date;
(v) Certificates of SBMS, each of the Mortgage Loan
Sellers, the Master Servicer, the Special Servicer and the Trustee,
each dated the Closing Date and signed by an executive officer or
authorized signatory of such party, to the effect that the
representations and warranties of such party herein, in the Mortgage
Loan Purchase Agreements and/or in the Pooling and Servicing
Agreement, as applicable, are true and correct in all material
respects on and as of the Closing Date with the same effect as if made
on the Closing Date, and SBMS has complied in all material respects
with all agreements and satisfied all the conditions on its part to be
performed or satisfied at or prior to the Closing Date; and
(vi) Officer's certificates, dated the Closing Date and
signed by the secretary or an assistant secretary of SBMS, each of the
Mortgage Loan Sellers, the Master Servicer, the Special Servicer and
the Trustee, to the effect that each individual who, as an officer or
representative of such party, signed this Agreement, the Mortgage Loan
Purchase Agreements, the Pooling and Servicing Agreement or any other
document or certificate delivered on or before the Closing Date in
connection with the transactions contemplated herein, in the Mortgage
Loan Purchase Agreements or in the Pooling and Servicing 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
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the signatures of such persons appearing on such documents and
certificates are their genuine signatures. Such certificate shall be
accompanied by true and complete copies (certified as such by the
secretary or an assistant secretary of such party) of the
organizational documents of such party, as in effect on the Closing
Date, and of the resolutions of such party and any required
shareholder, member or partner consent relating to the transactions
contemplated in this Agreement, the Mortgage Loan Purchase Agreements
and/or the Pooling and Servicing Agreement, as applicable.
(c) The Underwriters shall have received, with respect to each of
the Mortgage Loan Sellers, the Master Servicer, the Special Servicer and the
Trustee, a favorable opinion of counsel, dated the Closing Date, addressing the
valid existence and good standing of such party under the laws of the
jurisdiction of its organization, the due authorization, execution and delivery
of, as applicable, the Pooling and Servicing Agreement, the related Mortgage
Loan Purchase Agreement and the related Indemnification Agreement (as defined
in Section 7(a)) by such party and, subject to the same limitations as set
forth in Section 6(b)(ii)(C), the enforceability of, as applicable, the Pooling
and Servicing Agreement and the related Mortgage Loan Purchase Agreement
against such party. Such opinion may express its reliance as to factual matters
on representations and warranties made by, and on certificates or other
documents furnished by officers and/or authorized representatives of parties to
the Pooling and Servicing Agreement, the related Mortgage Loan Purchase
Agreement and the related Indemnification Agreement and on certificates
furnished by public officials. Such opinion may assume the due authorization,
execution and delivery of the instruments and documents referred to therein by
the parties thereto other than the party on behalf of which such opinion is
being rendered. Such opinion need cover only the laws of the jurisdiction in
which the party on whose behalf such opinion is being rendered is organized,
the laws of the State of New York and the federal law of the United States.
(d) SBMS and the Underwriters shall have received from Arthur
Andersen, certified public accountants, various comfort letters, dated, as
applicable, the date of the Preliminary Prospectus, the date of the Prospectus
Supplement or such other date acceptable to SBMS and the Underwriters, in form
and substance reasonably satisfactory to SBMS and the Underwriters, stating in
effect that:
(i) They have performed certain specified procedures as a
result of which they have determined that the information of an
accounting, financial or statistical nature set forth in the
Prospectus Supplement under the caption "Description of the Mortgage
Pool" and on Annex A thereto agrees with the data sheet or computer
tape prepared by the Mortgage Loan Sellers, unless otherwise noted in
such letter(s); and
(ii) They have compared the data contained in the data
sheet or computer tape referred to in the immediately preceding clause
(i) to information contained in an agreed upon sampling of the
Mortgage Loan files and in such other sources as shall be specified by
them, and found such data and information to be in agreement, unless
otherwise noted in such letter.
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(e) SBMS and the Underwriters shall have received from Arthur
Andersen, certified public accountants, a letter dated on or about the Closing
Date, in form and substance reasonably satisfactory to SBMS and the
Underwriters, to the effect that they have performed certain specified
procedures, all of which have been agreed to by SBMS and the Underwriters, as a
result of which they confirmed the information of an accounting, financial or
statistical nature included in the Prospectus Supplement under the caption
"Yield and Maturity Considerations".
(f) Each Underwriter shall have delivered to SBMS and to the
other Underwriters an officer's certificate (i) stating that attached thereto
are all of the information, tables, charts and other items that constitute
Computational Materials or ABS Term Sheets prepared by such Underwriter that
are required to be filed with the Commission pursuant to the terms of the
No-Action Letters (as defined in Section 9) and stating that such Underwriter
has otherwise complied with the terms of the No-Action Letters and (ii)
representing that, other than the items described in clause (i), no term
sheets, collateral information or other data in written form that would be
required to be filed with the Commission pursuant to the No-Action Letters were
furnished by such Underwriter to actual or potential investors for the
Registered Certificates prior to the Closing Date.
