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PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 20_____, CLASS A-1, CLASS A-2, CLASS A-3,
CLASS B, CLASS C, CLASS D, CLASS E AND CLASS F
UNDERWRITING AGREEMENT
New York, New York
, 20__
Prudential Securities Incorporated
One Seaport Plaza - 30th Floor
New York, New York 10292
Ladies and Gentlemen:
Prudential Securities Secured Financing Corporation, a Delaware
corporation (the "Company"), proposes to issue and sell, pursuant to the terms
of this Underwriting Agreement (this "Underwriting Agreement") to [Prudential
Securities Incorporated (or )], as underwriter (the "Underwriter"), the
Prudential Securities Secured Financing Corporation Commercial Mortgage
Pass-Through Certificates, Series _______, Class A-1, Class A-2, Class A-3,
Class B, Class C, Class D, Class E and Class F Certificates (collectively, the
"Offered Certificates") having the respective initial aggregate approximate
Certificate Balances set forth on Schedule I hereto, each Certificate
evidencing an undivided beneficial ownership interest in a separate trust fund
(the "Trust Fund"), the property of which is primarily comprised of a pool (the
"Mortgage Pool") of __ fixed-rate mortgage loans, with original terms to
maturity of not more than years (the "Mortgaged Loans"), secured by first liens
on commercial and multifamily residential properties (the "Mortgaged
Properties"). The Mortgaged Properties consist of office buildings, health-care
related properties, congregate care facilities, hotels and motels, warehouse,
mini warehouse and self-storage facilities, industrial properties, motels and
hotels, mobile home parks, apartment buildings or complexes consisting of five
or more rental units or a complex of duplex units, cooperative apartment
buildings, nursing homes, office/retail properties, anchored retail properties,
single tenant retail properties, unanchored retail properties, and/or other
commercial real estate properties, multifamily residential properties, and/or
mixed residential commercial properties.
The sale of the Offered Securities is to occur simultaneously with the
separate offering of Prudential Securities Secured Financing Corporation
Commercial Mortgage Pass-Through Certificates, Series _______, Class A-1, Class
A-2, Class A-3 and Class A-EC, Class B, Class C, Class D, Class E, Class F,
Class G, Class H, Class J, Class K-1, Class K-2, Class R-1, Class R-2 and Class
R-3 (the "Privately Placed Certificates"),
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which are being issued pursuant to the Private Placement Memorandum, dated
_________________ (the "Memorandum") and sold to Prudential Securities
Incorporated, as placement agent (in such capacity, the "Placement Agent")
pursuant to a Certificate Purchase Agreement, dated _________________ (the
"Certificate Purchase Agreement").
The Trust Fund will be established pursuant to an agreement (the "Pooling
and Servicing Agreement") to be dated as of ______________, by and among the
Company, as depositor, _______________________________, as servicer (the
"Servicer"), _____________________, as special servicer (the "Special
Servicer"), _____________________, as trustee (the "Trustee"), and
_________________, as fiscal agent (the "Fiscal Agent").
The Mortgage Loans will be purchased by the Company from ("Mortgage Loan
Sellers"), pursuant to a Mortgage Loan Purchase and Sale Agreement to be dated
as of ______________ (the "Mortgage Loan Purchase and Sale Agreement"), among
the Mortgage Loan Sellers, the Servicer and the Company and will be transferred
to the Trustee, for the benefit of the Certificateholders, in exchange for the
Offered Securities and the Privately Placed Certificates.
Capitalized terms used but not otherwise defined herein shall have the
respective meanings assigned to them in the Pooling and Servicing Agreement.
1. Offering by the Underwriter. Upon the execution of this Underwriting
Agreement and the authorization by the Underwriter of the release of the
Offered Securities, the Underwriter proposes to offer for sale to the public
the Offered Securities at the price and upon the terms set forth in the Final
Prospectus (as hereinafter defined).
2. Conditions of the Underwriter's Obligations. The obligation of the
Underwriter hereunder to purchase the Offered Securities shall be subject to
the accuracy of the representations and warranties on the part of the Company
contained herein as of the date hereof and as of the Closing Date, to the
accuracy of the statements of the Company, the Servicer and the Special
Servicer made in any certificate pursuant to the provisions hereof, to the
performance by the Company in all material respects of its obligations
hereunder and to the following additional conditions:
(a) All actions required to be taken and all filings required to be
made by or on behalf of the Company under the Securities Act of 1933, as
amended (the "1933 Act"), and the Securities Exchange Act of 1934, as
amended (the "1934 Act"), prior to the sale of the Offered Securities
shall have been duly taken or made.
(b) The Underwriter shall have received on the Closing Date an
Officer's Certificate of the Company, dated the Closing Date, to the
effect that: (i) No stop order suspending the effectiveness of the
Company's registration
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statement (Registration No. ________) (the "Registration Statement")
shall be in effect; (ii) no proceedings for such purpose shall be
pending before or threatened by the Securities and Exchange Commission
(the "Commission"), or by any authority administering any state
securities or "Blue Sky" laws; (iii) any requests for additional
information on the part of the Commission shall have been complied
with to the Underwriter's reasonable satisfaction, (iv) since the
respective dates as of which information is given in the Registration
Statement, the Prospectus, dated _________________ (the "Prospectus")
and the Prospectus Supplement, dated _________________ (the
"Prospectus Supplement"; together with the Prospectus, the "Final
Prospectus"), there shall have been no material adverse change in the
condition, financial or otherwise, earnings, affairs, regulatory
situation or business prospects of the Company, except as otherwise
stated therein; (v) there are no material actions, suits or
proceedings pending (or threatened) before any court or governmental
agency, authority or body, affecting the Company or the transactions
contemplated by this Underwriting Agreement; and (vi) the Company is
not in violation of its Certificate of Incorporation, as amended, or
its by-laws or in default in the performance or observance of any
obligation, agreement, covenant or condition contained in any
contract, pooling and servicing agreement, indenture, mortgage, loan
agreement, note, lease or other instrument to which it is a party or
by which it or its properties may be bound, which violations or
defaults separately or in the aggregate would have a material adverse
effect on the Company.
