Exhibit 1.1
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Depositor
[_________________________] Mortgage-Backed
Pass-Through Certificates, Series 200_-___
[__________, 200_]
FORM OF
UNDERWRITING AGREEMENT
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Credit Suisse First Boston Corporation
Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Ladies and Gentlemen:
1. Introduction. Credit Suisse First Boston Mortgage Securities Corp., a
Delaware corporation (the "Depositor"), proposes to form one or more real estate
mortgage investment conduits (each, a "Trust"), which will issue, from time to
time, securities entitled [_________________] Mortgage-Backed Pass-Through
Certificates, Series 200_-___ (the "Certificates") in one or more series (each,
a "Series"). Each Certificate will evidence a fractional, undivided percentage
interest or beneficial interest in a Trust. The property of each Trust may
consist primarily of pools (the "Mortgage Loan Pools") of loans secured by
mortgages on residential properties (the "Mortgage Loans") and certain related
property to be conveyed to the Trust by the Depositor (the "Trust Fund"). The
Mortgage Loans may be sold to the Depositor pursuant to a Mortgage Loan Purchase
Agreement, dated as set forth in the applicable Terms Agreement (as hereinafter
defined) (each, a "Sale and Purchase Agreement"), between the Depositor, as
purchaser, and a third party seller (the "Seller"). The Certificates will be
issued pursuant to a Pooling and Servicing Agreement to be dated as set forth in
the applicable Terms Agreement (the "Pooling and Servicing Agreement" and,
together with this Agreement and the related Sale and Purchase Agreement, the
"Agreements"), among the Depositor, a servicer (the "Servicer") named in such
Terms Agreement and a trustee (the "Trustee") named in such Terms Agreement.
The Certificates are more fully described in the Registration Statement (as
such term is defined in Section 2(a)), which the Depositor has furnished to you.
Each Series of Certificates and any classes of Certificates (each, a "Class")
within such Series may vary, among other things, as to number and types of
Classes, aggregate principal balance or notional amount or aggregate stated
principal balance, the pass-through rate with respect to each Class, the
percentage interest, if any, evidenced by each Class in payments of principal
and interest on, or with respect to, the Mortgage Loans included in the related
Trust Fund, the stated principal
balance and interest rate, if any, priority of payment among Classes, the method
of credit enhancement with respect to the Mortgage Loans in the Trust Fund for
such Series, the Classes of Certificates of such Series subject to this
Agreement, and any other variable terms contemplated by the Pooling and
Servicing Agreement and in the Certificates of such Series. The Depositor will
elect to treat the related Trust Fund as one or more "real estate mortgage
investment conduits" (each, a "REMIC") under the Internal Revenue Code of 1986
(the "Code").
Each offering of Certificates will be made through you, through you and
other underwriters from whom you are acting as representative or through an
underwriting syndicate managed by you. Whenever the Depositor determines to form
a Trust and to make such an offering of Certificates, it will enter into an
agreement (the "Terms Agreement") providing for the sale of such Certificates
to, and the purchase and offering thereof by, (i) you, (ii) you and such other
underwriters who execute the Terms Agreement and agree thereby to become
obligated to purchase Certificates from the Depositor, or (iii) you and such
other underwriters, if any, selected by you as have authorized you to enter into
such Terms Agreement on their behalf (in each case, the "Underwriters"). Such
Terms Agreement shall specify the fractional undivided interest, principal or
notional amount, or stated principal balance, of each Class of the Certificates
subject to this Agreement, the price at which such Certificates are to be
purchased by the Underwriters from the Depositor, the aggregate amount of
Certificates to be purchased by each Underwriter and any other Underwriter that
is a party to such Terms Agreement and the initial public offering price or the
method by which the price at which such Certificates are to be sold will be
determined. The Terms Agreement, which shall be substantially in the form of
Exhibit A hereto, which may take the form of an exchange of any standard form of
written telecommunication between you and the Depositor. Each offering of
Certificates will be governed by this Agreement, as supplemented by the
applicable Terms Agreement, and this Agreement and such Terms Agreement shall
inure to the benefit of and be binding upon the related Underwriters. Except as
otherwise required by the context, all references herein to a Terms Agreement,
Delivery Date, Pooling and Servicing Agreement and Underwriters shall refer to
the Terms Agreement, Delivery Date, Pooling and Servicing Agreement and
Underwriter or Underwriters, as the case may be, relating to the related
offering of Certificates.