(g) Arthur Andersen shall have furnished to SBMS and each
Underwriter a letter or letters, each in form and substance satisfactory to
SBMS, relating to the Computational Materials and ABS Terms Sheets of such
Underwriter filed in accordance with Section 5(e), dated the date of the
related Current Report and stating in effect that:
(i) Using the assumptions and methodology used by such
Underwriter, all of which shall be described by reference in the
letter, they have recalculated the numerical data and dates set forth
in such Computational Materials and ABS Term Sheets of such
Underwriter (or portions thereof) attached to such letter, compared
the results of their calculations to the corresponding items in such
Computational Materials and ABS Term Sheets (or portions thereof) and
found such items to be in agreement with the respective results of
such calculation;
(ii) If such Computational Materials and ABS Term Sheets
include data reflecting the distribution of interest at other than a
fixed rate, or reflecting other characteristics that give rise to the
use of tables in such Computational Materials and ABS Term Sheets,
such letter shall also set forth such other statements as are
customarily set forth by Arthur Andersen in such letter with respect
to such data; and
(iii) They have performed certain specified procedures as a
result of which they have determined that the information of an
accounting, financial or statistical nature set forth in such
Computational Materials and ABS Term Sheets agrees with the data sheet
or computer tape prepared by each Mortgage Loan Seller, unless
otherwise indicated in such letter.
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<PAGE> 14
(h) The Underwriters shall have received an opinion of counsel,
dated the Closing Date, from Andrews & Kurth L.L.P., counsel to the
Underwriters, in form and substance satisfactory to them.
(i) SBMS and the Underwriters shall have received an opinion of
counsel, dated the Closing Date, from Andrews & Kurth L.L.P., stating that,
based on conferences and telephone conversations with representatives of the
Mortgage Loan Sellers, the Underwriters, SBMS, the Trustee, the Master
Servicer, the Special Servicer and their respective counsel, and further based
on a review of certain legal documents relating to the SBRC Mortgage Loans and
a compilation of the information in the loan summaries for the SBRC Mortgage
Loans (but otherwise without having reviewed any of the mortgage notes,
mortgages or other documents relating to the Mortgage Loans or made any inquiry
of any originator of any Mortgage Loan), nothing has come to such counsel's
attention that would lead it to believe that the statements in the Prospectus
relating to the description of the SBRC Mortgage Loans (except for any
accounting, financial or statistical information contained in or omitted from
the Prospectus and information incorporated by reference into the Prospectus,
all as to which such counsel has not been requested to comment), at the date of
the Prospectus Supplement or at the Closing Date, included or includes an
untrue statement of a material fact or omitted 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.
(j) SBMS and the Underwriters shall have received an opinion of
counsel, dated the Closing Date, from Sidley & Austin, in its capacity as
counsel for Greenwich Capital, stating that, based on conferences and telephone
conversations with representatives of the Mortgage Loan Sellers, the
Underwriters, SBMS, the Trustee, the Master Servicer, the Special Servicer and
their respective counsel, and further based on a review of certain legal
documents relating to the Greenwich Capital Mortgage Loans and a compilation of
the information in the loan summaries for the Greenwich Capital Mortgage Loans
(but otherwise without having reviewed any of the mortgage notes, mortgages or
other documents relating to the Mortgage Loans or made any inquiry of any
originator of any Mortgage Loan), nothing has come to such counsel's attention
that would lead it to believe that the statements in the Prospectus relating to
the description of the Greenwich Capital Mortgage Loans (except for any
accounting, financial or statistical information contained in or omitted from
the Prospectus and information incorporated by reference into the Prospectus,
all as to which such counsel has not been requested to comment), at the date of
the Prospectus Supplement or at the Closing Date, included or includes an
untrue statement of a material fact or omitted 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.
(k) Subsequent to the date hereof, there shall not have occurred
any change, or any development involving a prospective change, in or affecting
the business or properties of SBMS that Salomon concludes, in its opinion after
consultation with SBMS, materially impairs the investment quality of the
Registered Certificates so as to make it impractical or inadvisable to proceed
with the public offering or the delivery of the Registered Certificates as
contemplated by the Prospectus.
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(l) The Registered Certificates shall have been assigned ratings
no less than those set forth on Schedule I and such ratings shall not have been
rescinded or qualified.
7 INDEMNIFICATION AND CONTRIBUTION. (a) SBMS agrees to
indemnify and hold harmless each Underwriter and each person who controls such
Underwriter within the meaning of either the Securities Act or the Exchange Act
against any and all losses, claims, damages or liabilities, joint or several,
to which it or any of them may become subject under the Securities Act, the
Exchange 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, the Prospectus or any revision or amendment thereof or supplement
thereto, or in any other filing incorporated by reference therein, 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 for any legal
or other expenses reasonably incurred by it or him in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided that SBMS 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 (i) any
such untrue statement or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact in the Prospectus or any
revision or amendment thereof or supplement thereto in reliance upon and in
conformity with written information furnished to SBMS by or on behalf of any
Underwriter specifically for use in connection with the preparation thereof,
(ii) any such untrue statement or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact that is, in accordance
with the terms thereof, covered by the indemnification provided by SBRC
pursuant to the indemnification agreement executed in connection with the
SBRC/SBMS Mortgage Loan Purchase Agreement by SBRC, SBMS and each of the
Underwriters (the "SBRC/SBMS Indemnification Agreement") or by Greenwich
Capital pursuant to the indemnification agreement executed in connection with
the Greenwich Capital/SBMS Mortgage Loan Purchase Agreement by Greenwich
Capital, SBMS and each of the Underwriters (the "Greenwich Capital/SBMS
Indemnification Agreement"; each of the Greenwich Capital/SBMS Indemnification
Agreement and the SBRC/SBMS Indemnification Agreement, an "Indemnification
Agreement"), (iii) any such untrue statement or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact is made
in any Computational Materials or ABS Term Sheets provided by any Underwriter
to prospective investors in connection with the sale of the Registered
Certificates and incorporated by reference into the Registration Statement or
Prospectus as a result of any filing pursuant to Section 5(e), or (iv) any
breach, inaccuracy or untruth of any of the statements, representations,
warranties and/or covenants made by any Underwriter pursuant to Section 6(f)
and/or Section 9(b). This indemnity agreement will be in addition to any
liability that SBMS may otherwise have.