(c) Subsequent to the execution of this Underwriting Agreement,
there shall not have occurred any of the following: (i) if at or
prior to the Closing Date, trading in securities on the New York
Stock Exchange shall have been suspended or any material limitation
in trading in securities generally shall have been established on
such exchange, or a banking moratorium shall have been declared by
New York or United States authorities, or (ii) if at or prior to the
Closing Date, there shall have been an outbreak of hostilities
between the United States and any foreign power, or of any other
insurrection or armed conflict involving the United States which
results in the declaration of a national emergency or war, and, in
the reasonable opinion of the Underwriter, makes it impracticable or
inadvisable to offer or sell the Offered Securities.
(d) The Underwriter shall have received written notification
from each of ___________________________ to the effect that the
Offered Securities have been rated no lower than the required ratings
set forth in Schedule I hereto, and as of the Closing Date, such
rating or ratings shall not have been rescinded and there shall not
have been any downgrading, or public notification of a possible
downgrading, or public notification of a possible change without
indication of direction.
(e) The Offered Securities, the Mortgage Loan Purchase and Sale
Agreement, the Pooling and Servicing Agreement and this Underwriting
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Agreement shall have been duly authorized, executed and delivered by
the respective parties thereto and shall be in full force and effect.
(f) The Company shall have delivered to the Underwriter an
Officer's Certificate of the Company, dated the Closing Date, to the
effect that the signer of such certificate has carefully examined the
Prospectus Supplement and this Agreement and that: (i) the
representations and warranties of the Company in this Agreement are
true and correct in all material respects at and as of the Closing
Date with the same effect as if made on the Closing Date, (ii) the
Company has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied at or prior to
the Closing Date, and (iii) nothing has come to the attention of the
signer that would lead the signer to believe that the Prospectus
Supplement contains any untrue statement of a material fact or omits
to state any material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that
no such representation or warranty shall be required as to statements
contained in or omitted from the Prospectus Supplement in reliance
upon and in conformity with information furnished in writing to the
Company by the Underwriter specifically for use in the Prospectus
Supplement and any amendment or supplement thereto.
(g) The Servicer shall have delivered to the Underwriter an
Officer's Certificate of the general partner of the Servicer, dated
the Closing Date, to the effect that (i) the signer of such
certificate has carefully examined the Prospectus Supplement and that
nothing has come to the attention of the signer that would lead the
signer to believe that the statements in the Prospectus Supplement
relating to the Servicer contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading and (ii)
all of the Servicer's representations and warranties contained in the
Pooling and Servicing Agreement are true and correct as if made on
the Closing Date.
(h) The Special Servicer shall have delivered to the Underwriter
an Officer's Certificate of the Special Servicer, dated the Closing
Date, to the effect that the signer of such certificate has carefully
examined the Prospectus Supplement and that nothing has come to the
attention of the signer that would lead the signer to believe that
the statements in the Prospectus Supplement relating to the Special
Servicer contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that
no such representation or warranty shall be required as to statements
contained in or omitted from the Prospectus Supplement in reliance
upon and in conformity with information furnished in
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writing to the Company by the Underwriter specifically for use
in the Prospectus Supplement and any amendment or supplement thereto.
(i) The Underwriter shall have received from each of (i)
_______________________, Associate General Counsel of the Company,
and (ii) _______________________, a favorable opinion, dated the
Closing Date, and satisfactory in form and substance to counsel for
the Underwriter. With respect to such opinions, each counsel (a) may
express its reliance as to factual matters on the representations and
warranties made by, and on certificates or other documents furnished
by officers of, the parties to this Underwriting Agreement, the
Pooling and Servicing Agreement and the Mortgage Loan Purchase and
Sale Agreement, (b) may assume the due authorization, execution and
delivery of the instruments and documents referred to therein by the
parties thereto other than the Company (except that O'Melveny & Myers
LLP may rely upon the opinion of __________________, Associate
General Counsel of the Company, as to due authorization and
execution), (c) may render such opinion only as to the federal laws
of the United States of America, the laws of the State of New York
and the General Corporation Law of the State of ______ and (d) may,
to the extent necessary, rely as to the laws of states other than New
York on the opinion of local counsel.
(j) The Underwriter shall have received from ____________________
___, ____________ to the underwriter such opinion, dated the Closing
Date, with respect to the issuance and sale of the Offered
Securities, the Pooling and Servicing Agreement, the Mortgage Loan
Purchase and Sale Agreement, this Underwriting Agreement, the Final
Prospectus and other related matters as the Underwriter may
reasonably require, and the Company shall have furnished to such
counsel such documents as they reasonably request for the purpose of
enabling them to pass upon such matters.
(k) The Underwriter shall have received from _________________,
the Company's certified public accountants, a letter dated the date
hereof and satisfactory in form and substance to the Underwriter and
counsel for the Underwriter, to the effect that such accountants have
performed certain specified procedures as a result of which they
confirmed certain information of an accounting, financial or
statistical nature set forth in the Final Prospectus.
(l) The Underwriter shall have received from
_____________________, the Servicer's certified public accountants, a
letter dated the date hereof and satisfactory in form and substance
to the Underwriter and counsel for the Underwriter, to the effect
that such accountants have performed certain specified procedures as
a result of which they confirmed certain information of an
accounting, financial or statistical nature set forth in the Final
Prospectus.