2. Representations and Warranties of the Depositor. The Depositor
represents and warrants to the Underwriters as of the date hereof and as of the
date of the applicable Terms Agreement, as follows:
(a) A registration statement on Form S-3 (No. 333-______), including a
prospectus and such amendments thereto as may have been required to the
date hereof, relating to the Certificates and the offering of each Series
thereof from time to time in accordance with Rule 415 under the Securities
Act of 1933, as amended (the "Act"), has been filed with the Securities and
Exchange Commission (the "Commission") and such registration statement, as
amended, has become effective. For purposes of this Agreement, "Effective
Time" means the date and time as of which such registration statement, or
the most recent post-effective amendment thereto (if any) filed prior to
the execution and delivery of this Agreement, was declared effective by the
Commission and "Effective Date" means the date of the Effective Time. Such
registration statement, as amended, and the prospectus and related
prospectus supplement that the Depositor has filed with the Commission
pursuant to Rule 424(b) relating to the sale of the Certificates
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of the applicable Series offered thereby constituting a part thereof, as
from time to time amended or supplemented (including any prospectus filed
with the Commission pursuant to Rule 424(b) of the rules and regulations of
the Commission promulgated under the Act (the "Rules and Regulations")),
including all documents incorporated therein by reference, are respectively
referred to as the "Registration Statement", the "Prospectus" and the
"Prospectus Supplement"; provided, however, that a supplement to the
Prospectus prepared pursuant to Section 5(a) shall be deemed to have
supplemented the Prospectus only with respect to the offering of the Series
of Certificates to which it relates. The conditions to the use of a
registration statement on Form S-3 under the Act, as set forth in the
General Instructions to Form S-3, and the conditions of Rule 415 under the
Act, have been satisfied with respect to the Registration Statement.
(b) The Registration Statement, on the Effective Date, and the
Prospectus, as of the date of the related Prospectus Supplement, conformed
in all material respects to the requirements of the Act and the Rules and
Regulations, and 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, and on the date of this
Agreement, at the time of the filing of the Prospectus pursuant to Rule
424(b) and at the Delivery Date (as such terms as defined in Section 3),
the Prospectus conforms and will conform in all material respects to the
requirements of the Act and the Rules and Regulations, and does not include
and will not include, any untrue statement of a material fact and does not
omit and will not omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under which
they were made, not misleading. The Prospectus delivered to the
Underwriters for use in connection with the related offering was identical
to the electronically transmitted copies thereof filed with the Commission
pursuant to its Electronic Data Gathering, Analysis and Retrieval system,
except to the extent permitted by Regulation S-T. The two immediately
preceding sentences do not apply to statements or omissions from either of
such documents based upon written information (including Computational
Materials (as such term is defined in Section 8(a)) furnished to the
Depositor by any Underwriter specifically for use therein.
(c) The Depositor has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with
full corporate power and authority to own its assets and conduct its
business as described in the Prospectus, is duly qualified as a foreign
corporation in good standing in all jurisdictions in which the ownership or
lease of its property or the conduct of its business requires such
qualification, except where the failure to be so qualified would not have a
material adverse effect on the Depositor, and is conducting its business so
as to comply in all material respects with the applicable statutes,
ordinances, rules and regulations of the jurisdictions in which it is
conducting business.
(d) The Pooling and Servicing Agreement and the Certificates conform,
or will conform as of the Delivery Date, to the description thereof
contained in the Registration Statement and the Prospectus; and the
Certificates, on the date of the Terms Agreement, will have been duly and
validly authorized and, when such Certificates are duly and validly
executed by the Depositor or the Trustee, authenticated
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by the Trustee and delivered in accordance with such Pooling and Servicing
Agreement and delivered and paid for as provided herein, will be validly
issued and outstanding and entitled to the benefits and security afforded
by the Pooling and Servicing Agreement.