(b) Each Underwriter, severally and not jointly, agrees to
indemnify and hold harmless SBMS and each of its directors, each of its
officers who signed the Registration Statement or any amendments thereof, and
each person who controls SBMS within the meaning of either the Securities Act
or the Exchange Act, to the same extent as the foregoing indemnities from SBMS
to
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the Underwriters, but only with reference to (i) written information furnished
to SBMS by or on behalf of such Underwriter, specifically for use in connection
with the preparation of the Prospectus or any revision or amendment thereof or
supplement thereto, (ii) any untrue statement or alleged untrue statement of a
material fact made in Computational Materials or ABS Term Sheets provided by
such Underwriter to prospective investors in connection with the sale of the
Registered Certificates and incorporated by reference into the Registration
Statement or Prospectus as a result of any filing pursuant to Section 5(e)
(except that no such indemnity shall be available for any losses, claims,
damages or liabilities, or actions in respect thereof, resulting from any
Collateral Error (as defined below), other than a Corrected Collateral Error
(as defined below)), (iii) any omission or alleged omission to state in any
Computational Materials or ABS Term Sheets provided by such Underwriter to
prospective investors in connection with the sale of the Registered
Certificates and incorporated by reference into the Registration Statement or
Prospectus as a result of any filing pursuant to Section 5(e), a material fact
that when read in conjunction with the Prospectus, is required to be stated
therein or necessary to make the statements therein not misleading (except that
no such indemnity shall be available for any losses, claims, damages or
liabilities, or actions in respect thereof, resulting from any Collateral
Error, other than a Corrected Collateral Error) and (iv) any material breach,
inaccuracy or untruth of any of the statements, representations, warranties
and/or covenants set forth in Section 6(f) and/or Section 9(b). This indemnity
agreement will be in addition to any liability that the Underwriters may
otherwise have. SBMS acknowledges that the statements set forth in the fourth
and fifth sentences of the final paragraph on the cover page of the Prospectus
Supplement, the subsection entitled "Summary of Prospectus Supplement -
Relevant Parties - Underwriters" in the Prospectus Supplement and the second
paragraph, the first sentence of the third paragraph, the first sentence of the
fourth paragraph and the first sentence of the sixth paragraph under the
heading "Method of Distribution" in the Prospectus Supplement, constitute the
only information furnished in writing by or on behalf of the Underwriters for
inclusion in the Prospectus or any revision or amendment thereof or supplement
thereto, and each Underwriter confirms that such statements attributable
thereto are correct.
As used herein, "Collateral Error" shall mean any error in
the information concerning the Mortgage Loans furnished by either Mortgage Loan
Seller to SBMS or any Underwriter in writing or by electronic transmission that
was used in the preparation of any Computational Materials or ABS Term Sheets;
and "Corrected Collateral Error" shall mean any Collateral Error as to which
the Underwriters, prior to the dissemination of the materials from which any
loss, claim, damage or liability or action in respect thereof arose, were
notified in writing or provided in written or electronic form information
superseding or correcting such Collateral Error, including, without limitation,
as part of the Prospectus.
(c) Promptly after receipt by an indemnified party under Sections
7(a) or (b) above of notice of the commencement of any suit, action, proceeding
(including, without limitation, any governmental or regulatory investigation),
claim or demand, such indemnified party will, if a claim in respect thereof is
to be made against the indemnifying party under Sections 7(a) or (b) above,
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 that it may have to any indemnified party otherwise
than under this Section 7; provided, however, that any increase in
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such liability as a result of such failure to notify shall not be an expense of
the indemnifying party. 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
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 that, if the defendants in any such action include both the
indemnified party and the indemnifying party, and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties that 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 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 the indemnified party of counsel, the indemnifying
party will not be liable to such indemnified party for legal expenses of other
counsel or other expenses, in each case subsequently incurred by such
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 preceding
sentence (it being understood, however, that the indemnifying party shall not
be liable for the expenses of more than one separate counsel (in addition to
any local counsel), approved by the indemnified party or parties, representing
the indemnified party or parties 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 period after notice of commencement of the action or (iii) the
indemnifying party has authorized 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). No indemnifying party shall, without
the written consent of the indemnified party, effect the settlement or
compromise of, or consent to the entry of any judgment with respect to, any
pending or threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified party is
an actual or potential party to such action or claim) unless such settlement,
compromise or judgment (A) includes an unconditional release of the indemnified
party from all liability arising out of such action or claim and (B) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified party.