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(m) The Underwriter shall have received from _________________,
counsel to the Servicer, a favorable opinion, dated the Closing Date,
in form and substance satisfactory to the Underwriter and counsel for
the Underwriter, to the effect that each of the Pooling and Servicing
Agreement and the Participation Agreement has been duly authorized,
executed and delivered by the Servicer and constitutes the legal,
valid, binding and enforceable agreement of the Servicer, subject, as
to enforceability, to bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights in
general and by general principles of equity regardless of whether
enforcement is considered in a proceeding in equity or at law, and as
to such other matters as may be agreed upon by the Underwriter and
the Servicer. With respect to such opinion, such counsel (a) may
express its reliance as to factual matters on the representations and
warranties made by, and on certificates or other documents furnished
by officers of the parties to the Pooling and Servicing Agreement,
(b) may assume the due authorization, execution and delivery of the
instruments and documents referred to therein by the parties thereto
other than the Servicer and (c) may render such opinion only as to
the laws of the State of New York, the State of ________ and the
federal laws of the United States of America.
(n) The Underwriter shall have received from
___________________________________________, counsel to the Special
Servicer, a favorable opinion, dated the Closing Date, in form and
substance satisfactory to the Underwriter and counsel for the
Underwriter, to the effect that the Pooling and Servicing Agreement
has been duly authorized, executed and delivered by the Special
Servicer and constitutes the legal, valid, binding and enforceable
agreement of the Special Servicer, subject, as to enforceability, to
bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors' rights in general and by general principles
of equity regardless of whether enforcement is considered in a
proceeding in equity or at law, and as to such other matters as may
be agreed upon by the Underwriter and the Special Servicer. With
respect to such opinion, such counsel (a) may express its reliance as
to factual matters on the representations and warranties made by, and
on certificates or other documents furnished by officers of the
parties to the Pooling and Servicing Agreement, (b) may assume the
due authorization, execution and delivery of the instruments and
documents referred to therein by the parties thereto other than the
Special Servicer, (c) may render such opinion only as to the laws of
the State of New York, the State of _______ and the federal laws of
the United States of America.
(o) The Underwriter shall have received from ________________,
counsel to the Servicer and the Mortgage Loan Sellers, a favorable
opinion, dated the Closing Date, in form and substance satisfactory
to the Underwriter and counsel for the Underwriter, to the effect
that the Mortgage Loan Purchase and Sale Agreement has been duly
authorized, executed and delivered by the Servicer
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and the Mortgage Loan Sellers and constitutes the legal, valid,
binding and enforceable agreement of the Servicer and the Mortgage
Loan Sellers, subject, as to enforceability, to bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights in general and by general principles of equity
regardless of whether enforcement is considered in a proceeding in
equity or at law, and as to such other matters as may be agreed upon
by the Underwriter, the Servicer and the Mortgage Loan Sellers. With
respect to such opinion, such counsel (a) may express its reliance as
to factual matters on the representations and warranties made by, and
on certificates or other documents furnished by officers of the
parties to the Pooling and Servicing Agreement and the Mortgage Loan
Purchase and Sale Agreement, (b) may assume the due authorization,
execution and delivery of the instruments and documents referred to
therein by the parties thereto other than the Servicer and the
Mortgage Loan Sellers (c) may render such opinion only as to the laws
of the State of ________ and the federal laws of the United States of
America.
(p) The Underwriter shall have received from each of (i)
__________________, Esq., Senior Counsel of the Trustee and (ii)
____________________, counsel to the Trustee, a favorable opinion,
dated the Closing Date, in form and substance satisfactory to the
Underwriter and counsel for the Underwriter, to the effect that the
Pooling and Servicing Agreement has been duly authorized, executed
and delivered by the Trustee and constitutes the legal, valid,
binding and enforceable agreement of the Trustee, subject, as to
enforceability, to bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting creditors' rights in general and by
general principles of equity regardless of whether enforcement is
considered in a proceeding in equity or at law, and as to such other
matters as may be agreed upon by the Underwriter and the Trustee
(except that ____________________________ may rely on the opinion of
____________________, Esq., Senior Counsel of the Trustee, as to due
authorization and execution).
(q) The Underwriter shall have received from each of (i)
_______________ Esq., Senior Counsel of the Fiscal Agent and (ii)
_____________________, counsel to the Fiscal Agent, a favorable
opinion dated the Closing Date, in form and substance satisfactory to
the Underwriter and counsel for the Underwriter, to the effect that
the Pooling and Servicing Agreement has been duly authorized,
executed and delivered by the Fiscal Agent and constitutes the legal,
valid, binding and enforceable agreement of the Fiscal Agent,
subject, as to enforceability, to bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors'
rights in general and by general principles of equity, regardless of
whether enforcement is considered in a proceeding in equity or at
law, and as to such other matters as may be agreed upon by the
Underwriter and the Fiscal Agent (except that ____________________
may rely on the opinion of __________________, Esq., Senior Counsel
of the Fiscal Agent, as to due authorization and execution).
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(r) All proceedings in connection with the transactions
contemplated by this Agreement and all documents incident hereto
shall be satisfactory in form and substance to the Underwriter and
counsel for the Underwriter, and the Underwriter and such counsel
shall have received such information, certificates and documents as
the Underwriter or such counsel may have reasonably requested.
[(s) The Underwriter shall have received a copy of the Letter of
Representations of the Company to The Depository Trust Company with
respect to the Offered Securities.]
(t) All conditions to the obligation of the Placement Agent
pursuant to Section of the Certificate Purchase Agreement shall have
been satisfied.
(u) The Company shall have furnished such further information,
certificates, documents and opinions as the Underwriter may
reasonably request.