(e) The execution and delivery by the Depositor of this Agreement, the
Terms Agreement, the Pooling and Servicing Agreement, the Sale and Purchase
Agreement and the Certificates are within the corporate power of the
Depositor and have been, or will have been, duly authorized by all
necessary corporate action on the part of the Depositor; and neither the
execution and delivery by the Depositor of such instruments, nor the
consummation by the Depositor of the transactions herein or therein
contemplated, nor the compliance by the Depositor with the provisions
hereof or thereof, will (i) conflict with or result in a breach of, or
constitute a default under, any of the provisions of the certificate of
incorporation or by-laws of the Depositor, (ii) conflict with any of the
provisions of any law, governmental rule, regulation, judgment, decree or
order binding on the Depositor or its properties, (iii) conflict with any
of the provisions of any indenture, mortgage, contract or other instrument
to which the Depositor is a party or by which it is bound, or (iv) result
in the creation or imposition of any lien, charge or encumbrance upon any
of its property pursuant to the terms of any such indenture, mortgage,
contract or other instrument.
(f) At the date thereof, the Pooling and Servicing Agreement will
constitute a legal, valid and binding obligation of the Depositor,
enforceable against the Depositor in accordance with its terms, subject, as
to enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium and other similar laws affecting creditors' rights
generally from time to time in effect, and to general principles of equity.
(g) All approvals, authorizations, consents, orders or other actions
of any person, corporation or other organization, or of any court,
governmental agency or body or official (except with respect to the state
securities or Blue Sky laws of various jurisdictions), required in
connection with the valid and proper authorization, issuance and sale of
the Certificates pursuant to this Agreement, the Terms Agreement and the
Pooling and Servicing Agreement, has been or will be taken or obtained on
or prior to the applicable Delivery Date.
(h) At the applicable Delivery Date, each of the Mortgage Loans
included in the Trust Fund will meet the criteria for selection described
in the Prospectus.
(i) Certificates subject to this Agreement and offered by means of the
Registration Statement will, when issued pursuant to the Pooling and
Servicing Agreement, be "mortgage related securities", as such term is
defined in Section 3(a)(41) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), if, and for so long as, such Certificates are
rated in one of the two highest rating categories assigned by at least one
nationally recognized statistical rating organization.
(j) At the date of its execution and delivery, the Sale and Purchase
Agreement constituted a legal, valid and binding agreement, and as of the
Delivery Date
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will be enforceable by the Trustee, in accordance with its terms, subject,
as to enforcement of remedies, to applicable bankruptcy, reorganization
insolvency or other similar laws affecting creditors' rights generally from
time to time in effect, and to general principles of equity.
(k) The characteristics of the Trust Fund will not subject the related
Trust to registration as an investment company under the Investment Company
Act of 1940, as amended (the "Investment Company Act").
3. Purchase, Sale and Delivery of Certificates. Delivery of and payment for
the Certificates to which this Agreement applies will be made at the office of
[Credit Suisse First Boston Corporation, Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇] or such other place as specified in the Terms Agreement, at such
time as shall be specified in the Terms Agreement, or at such other time
thereafter as set forth in the Terms Agreement, or as you and the Depositor
shall agree upon, each such time being herein referred to as a "Delivery Date".
Delivery of such Certificates shall be made by the Depositor to the Underwriters
against payment of the purchase price specified in the applicable Terms
Agreement in same day funds wired to such bank as may be designated by the
Depositor, or by such other manner of payment as may be agreed upon by the
Depositor and you. Except as otherwise provided in the related Terms Agreement,
each Class of Certificates of a Series sold to the Underwriters pursuant to such
Terms Agreement will be represented initially by one or more certificates
registered in the name of Cede & Co., the nominee of The Depository Trust
Company ("DTC") (the "DTC Certificates"). The interests of the beneficial owners
of the DTC Certificates will be represented by book entries on the records of
DTC and participating members thereof. Definitive certificates for the DTC
Certificates will be made available only under the limited circumstances
specified in the Pooling and Servicing Agreement. Except as otherwise provided
in the related Terms Agreement, each Class of Certificates of a Series not sold
to the Underwriters pursuant to such Terms Agreement will be in definitive,
fully registered form, in such denominations and registered in such names as the
Underwriter shall request, and will be made available at least 24 hours prior to
the applicable Closing Date, for checking and packaging at the offices of [] in
such amounts as determined pursuant to the Terms Agreement.
Except as otherwise provided in the related Terms Agreement, pursuant to
Rule 15c6-1(d) under the Exchange Act, the Depositor and the Underwriters have
agreed that the Delivery Date will not be less than five business days following
the date hereof.