(d) If the indemnification provided for in Sections 7(a) or (b)
above is due in accordance with its terms but is for any reason held by a court
to be unavailable on grounds of public policy or otherwise, SBMS and the
related Underwriter shall each contribute to the aggregate losses, claims,
damages and liabilities (including legal and other expenses reasonably incurred
in connection with investigating or defending same) to which SBMS and such
Underwriter may be subject in such proportion so that such Underwriter is
responsible for 0.5% thereof and SBMS is responsible for the balance; provided,
however, that if such allocation is not permitted by applicable law, then the
indemnifying party shall contribute in such proportion as is appropriate to
reflect not only the relative benefits referred to above but also the relative
fault of SBMS on the one hand and the related Underwriter on the other in
connection with the statements or omissions that resulted in such losses,
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claims, damages or liabilities, as well as any other relevant equitable
considerations. Notwithstanding the foregoing provisions of this Section 7(d),
no Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the Registered Certificates
underwritten by it and distributed to the public, were sold, exceeds the amount
of any damages which such party has otherwise been required to pay by reason of
such untrue statement or omission of a material fact or alleged untrue
statement or omission of a material fact. The relative fault of SBMS on the one
hand and the related Underwriter on the other 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 SBMS or by such Underwriter and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. Notwithstanding the foregoing, however, no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. For purposes of this
Section 7, each person who controls an Underwriter within the meaning of either
the Securities Act or the Exchange Act shall have the same rights to
contribution as such Underwriter, and each person who controls SBMS within the
meaning of either the Securities Act or the Exchange Act, each officer of SBMS
who shall have signed the Registration Statement or any amendments thereof and
each director of SBMS shall have the same rights to contribution as SBMS. Any
party entitled to contribution will, promptly after receipt of notice of
commencement of any action, suit or proceeding against such party in respect of
which a claim for contribution may be made against another party or parties
under this paragraph (d), notify such party or parties from whom contribution
may be sought, but the omission to so notify such party or parties shall not
relieve the party or parties from whom contribution may be sought from any
other obligation it or they may have hereunder or otherwise than under this
paragraph (d).
(e) The Underwriters further agree as follows:
(i) Salomon will indemnify and hold harmless each of
Greenwich and Chase against any losses, claims, damages or liabilities
to which either of them may become subject, under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities
arise out of or are based upon (1) any untrue statements or
misstatements of a material fact made in Computational Materials or
ABS Term Sheets prepared by Salomon (except when due solely to a
Collateral Error) or (2) Salomon's failure to comply with Section 9,
and will reimburse each of Greenwich and Chase for any legal or other
expenses reasonably incurred by either of them thereby in connection
with investigating or defending any such action or claim as such
expenses are incurred.
(ii) Greenwich will indemnify and hold harmless each of
Salomon and Chase against any losses, claims, damages or liabilities
to which either of them may become subject, under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities
arise out of or are based upon (1) any untrue statements or
misstatements of a material fact made in Computational Materials or
ABS Term Sheets prepared by Greenwich (except when due solely to a
Collateral Error) or (2) Greenwich's failure to comply with Section 9,
and will reimburse each of Salomon and Chase for any legal or other
expenses
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reasonably incurred by either of them thereby in connection with
investigating or defending any such action or claim as such expenses
are incurred.
(iii) Chase will indemnify and hold harmless each of
Salomon and Greenwich against any losses, claims, damages or
liabilities to which either of them may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities arise out of or are based upon (1) any untrue
statements or misstatements of a material fact made in Computational
Materials or ABS Term Sheets prepared by Chase (except when due solely
to a Collateral Error) or (2) Chase's failure to comply with Section
9, and will reimburse each of Salomon and Greenwich for any legal or
other expenses reasonably incurred by either of them thereby in
connection with investigating or defending any such action or claim as
such expenses are incurred.
(iv) Promptly after receipt by an indemnified party under
clause (i), clause (ii) or clause (iii) above of notice of the
commencement of any action, such indemnified party shall, if a claim
in respect thereof is to be made against the indemnifying party under
such clause, notify the indemnifying party in writing of the
commencement thereof; but the omission to so notify the indemnifying
party shall not relieve it from any liability which it may have to any
indemnified party otherwise than under such clause; provided, however,
that any increase in such liability as a result of such failure to
notify shall not be an expense of the indemnifying party. In case any
such action shall be brought against any indemnified party, and it
shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein and, 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 reasonable satisfactory to
such indemnified party, and, after notice from the indemnifying party
to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such
indemnified party under clause (i), clause (ii), or clause (iii) above
for any legal expenses of other counsel or any other expenses, in each
case subsequently incurred by such indemnified party, in connection
with the defense thereof unless (A) the indemnified party shall have
employed separate counsel in connection with the assertion of legal
defenses in accordance with the proviso to this sentence (it being
understood, however, that the indemnifying party shall not be liable
for the expenses of more than one separate counsel (in addition to any
local counsel), approved by the indemnified party or parties,
representing the indemnified party or parties who are parties to such
action), (B) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the
indemnified party within a reasonable time period after notice of
commencement of the action or (C) the indemnifying party has
authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party; and except that, if clause (A) or
(C) is applicable, such liability shall be only in respect of the
counsel referred to in such clause (A) or (C); provided that, if the
defendants in any such action include both the indemnified party and
the indemnifying party, and the indemnified party shall have
reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or
additional to those available to the indemnifying party, the
indemnified party or
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parties shall have the right to select separate counsel to assert such
legal defenses and to otherwise participate in the defense of such
action on behalf of such indemnified party or parties. No indemnifying
party shall, without the written consent of the indemnified party,
effect the settlement or compromise of, or consent to the entry of any
judgment with respect to, any pending or threatened action or claim in
respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement,
compromise or judgment (A) includes an unconditional release of the
indemnified party from all liability arising out of such action or
claim and (B) does not include a statement as to or an admission of
fault, culpability or a failure to act, by or on behalf of the
indemnified party.