If any of the conditions specified in this Section 2 shall not have been
fulfilled in all material respects when and as provided in this Underwriting
Agreement, if the Company is in breach of any covenants or agreements contained
herein or if any of the opinions and certificates referred to above or
elsewhere in this Underwriting Agreement shall not be in all material respects
reasonably satisfactory in form and substance to the Underwriter and counsel
for the Underwriter, this Underwriting Agreement and all obligations of the
Underwriter hereunder may be canceled at, or at any time prior to, the Closing
Date by the Underwriter. Notice of such cancellation shall be given to the
Company in writing, or by telephone, telecopy or telegraph confirmed in
writing.
3. Covenants of the Company. In further consideration of the agreements of
the Underwriter contained in this Underwriting Agreement, the Company covenants
as follows:
(a) The Company shall furnish the Underwriter, without charge,
copies of the Registration Statement and any amendments thereto
including exhibits and as many copies of the Final Prospectus and any
supplements and amendments thereto as the Underwriter may from time
to time reasonably request.
(b) The Company will not file any amendment to the Registration
Statement or any supplement to the Prospectus of which the
Underwriter shall not previously have been advised and furnished with
a copy a reasonable time prior to the proposed filing or to which the
Underwriter shall have reasonably objected. The Company will use its
best efforts to cause any post-effective amendment to the
Registration Statement to become effective as
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promptly as possible. During the time when a prospectus is required to
be delivered under the 1933 Act, the Company will comply so far as it
is able with all requirements imposed upon it by the 1933 Act and the
rules and regulations thereunder to the extent necessary to permit the
continuance of sales or of dealings in the Offered Securities in
accordance with the provisions hereof and of the Final Prospectus, and
the Company will prepare and file with the Commission, promptly upon
request by the Underwriter, any amendments to the Registration
Statement or amendments or supplements to the Prospectus which may be
necessary or advisable in connection with the distribution of the
Offered Securities by the Underwriter, and will use its best efforts
to cause the same to become effective as promptly as possible. The
Company will advise the Underwriter, promptly after it receives notice
thereof, of the time when any amendment to the Registration Statement
or any amended Registration Statement has become effective or any
amendment or supplement to the Final Prospectus or any amended
Prospectus has been filed. The Company will advise the Underwriter,
promptly after it receives notice or obtains knowledge thereof, of the
issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or any order preventing or
suspending the use of any preliminary prospectus supplement or the
Final Prospectus, or the suspension of the qualification of the
Offered Securities for offering or sale in any jurisdiction, or of the
initiation or threatening of any proceeding for any such purpose, or
of any request made by the Commission for the amending or
supplementing of the Registration Statement or the Final Prospectus or
for additional information, and the Company will use its best efforts
to prevent the issuance of any such stop order or any order suspending
any such qualification, and if any such order is issued, to obtain the
lifting thereof as promptly as possible.
(c) If, at any time when a prospectus relating to the Offered
Securities is required to be delivered under the 1933 Act, any event
occurs as a result of which the Final Prospectus would include any
untrue statement of a material fact, or omit to state any material
fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which
they were made, not misleading, or if it is necessary for any other
reason to amend or supplement the Final Prospectus to comply with the
1933 Act, to promptly notify the Underwriter thereof and upon the
Underwriter's request to prepare and file with the Commission, at the
Company's own expense, an amendment or supplement which will correct
such statement or omission or any amendment which will effect such
compliance.
(d) During the period when a prospectus is required by law to be
delivered in connection with the sale of the Offered Securities
pursuant to this Underwriting Agreement, the Company will file, on a
timely and complete basis, all documents that are required to be
filed by the Company with the Commission pursuant to Sections 13, 14
or 15(d) of the 1934 Act.
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(e) The Company shall qualify the Offered Securities for offer
and sale under the securities or "Blue Sky" laws of such
jurisdictions as the Underwriter shall reasonably request and to pay
all expenses (including fees and disbursements of counsel) in
connection with such qualification of the eligibility of the Offered
Securities for investment under the laws of such jurisdictions as the
Underwriter may designate provided that in connection therewith the
Company shall not be required to qualify to do business or to file a
general consent to service of process in any jurisdiction.
(f) For so long as any of the Offered Securities remain
outstanding, to furnish to the Underwriter upon request in writing
copies of such financial statements and other periodic and special
reports as the Company may from time to time distribute generally to
its creditors or the holders of the Offered Securities and to furnish
to the Underwriter copies of each annual or other report the Company
shall be required to file with the Commission.
(g) To the extent, if any, that the rating provided with respect
to the Offered Securities by the rating agency or agencies that
initially rate the Offered Securities is conditional upon the
furnishing of documents or the taking of any other actions by the
Company, the Company shall use its best efforts to furnish such
documents and take any such other actions.
(h) The Company will enter into the Mortgage Loan Purchase and
Sale Agreement and the Pooling and Servicing Agreement on or prior to
the Closing Date.
4. Representations and Warranties of the Company. The Company represents
and warrants to the Underwriter that:
(a) The Registration Statement on Form S-3 (No. ________)
including the Prospectus, has become effective. No stop order
suspending the effectiveness of such Registration Statement has been
issued and no proceeding for that purpose has been initiated or
threatened by the Commission. The Prospectus Supplement will be filed
with the Commission pursuant to Rule 424 under the 1933 Act. The
conditions to the use of a registration statement on Form S-3 under
the 1933 Act, as set forth in the General Instructions on Form S- 3,
and the conditions or Rule 415 under the 1933 Act, have been
satisfied with respect to the Company and the Registration Statement.
There are no contracts or documents of the Company that are required
to be filed as exhibits to the Registration Statement pursuant to the
1933 Act or the rules and regulations thereunder that have not been
so filed.