4. Offering by Underwriters. It is understood that the Underwriters propose
to offer the Certificates subject to this Agreement for sale to the public as
set forth in the Prospectus.
5. Covenants of the Depositor. The Depositor covenants and agrees with the
Underwriters participating in the applicable offering of the Certificates that:
(a) Immediately following the execution of the Terms Agreement, or at
such other time as the Depositor and the Underwriter shall mutually agree,
the Depositor will prepare a supplement to the Prospectus setting forth the
amount of Certificates covered thereby and the terms thereof not otherwise
specified in the
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Prospectus, the price at which such Certificates are to be purchased by the
Underwriters, from the Depositor, either the initial public offering price
or the method by which the price at which such Certificates are to be sold
will be determined, the selling concessions and reallowances, if any, and
such other information as you and the Depositor deem appropriate in
connection with the offering of such Certificates, but the Depositor will
not file, for so long as the delivery of a Prospectus is required in
connection with the offering or sale of such Certificates, any amendments
to the Registration Statement as in effect with respect to such
Certificates, or any amendments or supplements to the Prospectus, unless it
shall first have delivered copies of such amendments or supplements to you,
or if you shall have reasonably objected thereto promptly after receipt
thereof; the Depositor will, during such period, immediately advise you or
your counsel (i) when notice is received from the Commission that any
post-effective amendment to the Registration Statement has become or will
become effective and (ii) of any order or communications suspending or
preventing, or threatening to suspend or prevent, the offer and sale of the
Certificates or of any proceedings or examinations that may lead to such an
order or communication, whether by or of the Commission or any authority
administering any state securities or Blue Sky law, as soon as the
Depositor is advised thereof, and will use its best efforts to prevent the
issuance of any such order or communication and to obtain as soon as
possible its lifting, if issued. Subject to the Underwriters' compliance
with their obligations set forth in Section 8, the Depositor shall file
with the Commission a current report on Form 8-K including any
Computational Materials provided to it by the Underwriters pursuant to
Section 8 no later than the date that the Prospectus Supplement is filed.
(b) If, at any time when a Prospectus relating to the Certificates is
required to be delivered under the Act, any event occurs as a result of
which the Prospectus as then amended or supplemented would include any
untrue statement of a material fact or omit 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, or if it is
necessary at any time to amend or supplement the Prospectus to comply with
the Act or the Rules and Regulations, the Depositor will promptly prepare
and file with the Commission, an amendment or supplement that will correct
such statement or omission or an amendment that will effect such
compliance.
(c) The Depositor will make generally available to the holders of the
Certificates (the "Certificateholders"), and deliver to you, in each case
as soon as practicable, an earning statement which will satisfy the
provisions of Section 11(a) of the Act and Rule 158 of the Commission with
respect to the Certificates; and the Depositor will cause the Trustee to
furnish or make available, within a reasonable time after the end of each
calendar year, to each Certificateholder at any time during such year, such
information as the Depositor deems necessary or desirable to assist
Certificateholders in preparing their federal income tax returns.
(d) The Depositor will furnish to you copies of the Registration
Statement (two of which will be signed and will include all documents and
exhibits thereto or incorporated by reference therein), each related
preliminary prospectus, the Prospectus and all amendments and supplements
to such documents relating to the
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Certificates, in each case as soon as available, but in no event later than
five business days after signing the related Terms Agreement, and in such
quantities as you reasonably request.
(e) The Depositor will arrange for the qualification of the
Certificates for sale and the determination of their eligibility for
investment under the laws of such jurisdictions as you designate and will
continue such qualifications in effect so long as required for the
distribution of the Certificates; PROVIDED, HOWEVER, that neither the
Depositor nor the Trust shall be required to do business in any
jurisdiction where it is now not qualified or to take any action which
would subject it to general or unlimited service of process in any
jurisdiction in which it is now not subject to service of process.
(f) The Depositor will, while the Certificates of a Series are
outstanding furnish to you, and upon request of each other Underwriter,
other information with respect to the related Trust or its financial
condition or results of operations, as any Underwriter may reasonably
request, including but not limited to information necessary or appropriate
to the maintenance of a secondary market in the Certificates of such
Series.