(v) If the indemnification provided in clause (i), clause
(ii), or clause (iii) above, as the case may be, is due in accordance
with its terms in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, but
is for any reason held by a court to be unavailable on grounds of
public policy or otherwise, then the 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 both
the relative benefits received by the indemnifying party on the one
hand and indemnified party on the other, from the offering of the
Registered Certificates, and the relative fault of the indemnifying
party on the one hand and indemnified party on the other in connection
with the statements which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other
relevant equitable considerations. The relative benefits received by
the indemnifying party on the one hand and indemnified party on the
other shall be deemed to be in the same proportion to the amount of
Registered Certificates underwritten by each such party. 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 indemnifying party on the one hand or
indemnified party on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not
be just and equitable if contribution pursuant to this clause (v) were
determined by pro rata allocation or by any other method of allocation
which does not take into account the equitable considerations referred
to above in this clause (v). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this
clause (v) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding
the provisions of this clause (v), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price
at which the Registered Certificates underwritten by it and
distributed to the public, were sold, exceeds the amount of any
damages which such party has otherwise been required to pay by reason
of such untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact. No person
guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall
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be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
(vi) The respective obligations of each of Salomon,
Greenwich and Chase under clauses (i) through (v) above shall be in
addition to any liability which each may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any,
who controls Salomon, Greenwich and Chase, as applicable, within the
meaning of the Securities Act or the Exchange Act.
8 FEES AND EXPENSES. (a) Except as provided in Section
8(b) or any other particular Section hereof, costs and expenses
incurred in connection with the transactions herein contemplated shall
be allocated pursuant to the terms of that certain Term Sheet dated
January 26, 2000 (the "Term Sheet").
(b) If this Agreement shall be terminated by any
Underwriter because of any failure or refusal on the part of SBMS to
comply in all material respects with the terms or to fulfill any of
the conditions of this Agreement or if for any reason SBMS shall be
unable to perform in all material respects its obligations under this
Agreement or any condition of such Underwriter's obligations cannot be
fulfilled, SBMS agrees to reimburse or cause the reimbursement of such
Underwriter for all out-of-pocket expenses (including the reasonable
fees and expenses of its counsel) reasonably incurred by such
Underwriter in connection with this Agreement or the offering
contemplated hereunder.
9 COMPUTATIONAL MATERIALS AND ABS TERM SHEETS. (a) Not
later than 10:30 a.m., New York City time, on the date hereof, each
Underwriter shall deliver to SBMS five (5) complete copies of all
materials provided by such Underwriter to prospective investors in the
Registered Certificates that constitute either (i) "Computational
Materials" within the meaning of the no-action letter dated May 20,
1994 issued by the Division of Corporation Finance of the Commission
to Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co.
Incorporated, and Kidder Structured Asset Corporation and the
no-action letter dated May 27, 1994 issued by the Division of
Corporation Finance of the Commission to the Public Securities
Association (together, the "Kidder Letters") or (ii) "ABS Term Sheets"
within the meaning of the no-action letter dated February 17, 1995
issued by the Division of Corporation Finance of the Commission to the
Public Securities Association (the "PSA Letter", and together with the
Kidder Letters, the "No-Action Letters"), if the filing of such
materials with the Commission is a condition of the relief granted in
such letters and, in the case of any such materials that constitute
"Collateral Term Sheets" within the meaning of the PSA Letter, such
Collateral Term Sheets have not previously been delivered to SBMS as
contemplated by Section 9(b)(i) below. Each delivery of Computational
Materials pursuant to this paragraph (a) shall be effected by
delivering four (4) copies of such materials to counsel for SBMS and
one copy of such materials to SBMS. Each delivery of ABS Term Sheets
pursuant to this paragraph (a) shall be effected by delivering such
materials to counsel for SBMS on behalf of SBMS at the address
specified
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<PAGE> 22
in Section 16 hereof in a format that will permit such materials to be
promptly filed electronically with the Commission.
(b) Each Underwriter represents and warrants to and
agrees with SBMS, as of the date hereof and as of the Closing Date, as
applicable, that:
(i) If such Underwriter has provided any
Collateral Term Sheets to potential investors in the
Registered Certificates prior to the date hereof and if the
filing of such materials with the Commission is a condition
of the relief granted in the No-Action Letters, then in each
such case such Underwriter delivered such materials in the
format contemplated by Section 9(a) to counsel for SBMS on
behalf of SBMS at the address specified in Section 16 hereof
no later than 10:30 a.m., New York City time, on the first
business day following the date on which such materials were
initially provided to a potential investor;
(ii) The Computational Materials (either in
original, aggregated or consolidated form) and ABS Term
Sheets furnished to SBMS pursuant to Section 9(a) or as
contemplated in Section 9(b)(i) constitute all of the
materials relating to the Registered Certificates furnished
by such Underwriter (whether in written, electronic or other
format) to prospective investors in the Registered
Certificates prior to the date hereof, except for any
Preliminary Prospectus and any Computational Materials and
ABS Term Sheets that are not required to be filed with the
Commission in accordance with the No-Action Letters, and all
Computational Materials and ABS Term Sheets provided by such
Underwriter to potential investors in the Registered
Certificates comply with the requirements of the No-Action
Letters;
(iii) On the respective dates any such
Computational Materials and/or ABS Term Sheets with respect
to the Registered Certificates referred to in Section