(b) On the effective date of the Registration Statement, the
Registration Statement and the Prospectus conformed in all material
respects to the requirements of the 1933 Act and the rules and
regulations thereunder, and
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did not include any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to
make the statements therein not misleading; on the date of this
Underwriting Agreement and as of the Closing Date, the Registration
Statement and the Final Prospectus conform, and as amended or
supplemented, if applicable, will conform in all material respects to
the requirements of the 1933 Act and the rules and regulations
thereunder, and on the date of this Underwriting Agreement and as of
the Closing Date, neither of such documents includes any untrue
statement of a material fact of omits to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading, and neither of such documents as amended or
supplemented, if applicable, will include any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading;
provided, however, that the foregoing does not apply to statements or
omissions in any of such documents based upon written information
furnished to the Company by the Underwriter specifically for use
therein.
(c) Since the respective dates as of which information is given
in the Registration Statement and the Final Prospectus, except as
otherwise stated therein, there has been no material adverse change
in the condition, financial or otherwise, earnings, affairs,
regulatory situation or business prospects of the Company, whether or
not arising in the ordinary course of business of the Company.
(d) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of Delaware, has full power and authority (corporate and other)
and all requisite approvals, orders, licenses, certificates and
permits of and from all governmental or regulatory officials and
bodies necessary to own its properties and to conduct its business as
described in the Final Prospectus and to enter into and perform its
obligations under this Agreement, the Pooling and Servicing Agreement
and the Mortgage Loan Purchase and Sale Agreement; and, except as
otherwise set forth or contemplated in the Final Prospectus, there
are no legal or governmental proceedings pending or, to the best
knowledge of the Company, threatened that would result in a material
modification, suspension or revocation thereof.
(e) The Company has all requisite power and authority (corporate
and other) and all requisite authorizations, approvals, order,
licenses, certificates and permits of and from all governmental or
regulatory officials and bodies to own its properties, to conduct its
business as described in the Registration Statement and the Final
Prospectus and to execute, deliver and perform this Underwriting
Agreement, the Pooling and Servicing Agreement and the Mortgage Loan
Purchase and Sale Agreement, except such as may be required under
state securities or Blue Sky laws in connection with the purchase and
distribution by the Underwriter of the Offered Securities; all such
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authorizations, approvals, orders, licenses, certificates are in full
force and effect and contain no unduly burdensome provisions; and,
except as set forth or contemplated in the Registration Statement or
the Final Prospectus, there are no legal or governmental proceedings
pending or, to the best knowledge of the Company, threatened that
would result in a material modification, suspension or revocation
thereof.
(f) The Offered Securities have been duly authorized, and when
they are issued and delivered pursuant to this Underwriting
Agreement, they will have been duly executed, issued and delivered
and will be entitled to the benefits provided by the Pooling and
Servicing Agreement, subject, as to enforcement, to applicable
bankruptcy, reorganization, insolvency, moratorium and other laws
affecting the rights of creditors generally, and to general
principles of equity (regardless of whether considered in a
proceeding in equity or at law), and will conform in substance to the
description thereof contained in the Registration Statement and the
Final Prospectus, and will in all material respects be in the form
contemplated by the Pooling and Servicing Agreement.
(g) This Agreement has been duly authorized, executed and
delivered by the Company. Each of the Pooling and Servicing Agreement
and the Mortgage Loan Purchase and Sale Agreement, when executed and
delivered as contemplated hereby, will have been duly authorized,
executed and delivered by the Company. This Underwriting Agreement
constitutes, and each of the Pooling and Servicing Agreement and the
Mortgage Loan Purchase and Sale Agreement when so executed and
delivered will constitute, a legal, valid, binding and enforceable
agreement of the Company, subject, as to enforceability, to
bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors' rights generally and to general principles
of equity regardless of whether enforcement is sought in a proceeding
in equity or at law.
(h) As of the Closing Date, the Offered Securities, the Pooling
and Servicing Agreement, the Mortgage Loan Purchase and Sale
Agreement and each of the Mortgage Loans will each conform in all
material respects to the respective descriptions thereof contained in
the Prospectus Supplement, and on the Closing Date, the Company
(pursuant to the Pooling and Servicing Agreement) will assign to the
Trustee for the benefit of the Certificateholders of the Offered
Securities, certain representations and warranties with respect to
the Mortgage Loans made by the Mortgage Loan Sellers to the Company
in the Mortgage Loan Purchase and Sale Agreement, and the
representations and warranties will be true and correct in all
material respects.
(i) No filing or registration with, or notice to, or consent,
approval, non-disapproval, authorization or order or other action of,
any court or governmental authority or agency is required for the
consummation by the Company of the transactions contemplated by this
Underwriting Agreement or the
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Pooling and Servicing Agreement, except such as have been obtained and
except such as may be required under the 1933 Act, the rules and
regulations thereunder, or state securities or "Blue Sky" laws, in
connection with the purchase and distribution of the Offered
Securities by the Underwriter.
(j) The Company owns or possesses or has obtained all material
governmental licenses, permits, consents, orders, approvals and other
authorizations necessary to lease, own or license, as the case may
be, and to operate, its properties and to carry on its business as
presently conducted and has received no notice of proceedings
relating to the revocation of any such license, permit, consent,
order or approval, which singly or in the aggregate, if the subject
of an unfavorable decision, ruling or finding, would materially
adversely affect the conduct of the business, results of operations,
net worth or condition (financial or otherwise) of the Company.
(k) Other than as set forth or contemplated in the Final
Prospectus, there are no legal or governmental proceedings pending to
which the Company is a party or of which any property of the Company
is the subject which, if determined adversely to the Company would
individually or in the aggregate have a material adverse effect on
the condition (financial or otherwise), earnings, affairs, business
or business prospects of the Company and, to the best of the
Company's knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others.