(g) The Depositor will pay all expenses incident to the performance of
its obligations under this Agreement and the Terms Agreement and will
reimburse the Underwriters for any expenses (including fees and
disbursements of its counsel) incurred by them in connection with
qualification of the related Series of Certificates and determination of
their eligibility for investment under the laws of such jurisdictions as
you may designate and the reproduction of memoranda relating thereto, for
any fees charged by investment rating agencies for the rating of the
Certificates and, to the extent previously agreed upon with you, the
expenses incurred in distributing any preliminary prospectuses, the
Prospectus or any amendments or supplements thereto to the Underwriters.
(h) During the period when a prospectus is required by law to be
delivered in connection with the sale of Certificates pursuant to this
Agreement, the Depositor will file, or cause the Trustee to file on behalf
of the related Trust, on a timely and complete basis, all documents that
are required by the related Trust with the Commission pursuant to Sections
13, 14 or 15(d) of the Exchange Act.
(i) [The Depositor will prepare, or cause to be prepared, and file, or
cause to be filed, a timely election to treat each Trust REMIC as a REMIC
for federal income tax purposes and will file, or cause to be filed, such
tax returns and take such actions, all on a timely basis, as are required
to elect and maintain such status.]
6. Conditions to the Obligations of the Underwriters. The obligations of
the Underwriters to purchase and pay for the Certificates subject to this
Agreement will be subject to the accuracy of the representations and warranties
on the part of the Depositor as of the date hereof, the date of the Terms
Agreement and the applicable Delivery Date, to the accuracy of the statements of
the Depositor made pursuant to the provisions thereof, to the performance by the
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Depositor in all material respects of its obligations hereunder and to the
following additional conditions precedent:
(a) You shall have received a letter from the Officer of Deposition,
dated the date of the Prospectus Supplement and addressed to you each in
the forms heretofore agreed to.
(b) You shall have received a copy of the Prospectus for the related
Series.
(c) All actions required to be taken and all filings required to be
made by the Depositor under the Act prior to the sale of the Certificates
shall have been duly taken or made; and prior to the applicable Delivery
Date, no stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall
have been instituted, or to the knowledge of the Depositor or any
Underwriter, shall be contemplated by the Commission.
(d) The Certificates subject to this Agreement and offered by means of
the Registration Statement shall be rated at the time of issuance as set
forth in the Terms Agreement.
(e) you shall have received an opinion of counsel for the Depositor,
dated the applicable Delivery Date, substantially to the effect that:
(i) The Depositor is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware, with full corporate power and corporate authority to
own its assets and operate its business as is necessary to carry
out the transactions contemplated by the Agreements, and is duly
qualified to do business as a foreign corporation in the State of
New York.
(ii) This Agreement and the Terms Agreement have been duly
authorized, executed and delivered by the Depositor.
(iii) The execution, delivery and performance of the
Agreements do not conflict with the Certificate of Incorporation
or the By-laws of the Depositor and, to the knowledge of such
counsel and based solely on its examination of the documents
referred to in such opinion, (A) do not conflict with or violate
or constitute a material breach of, or constitute a default
under, any material written contract, indenture, undertaking or
other agreement or instrument by which the Depositor is now bound
or to which it is now a party, or result in the imposition of any
material lien upon any of its material properties, and (B) do not
conflict with or violate any order, write, injunction or the
decree of any court or governmental authority against the
Depositor or by which any of its properties is bound.
(iv) Each of the Sale and Purchase Agreement and the Pooling
and Servicing Agreement has been duly authorized, executed and
delivered by the Depositor and, assuming the due authorization,
execution and delivery thereof by
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the other parties thereto, constitutes the legal, valid and
binding agreement of the Depositor, enforceable against the
Depositor in accordance with its terms, except as enforcement
thereof may be subject to or limited by bankruptcy, insolvency,
moratorium, reorganization, arrangement, fraudulent conveyance or
other laws relating to or affecting creditors' rights generally
or by general equitable principles.
(v) The Certificates have been duly authorized by the
Depositor and, when executed and authenticated pursuant to the
Pooling and Servicing Agreement and paid for and delivered
pursuant to this Agreement and the Terms Agreement, will be
validly issued and outstanding and will be entitled to the
benefits afforded by the Pooling and Servicing Agreement.
(vi) No authorization, consent, approval of, notice to or
other filing with any federal or State of New York governmental
authority is required for the execution of, delivery of or
performance by the Depositor of any material obligation under the
Agreements or the Certificates except (a) such as have been
obtained under the Act and (b) such as may be required under the
blue sky laws of any jurisdiction in connection with the offer
and sale of the Certificates, as to which we express no opinion.