9(b)(ii) were last furnished by such Underwriter to each
prospective investor, on the date of delivery thereof to SBMS
pursuant to or as contemplated by this Section 9 and on the
Closing Date, such Computational Materials and/or ABS Term
Sheets did not and will not include any untrue statement of a
material fact, or, when read in conjunction with the
Prospectus, omit to state a material fact required to be
stated therein or necessary to make the statements therein
not misleading;
(iv) At the time any Computational Materials or
ABS Term Sheets with respect to the Registered Certificates
were furnished to a prospective investor and on the date
hereof, such Underwriter possessed, and on the date of
delivery of such materials to SBMS pursuant to or as
contemplated by this Section 9 and on the Closing Date, such
Underwriter will possess, the capability, knowledge,
expertise, resources and systems of internal control
necessary to ensure that such Computational Materials and/or
ABS Term Sheets conform to the representations and warranties
of such Underwriter contained in subparagraphs (ii) and (iii)
above of this paragraph (b);
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<PAGE> 23
(v) All Computational Materials and ABS Term
Sheets with respect to the Registered Certificates furnished
by such Underwriter to potential investors contained and will
contain a legend, prominently displayed on the first page
thereof, to the effect that SBMS has not prepared, reviewed
or participated in the preparation of such Computational
Materials or ABS Term Sheets, is not responsible for the
accuracy thereof and has not authorized the dissemination
thereof;
(vi) All Collateral Term Sheets with respect to
the Registered Certificates furnished by such Underwriter to
potential investors contained and will contain a legend,
prominently displayed on the first page thereof, indicating
that the information contained therein will be superseded by
the description of the Mortgage Loans contained in the
Prospectus and, except in the case of the initial Collateral
Term Sheet, that such information supersedes the information
in all prior Collateral Term Sheets; and
(vii) On and after the date hereof, such
Underwriter shall not deliver or authorize the delivery of
any Computational Materials, ABS Term Sheets or other
materials relating to the Registered Certificates (whether in
written, electronic or other format) to any potential
investor unless such potential investor has received a
Prospectus prior to or at the same time as the delivery of
such Computational Materials, ABS Term Sheets or other
materials.
Notwithstanding the foregoing, no Underwriter makes any
representation or warranty as to whether any Computational Materials
or ABS Term Sheets with respect to the Registered Certificates
included or will include any untrue statement resulting directly from
any Collateral Error (except any Corrected Collateral Error, with
respect to materials prepared after the receipt by the Underwriters
from SBMS or either Mortgage Loan Seller of notice of such Corrected
Collateral Error or materials superseding or correcting such
Collateral Error).
(c) The Underwriters acknowledge and agree that SBMS has
not authorized and will not authorize the distribution of any
Computational Materials or ABS Term Sheets with respect to the
Registered Certificates to any prospective investor, and agree that
any such Computational Materials and/or ABS Term Sheets furnished to
prospective investors shall include a disclaimer in the form set forth
in paragraph (b)(v) above. The Underwriters agree that they will not
represent to potential investors that any Computational Materials
and/or ABS Term Sheets with respect to the Registered Certificates
were prepared or disseminated on behalf of SBMS.
(d) If, at any time when a prospectus relating to the
Registered Certificates is required to be delivered under the
Securities Act prior to 90 days from the date hereof, it shall be
necessary in the opinion of the Underwriters or their counsel to amend
or supplement the Prospectus as a result of an untrue statement of a
material fact contained in any Computational Materials or ABS Term
Sheets provided by the Underwriters pursuant to or
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<PAGE> 24
as contemplated by this Section 9 or the omission to state a material
fact required, when considered in conjunction with the Prospectus, to
be stated therein or necessary to make the statements therein, when
read in conjunction with the Prospectus, not misleading, or if it
shall be necessary to amend or supplement any Current Report to comply
with the Securities Act or the rules thereunder, the Underwriters, at
their expense (or, if such amendment or supplement is necessary due to
a Collateral Error (except any Corrected Collateral Error, with
respect to materials prepared after the receipt by the Underwriters
from SBMS or either Mortgage Loan Seller of notice of such Corrected
Collateral Error or materials superseding or correcting such
Collateral Error), at the expense of SBMS), shall promptly prepare and
furnish to SBMS for filing with the Commission an amendment or
supplement that will correct such statement or omission or an
amendment that will effect such compliance and shall distribute such
amendment or supplement to each prospective investor in the Registered
Certificates that received such information being amended or
supplemented. The Underwriters represent and warrant to SBMS, as of
the date of delivery of such amendment or supplement to SBMS, that
such amendment or supplement will not include any untrue statement of
a material fact or, when read in conjunction with the Prospectus, omit
to state a material fact required to be stated therein or necessary to
make the statements therein not misleading. SBMS shall have no
obligation to file such amendment or supplement if SBMS determines
that (i) such amendment or supplement contains any untrue statement of
a material fact or, when read in conjunction with the Prospectus,
omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading (it being
understood, however, that SBMS shall have no obligation to review or
pass upon the accuracy or adequacy of, or to correct, any such
amendment or supplement provided by the Underwriters to SBMS pursuant
to this paragraph (d)) or (ii) such filing is not required under the
Securities Act. Notwithstanding the foregoing, the Underwriters make
no representation or warranty as to whether any such amendment or
supplement of Computational Materials or ABS Term Sheets with respect
to the Registered Certificates included or will include any untrue
statement resulting directly from any Collateral Error (except any
Corrected Collateral Error, with respect to materials prepared after
the receipt by the Underwriters from SBMS or either Mortgage Loan
Seller of notice of such Corrected Collateral Error or materials
superseding or correcting such Collateral Error).