(l) As of the Closing Date, each of the Mortgage Loans will meet
the criteria for selection described in the Final Prospectus, and at
the Closing Date, the representations and warranties made by the
Company in the Pooling and Servicing Agreement will be true and
correct as of the date made.
(m) At the time of execution and delivery of the Pooling and
Servicing Agreement, the Company will have good and marketable title
to the Mortgage Loans, free and clear of any lien, mortgage, pledge,
charge, encumbrance, adverse claim or other security interest
(collectively "Liens"), and will not have assigned to any person any
of its right, title or interest in the Mortgage Loans or in the
Pooling and Servicing Agreement or the Offered Securities, the
Company will have the power and authority to transfer the Offered
Securities to the Underwriter, and, upon execution and delivery to
the Trustee of the Pooling and Servicing Agreement and delivery to
the Underwriter of the Offered Securities, and delivery to the
Underwriter of the Privately Placed Certificates, the Trustee will
have good and marketable title to the Mortgage Loans and the
Underwriter will have good and marketable title to the Offered
Securities, in each case free and clear of any Liens.
(n) Neither the Company nor the Trust Fund is, and neither (i)
the issuance and sale of the Offered Securities in the manner
contemplated by
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the Final Prospectus or the issuance and sale of the Publicly Offered
Certificates in the manner contemplated by the Final Prospectus, nor
(ii) the activities of the Trust Fund pursuant to the Pooling and
Servicing Agreement will cause the Company or the Trust Fund to be an
"investment company" or under the control of an "investment company,"
as such terms are defined in the Investment Company Act of 1940, as
amended.
(o) The Pooling and Servicing Agreement is not required to be
qualified under the Trust Indenture Act of 1939, as amended, and the
Trust Fund is not required to be registered under the Investment
Company Act of 1940, as amended.
(p) Any taxes, fees and other governmental charges in connection
with the execution, delivery and issuance of this Underwriting
Agreement, this Underwriting Agreement, the Pooling and Servicing
Agreement and the Offered Securities have been or will be paid at or
prior to the Closing.
5. Indemnification and Contribution.
(a) Regardless of whether any _____________ are sold, the Company will
indemnify and hold harmless each Underwriter, each of their respective officers
and directors and each person who controls each Underwriter within the meaning
of the 1933 Act or the 1934 Act, against any and all losses, claims, damages,
or liabilities (including the cost of any investigation, legal and other
expenses incurred in connection with and amounts paid in settlement of any
action, suit, proceeding or claim asserted), joint or several, to which they
may become subject, under the 1933 Act, the 1934 Act or other federal or state
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 an untrue statement or alleged untrue statement of a material fact
contained (i) in the Registration Statement, or any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact necessary to make the statements
therein, not misleading or (ii) in the Basic Prospectus or the Prospectus
Supplement or any amendment thereto or supplement thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, and will reimburse each such
indemnified party for any legal or other expenses reasonably incurred by it in
connection with investigating or defending against such loss, claim, damage,
liability or action; provided, however, that the Company shall 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 an untrue statement or alleged untrue statement
or omission or alleged omission made therein in reliance upon and in conformity
with written information relating to the Underwriter furnished to the Company
by such Underwriter specifically for use in connection with the preparation
thereof.
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(b) Regardless of whether any Certificates are sold, each Underwriter,
severally and not jointly, will indemnify and hold harmless the Company, each
of its officers and directors and each person, if any, who controls the Company
within the meaning of the 1933 Act or the 1934 Act against any losses, claims,
damages or liabilities to which they become subject under the 1933 Act, the
1934 Act or other federal or state law or regulation, at common law or
otherwise, to the same extent as the foregoing indemnity, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in (i) the Registration Statement, or any amendment
thereof or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact necessary to make the
statements therein not misleading or in (ii) the Prospectus or the Prospectus
Supplement or any amendment thereto or supplement thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made therein in reliance upon and in
conformity with written information relating to the Underwriter furnished to
the Company by such Underwriter specifically for use in the preparation thereof
and so acknowledged in writing, and will reimburse the Company for any legal or
other expenses reasonably incurred by the Company in connection with
investigating or defending against such loss, claim, damage, liability or
action.
(c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to paragraphs a, b and c of this Section 5, such person
(hereinafter called the indemnified party) shall promptly notify the person
against whom such indemnity may be sought (hereinafter called the indemnifying
party) in writing thereof; but the omission to notify the indemnifying party
shall not relieve such indemnifying party from any liability which it may have
to any indemnified party otherwise than under such Paragraph. The indemnifying
party, upon request of the indemnified party, shall retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party and
any others the indemnifying party may designate in such proceeding and shall
pay the fees and disbursements of such counsel related to such proceeding. In
any such proceeding any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
part shall have mutually agreed to the retention of such counsel, or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that the
indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all such
indemnified parties, and that all such fees and expenses shall be reimbursed as
they are incurred. Such firm
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shall be designated in writing by the Underwriters in the case of parties
indemnified pursuant to paragraph a of this Section 5 and by the Company in the
case of parties indemnified pursuant to paragraphs b and e of this Section 5.
The indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by
reason of such settlement or judgment. Notwithstanding the foregoing sentence,
if at any time an indemnified party shall have requested an indemnifying party
to reimburse the indemnified party for fees and expenses of counsel as
contemplated above, the indemnifying party agrees that it shall be liable for
any settlement of any proceeding effected without its written consent if (i)
such settlement is entered into more than 30 days after receipt by such
indemnifying party of the aforesaid request and (ii) such indemnifying party
shall not have reimbursed the indemnified party in accordance with such request
prior to the date of such settlement. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is
or could have been a party and indemnity could have been sought hereunder by
such indemnified party, unless such settlement includes an unconditional
release of such indemnified party from all liability on claims that are the
subject matter of such proceeding.