(e) If, at any time when a prospectus relating to the
Registered Certificates is required to be delivered under the
Securities Act prior to 90 days from the date hereof, it shall be
necessary in the opinion of SBMS or its counsel to amend or supplement
the Prospectus as a result of an untrue statement of a material fact
contained in any Computational Materials or ABS Term Sheets provided
by the Underwriters pursuant to or as contemplated by this Section 9
or the omission to state therein a material fact required, when
considered in conjunction with the Prospectus, to be stated therein or
necessary to make the statements therein, when read in conjunction
with the Prospectus, not misleading, or if it shall be necessary to
amend or supplement any Current Report to comply with the Securities
Act or the rules thereunder, SBMS promptly will notify the
Underwriters of the necessity of such amendment or supplement, and the
Underwriters, at their expense (or, if such amendment or supplement is
necessary due to a Collateral Error (except any Corrected
24
<PAGE> 25
Collateral Error, with respect to materials prepared after the receipt
by the Underwriters from SBMS or either the Mortgage Loan Seller of
notice of such Corrected Collateral Error or materials superseding or
correcting such Collateral Error), at the expense of SBMS), shall
promptly prepare and furnish to SBMS for filing with the Commission an
amendment or supplement that will correct such statement or omission
or an amendment that will effect such compliance and shall distribute
such amendment or supplement to each prospective investor in the
Registered Certificates that received such information being amended
or supplemented. The Underwriters represent and warrant to SBMS, as of
the date of delivery of such amendment or supplement to SBMS, that
such amendment or supplement will not include any untrue statement of
a material fact or, when read in conjunction with the Prospectus, omit
to state a material fact required to be stated therein or necessary to
make the statements therein not misleading. SBMS shall have no
obligation to file such amendment or supplement if SBMS determines
that such amendment or supplement contains any untrue statement of a
material fact or, when read in conjunction with the Prospectus, omits
to state a material fact required to be stated therein or necessary to
make the statements therein not misleading (it being understood,
however, that SBMS shall have no obligation to review or pass upon the
accuracy or adequacy of, or to correct, any such amendment or
supplement provided by the Underwriters to SBMS pursuant to this
paragraph (e)). Notwithstanding the foregoing, the Underwriters make
no representation or warranty as to whether any such amendment or
supplement of Computational Materials or ABS Term Sheets with respect
to the Registered Certificates included or will include any untrue
statement resulting directly from any Collateral Error (except any
Corrected Collateral Error, with respect to materials prepared after
the receipt by the Underwriters from SBMS or either Mortgage Loan
Seller of notice of such Corrected Collateral Error or materials
superseding or correcting such Collateral Error).
10 TERMINATION. This Agreement shall be subject to
termination by notice given to SBMS, if the sale of the Registered
Certificates provided for herein is not consummated because of any
failure or refusal on the part of SBMS to comply in all material
respects with the terms or to fulfill in all material respects any of
the conditions of this Agreement, or if for any reason SBMS shall be
unable to perform in all material respects its obligations under this
Agreement. This Agreement shall also be subject to termination in the
absolute discretion of Salomon, by notice given to SBMS prior to
delivery of and payment for the Certificates, if prior to such time
(i) trading in securities generally on the New York 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 material outbreak or escalation of
hostilities 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 Salomon after consultation with SBMS,
impracticable to market the Registered Certificates.
11 DEFAULT BY AN UNDERWRITER. If any Underwriter shall
fail to purchase and pay for any of the Registered Certificates agreed
to be purchased by such Underwriter hereunder and such failure to
purchase shall constitute a default in the performance of its
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<PAGE> 26
obligations under this Agreement, the remaining Underwriters shall be
obligated to take up and pay for the Registered Certificates that the
defaulting Underwriter or Underwriters agreed but failed to purchase;
provided, however, that in the event that the purchase price of the
Registered Certificates that the defaulting Underwriter or
Underwriters agreed but failed to purchase shall exceed 10% of the
aggregate Purchase Price of the Registered Certificates, the remaining
Underwriters shall have the right to purchase all, but shall not be
under any obligation to purchase any, of the Registered Certificates,
and if such nondefaulting Underwriters do not purchase all of the
Registered Certificates, this Agreement will terminate without
liability to the nondefaulting Underwriters or SBMS. In the event of a
default by an Underwriter as set forth in this Section 11, the Closing
Date for the Registered Certificates shall be postponed for such
period, not exceeding seven (7) days, as the nondefaulting
Underwriters shall determine in order that the required changes in the
Registration Statement, the Prospectus or in any other documents or
arrangements may be effected. Nothing contained in this Agreement
shall relieve any defaulting Underwriter of its liability, if any, to
SBMS and to any nondefaulting Underwriter for damages occasioned by
its default hereunder.
12 REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The
respective agreements, representations, warranties, indemnities and
other statements of SBMS, the Underwriters and their respective
officers, directors, employees and agents 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 the
Underwriters, SBMS or any of the officers, directors or controlling
persons referred to in Section 7 hereof, and will survive delivery of
and payment for the Registered Certificates. The provisions of
Sections 7 and 8(b) hereof shall survive the termination or
cancellation of this Agreement.
13 BENEFICIARIES. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their respective
successors and the officers, directors and controlling persons
referred to in Section 7 hereof, 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 substantive laws of the State of
New York, applicable to agreements negotiated, made and to be
performed entirely in said state.
15 MISCELLANEOUS. This Agreement supersedes all prior
or contemporaneous agreements and understandings relating to the
subject matter hereof (other than the Term Sheet). Neither this
Agreement nor any term hereof may be changed, waived, discharged or
terminated except by a writing signed by the party against whom
enforcement of such change, waiver, discharge or termination is
sought. This Agreement may be signed in any number of counterparts,
each of which shall be deemed an original, and that taken together
shall constitute one and the same instrument.
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16 NOTICES. All communications hereunder will be in
writing and effective only upon receipt and, if sent to the
Underwriters, will be delivered to Salomon Smith Barney Inc., 388
Greenwich Street, New York, NY 10013, Attention: Angela Hutzel,
Greenwich Capital Markets, Inc., 600 Steamboat Road, Greenwich, CT
06830, Attention: Mark Jarrell, and Chase Securities, Inc., 450 West
33rd Street, 14th Floor, New York, NY 10001-2697, Attention: Scott
Hendry; and, if sent to SBMS, will be delivered to Salomon Brothers
Mortgage Securities VII, Inc., 388 Greenwich Street, New York, NY
10013, Attention: Angela Hutzel, and, solely for purposes of Section
5(e), Sidley & Austin, 875 Third Avenue, New York, NY 10022,
Attention: William J. Cullen; or, in each such case, to such other
address as may be forwarded by any such party to the other parties
hereto in writing.
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If the foregoing is in accordance with your understanding of
our agreement, please sign and return to the undersigned a counterpart
hereof, whereupon this letter and your acceptance shall represent a
binding agreement between you and SBMS.
Very truly yours,
SALOMON BROTHERS MORTGAGE
SECURITIES VII, INC.
By: /s/ ANGELA M. HUTZEL
--------------------------------
Name: Angela M. Hutzel
Title: Assistant Vice President
The foregoing Underwriting Agreement
is hereby confirmed and accepted as of the
date first above written.
SALOMON SMITH BARNEY INC.
By:
---------------------------------------
Name:
Title:
GREENWICH CAPITAL MARKETS, INC.
By: /s/ MARK R. JARRELL
---------------------------------------
Name: Mark R. Jarrell
Title: Senior Vice President
CHASE SECURITIES INC.
By:
---------------------------------------
Name:
Title:
<PAGE> 29
SCHEDULE I
As used in this Agreement, the term "Registration Statement" refers to
the registration statement No. 333-84249 filed by SBMS on Form S-3 and
declared effective by the Commission.
TITLE AND DESCRIPTION OF THE REGISTERED CERTIFICATES:
Commercial Mortgage Pass-Through Certificates, Series 2000-C1, Class
A-1, Class A-2, Class X, Class B, Class C, Class D, Class E, Class F
and Class G Certificates.
Underwriting Agreement, dated as of June 5, 2000
Cut-off Date: June 1, 2000
<TABLE>
<CAPTION>
Initial Class Principal
Balance (or, in the case
Class of Class X, Class Initial Rating
Designation Purchase Price Notional Amount)(1)(2) Pass-Through Rate by Moody's/S&P (3)
----------- -------------- ---------------------- ----------------- ------------------
<S> <C> <C> <C> <C>
Class A-1 100.0699% $127,510,000 7.46% Aaa/AAA
Class A-2 99.5360% $403,898,000 7.52% Aaa/AAA
Class X 4.3377% $713,300,121 .6132% Aaa/AAAr
Class B 98.6689% $35,665,000 7.52% Aa2/AA
Class C 97.7019% $30,315,000 7.52% A2/A
Class D 97.0669% $10,700,000 7.52% A3/A-
Class E 94.5194% $8,916,000 7.52% Baa1/BBB+
Class F 93.9060% $14,266,000 7.52% Baa2/BBB
Class G 91.7989% $10,700,000 7.52% Baa3/BBB-
</TABLE>
(1) Subject to a variance of plus or minus 5.0%.
(2) Subject to rounding to the nearest whole dollar, Salomon
Smith Barney Inc. will acquire 28%, Greenwich Capital
Markets, Inc. will acquire 68% and Chase Securities, Inc.
will acquire 4% of the Class Principal Balance of the Class
A-1 Certificates; Solomon Smith Barney Inc. will acquire 27%,
Greenwich Capital Markets, Inc. will acquire 68% and Chase
Securities Inc. will acquire 5% of the Class Principal
Balance of the Class A-2 Certificates; and Solomon Smith
Barney Inc. will acquire 32% and Greenwich Capital Markets,
Inc. will acquire 68% of the remaining classes of Registered
Certificates.
(3) By each of Moody's Investors Service, Inc. ("Moody's") and
Standard & Poor's Rating Services, a division of The
McGraw-Hill Companies, Inc. ("S&P").
Purchase Price: The purchase prices set forth in the above schedule
for each Class of Certificates, plus interest on the Class Principal
Balance of each Class of Certificates and also on the Class Notional
Amount of the Class X Certificates, in each case at the initial
Pass-Through Rate for the applicable Class, from the Cut-off Date to
but not including the Closing Date.
----------------------------------------------------------------------
Closing Time, Date and Location: 10:00 a.m. New York City time on June
28, 2000 at the offices of Sidley & Austin, 875 Third Avenue, New
York, New York 10022.
----------------------------------------------------------------------
Issuance and delivery of Registered Certificates: Each class of
Registered Certificates will be issued as one or more Certificates
registered in the name of Cede & Co., as nominee of The Depository
Trust Company. Beneficial owners will hold interests in such
Certificates through the book-entry facilities of The Depository Trust
Company in minimum denominations of initial principal balance or
notional amount, as the case may be, of $10,000 (or $1,000,000, in the
case of the Class X Certificates) and integral multiples of $1 in
excess thereof.