(d) Each Underwriter agrees, severally and not jointly, to provide the
Company no later than the date on which the Prospectus Supplement is required
to be filed pursuant to Rule 424 (or such other time as is necessary to permit
timely filing as required by the Securities Exchange Commission and its rules)
with a copy of any Derived Information (defined below) for filing with the
Commission on Form 8-K.
(e) Each Underwriter agrees, jointly and not severally, assuming all
Company-Provided Information (defined below) is accurate and complete in all
material respects, to indemnify and hold harmless the Company, its respective
officers and directors and each person who controls the Company within the
meaning of the Securities Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which they may become
subject under the Securities Act or the Exchange Act 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 of a material fact
contained in the Derived Information provided by such Underwriter, 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 him, her or it in connection with
investigating or defending or preparing to defend any such loss, claim, damage,
liability or action as such expenses are incurred. The several obligations of
each Underwriter under this Section 5(e) shall be in addition to any liability
which each Underwriter may otherwise have.
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The procedures set forth in Section 5(c) shall be equally applicable to
this Section 5(e).
(f) For purposes of this Section 5, the term "Derived Information" means
such portion, if any, of the information delivered to the Companies pursuant to
Section 5(d) for filing with the Commission on Form 8-K as: (i) is not
contained in the Prospectus without taking into account information
incorporated therein by reference; and (ii) does not constitute
Company-Provided Information. "Company-Provided Information" means any computer
tape furnished to the Underwriters by the Company concerning the assets
comprising the Trust.
(g) If the indemnification provided for in this Section 5 is unavailable
to an indemnified party in respect of any losses, claims, damages or
liabilities referred to herein, then each indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages
or liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and each Underwriter from the sale of the
Certificates or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only relative benefits referred to in clause (i) above but also the
relative fault of the Company and of each Underwriter in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative benefits received by the Company and each Underwriter shall be deemed
to be in such proportion so that each Underwriter is responsible for that
portion determined by multiplying the total amount of such losses, claims,
damages and liabilities, including legal and other expenses, by a fraction, the
numerator of which is (x) the excess of the Aggregate Resale Price (as defined
below) of the Offered Certificates underwritten by such Underwriter over the
aggregate purchase price of such Certificates specified in Section of this
Agreement and the related Prospectus Supplement, and the denominator of which
is (y) the Aggregate Resale Price of such Offered Certificates, and the Company
is responsible for the balance; provided, however, that no person guilty of
fraudulent misrepresentation (within the meaning of Section 11 (f) of the 1933
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. For purposes of the immediately preceding
sentence, the "Aggregate Resale Price" of the Offered Certificates at the time
of any determination shall be the weighted average of the purchase prices (in
each case expressed as a percentage of the aggregate principal amount of the
Offered Certificates so purchased), determined on the basis of such principal
amounts, paid to the Underwriter by all subsequent purchasers that purchased
the Offered Certificates on or prior to such date of determination. The
relative fault of the Company and each Underwriter shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or by either
Underwriter and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.
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<PAGE>
(h) The Company and each Underwriter agree that it would not be just and
equitable if contribution pursuant to this Section 5 were determined by pro
rata allocation or by any other method of allocation that does not take account
of the equitable considerations referred to in paragraph g of this Section 5.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in paragraph (g) of this Section 5
shall be deemed to include, subject to the limitations set forth above, 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 Section 5, neither Underwriter shall be
required to contribute any amount by which the Aggregate Resale Price exceeds
the amount of any damages that such Underwriter has otherwise been required to
pay by reason of any untrue or alleged untrue statement or omission or alleged
omission.
(i) The Company and each Underwriter each expressly waive, and agree not
to assert, any defense to their respective indemnification and contribution
obligations under this Section 5 which they might otherwise assert based upon
any claim that such obligations are unenforceable under federal or state
securities laws or by reasons of public policy.
(j) The obligations of the Company under this Section 5 shall be in
addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who
controls the Underwriter within the meaning of the 1933 Act or the 1934 Act;
and the obligations of the Underwriters under this Section 5 shall be in
addition to any liability that the Underwriters may otherwise have and shall
extend, upon the same terms and conditions, to each director of the Company and
to each person, if any, who controls the Company within the meaning of the 1933
Act or the 1934 Act; provided, however, that in no event shall the Company or
either Underwriter be liable for double indemnification.
6. Survival of Certain Representations and Obligations. The respective
representations, warranties, agreements, covenants, indemnities and other
statements of the Company, its officers and the Underwriter set forth in, or
made pursuant to, this Underwriting Agreement shall remain in full force and
effect, regardless of any investigation, or statement as to the result thereof,
made by or on behalf of any Underwriter, the Company, or any of the offices or
directors or any controlling person of any of the foregoing, and shall survive
the delivery of and payment for the offered Securities.
7. Termination. (a) This Underwriting Agreement may be terminated by the
Company by notice to the Underwriter in the event that a stop order suspending
the effectiveness of the Registration Statement shall have been issued or
proceedings for that purpose shall have been instituted or threatened.
(b) This Underwriting Agreement may be terminated by the Underwriter by
notice to the Company in the event that the Company or the Servicer
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<PAGE>
shall have failed, refused or been unable to perform all obligations and
satisfy all conditions to be performed or satisfied hereunder by the Company at
or prior to the Closing Date.
(c) Termination of this Underwriting Agreement pursuant to this Section 7
shall be without liability of any party to any other party other than as
provided in Sections 8 and 12 hereof.
8. Default of Underwriter. If the Underwriter defaults in its obligation
to purchase the Offered Securities as provided in this Underwriting Agreement
and the aggregate principal amount of the Offered Securities with respect to
which such default occurs is more than ten percent of the aggregate principal
amount, notional amount or Stated Amount, as applicable, of such Offered
Securities, as the case may be, and arrangements satisfactory to the
Underwriter and the Company for the purchase of such Offered Securities by
other persons are not made within 36 hours after any such default, this
Underwriting Agreement will terminate without liability on the part of the
Company except for the expenses to be paid or reimbursed by the Company
pursuant to Section 11 hereof and except for the provisions of Sections 14
hereof. As used in this Underwriting Agreement, the term "Underwriter" includes
any person substituted for an Underwriter under this Section 8.
9. Expenses. The Company agrees with the Underwriter that: (a) whether or
not the transactions contemplated in this Underwriting Agreement are
consummated or this Underwriting Agreement is terminated, the Company will pay
all fees and expenses incident to the performance of its obligations under this
Underwriting Agreement, including but not limited to, (i) the Commission's
registration fee, (ii) the expenses of printing and distributing this
Underwriting Agreement and any related underwriting documents, the Registration
Statement, any preliminary prospectus, the Prospectus Supplement, any
amendments or supplements to the Registration Statement or the Prospectus
Supplement, and any Blue Sky memorandum or legal investment survey and any
supplements thereto, (iii) fees and expenses of rating agencies, accountants
and counsel for the Company, (iv) the expenses referred to in ____________
hereof, and (v) all miscellaneous expenses referred to in _______ of the
Registration Statement; (b) all out-of-pocket expenses, including counsel fees,
disbursements and expenses, reasonably incurred by the Underwriter in
connection with investigating, preparing to market and marketing the Offered
Securities and proposing to purchase and purchasing the Offered Securities
under this Underwriting Agreement will be borne and paid by the Company if this
Underwriting Agreement is terminated by the Company pursuant to Section 10
hereof or by the Underwriter on account of the failure, refusal or inability on
the part of the Company to perform all obligations and satisfy all conditions
on the part of the Company to be performed or satisfied hereunder; and (c) the
Company will pay the cost of preparing the certificates for the Offered
Securities.
Except as otherwise provided in this Section 9, the Underwriter agrees to
pay all of its expenses in connection with investigating, preparing to market
and
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marketing the Offered Securities and proposing to purchase and purchasing the
Offered Securities under this Underwriting Agreement, including the fees and
expenses of their counsel and any advertising expenses incurred by it in making
offers and sales of the Offered Securities.
10. If the sale of the Offered Securities provided/or herein is not
consummated because any condition to the obligation of the Underwriter set
forth in Section 2 is not satisfied or because of any refusal, inability or
failure on the part of the Company to perform any agreement herein or comply
with any provision hereof, other than by reason of a defendant by the
Underwriter, the Company will reimburse the Underwriter, upon demand, for all
out-of-pocket expenses (including reasonable fees and disbursements of counsel
that shall have been incurred by it in connection with the proposed offering of
the Offered Securities.
11. Notices. All communications hereunder will be in writing and effective
only on receipt, and, if sent to the Underwriter, will be mailed, delivered or
telegraphed and confirmed to the Company at _______ or if sent to the Company,
will be mailed, delivered or telegraphed and confirmed to it at One Seaport
Plaza - 30th Floor, New York, New York 10292, attention: David Rodgers.
12. Successors. This Underwriting Agreement shall inure to the benefit of
and shall be binding upon the Underwriter, the Company and their respective
successors and legal representatives, and nothing expressed or mentioned herein
on in this Underwriting Agreement is intended or shall be construed to give any
other person any legal or equitable right, remedy or claim under or in respect
of this Underwriting Agreement, or any provisions herein contained, the
Underwriting Agreement and all conditions and provisions hereof being intended
to be and being for the sole and exclusive benefit of such persons and for the
benefit of no other person except that (i) the representations and warranties
of the Company and the Servicer contained herein or in this Underwriting
Agreement shall also be for the benefit of any person or persons who controls
or control any Underwriter within the meaning of Section 15 of the 1933 Act,
and (ii) the indemnities by the Underwriter shall also be for the benefit of
the directors of the Company, the officers of the Company who have signed the
Registration Statement and any person or persons who control the Company within
the meaning of Section 15 of the 1933 Act. No purchaser of the Offered
Securities from the Underwriter shall be deemed a successor because of such
purchase. This Underwriting Agreement and each Underwriting Agreement may be
executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instruments.
13. Applicable Law; Counterparts. THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Agreement
may be executed in any number of counterparts, each of which shall for all
purposes be deemed to be an original and all of which shall together constitute
but one and the same instrument.
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14. Time of the Essence. Time shall be of the essence of each Underwriting
Agreement.
If the foregoing is in accordance with your understanding, please sign and
return two counterparts hereof.
Very truly yours,
PRUDENTIAL SECURITIES SECURED
FINANCING CORPORATION
By
----------------------------------------
Name:
Title:
Accepted as of The date hereof:
PRUDENTIAL SECURITIES
INCORPORATED
By
----------------------------------
Name:
Title:
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SCHEDULE I
Title of Offered Securities:
Prudential Securities Secured Financing Corporation Commercial Mortgage
Pass-Through Certificates, Series __________, Class A-1, Class A-2, Class A-3,
Class B, Class C, Class D, Class E and Class F.
Terms and Conditions:
Specified funds for payment of purchase price:
Wire transfer of immediately available Federal Funds.
Required Rating:
As described in the Prospectus Supplement.
Time of Delivery:
_________________ at _____ A.M., New York City time.
Closing Location:
Names and address of Underwriter:
Address for Notices, etc.: Prudential Securities Inc.
One Seaport Plaza
New York, New York 10292
I-1