(vii) The Pooling and Servicing Agreement is not required to
be qualified under the Trust Indenture Act of 1939 and the Trust
Fund is not required to be registered under the Investment
Company Act.
(viii) The Registration Statement has become effective under
the Act, and, to the knowledge of such counsel, no stop order
suspending the effectiveness of the Registration Statement has
been issued and no proceedings for that purpose have been
instituted or are pending or contemplated under the Act; the
Registration Statement and the Prospectus, and each amendment or
supplement thereto, as of their respective effective or issue
dates complied as to form in all material respects to the
requirements of the Act and the Rules and Regulations; such
counsel has no reason to believe that either the Registration
Statement, at the Effective Time, or any such amendment or
supplement, as of its effective date, contained any untrue
statement of a material fact or omitted to state any material
fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus, at the
date of this Agreement, or any such amendment or supplement, as
of its respective date, or at the Delivery 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; it being understood that such
counsel need express no opinion as to the financial statements or
other financial or statistical data contained in the Registration
Statement or the Prospectus or with respect to the description in
the Prospectus Supplement under the headings "The Seller and
Servicer," "Description of the Mortgage Pool--General" and
"--Underwriting Standards".
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(ix) The statements in the Prospectus under the caption
"Description of Certificates", insofar as such statements
constitute a summary of certain terms of the Certificates, the
Sale and Purchase Agreement and the Pooling and Servicing
Agreement, while they do not purport to discuss all aspects of
such documents, constitute a fair summary of such documents in
all material respects; the statements in the Prospectus and the
Prospectus Supplement, as the case may be, under the captions
"Certain Legal Aspects of the Mortgage Loans and Contracts",
"ERISA Considerations" and "Federal Income Tax Consequences" to
the extent that they constitute matters of law or legal
conclusions with respect thereto, have been prepared or reviewed
by such counsel and are correct in all material respects.
(x) Assuming that, and for so long as, each Class of
Certificates offered pursuant to the Registration Statement are
rated by a nationally recognized statistical rating organization
in one of its two highest rating categories, each such Class of
Certificates constitutes "mortgage related securities" within the
meaning of Section 3(a)(41) of the Exchange Act.
(xi) [Assuming compliance with all provisions of the Pooling
and Servicing Agreement, under existing law, (a) the Trust REMIC
I and Trust REMIC II (as such terms are defined in the Pooling
and Servicing Agreement) will each be treated as a "real estate
mortgage investment conduit" (a "REMIC") as defined by Section
860D of the Internal Revenue Code of 1986 (the "Code"), (b) each
of the [Class A], [Class M] and [Class B] Certificates will be
treated as (or will be comprised of) "regular interests" in Trust
REMIC II, as the term "regular interest" is defined in the Code,
(c) the [Class R-1] Certificates will be treated as the sole
class of "residual interests" in Trust REMIC I, as the term
"residual interest" is defined in the Code, and (d) the [Class
R-2] Certificates will be treated as the sole class of "residual
interests" in Trust REMIC II, as the term "residual interest" is
defined in the Code. However, continuation of the status of Trust
REMIC I and Trust REMIC II as REMICs may entail compliance with
statutory changes in the future and with regulations not yet
issued.]
(f) You shall have received an opinion of counsel to the Seller,
addressed to the Underwriters and the Depositor, dated the applicable
Delivery Date, substantially to the effect that the statements in the
Prospectus Supplement prepared by the Depositor pursuant to Section 5(a)
under the captions ["___________,"] ["________"], ["___________"], and
["___________"] do not contain any untrue statement of a material fact or
omit to state a 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 (it being understood that such
counsel need not render any opinion with respect to any financial or
statistical information contained therein).
(g) You shall have received an opinion of counsel to the Seller,
addressed to the Underwriters and the Depositor, dated the applicable
Delivery Date, and in a form agreed to on or prior to the date of the Terms
Agreement regarding (i) certain
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FDIA bankruptcy insolvency or FDIA matters, (ii) corporate matters relating
to the seller, (iii) enforceability matters relating to the Agreements as
to which the seller is a party, and (iv) the perfection of the security
interest of the Trustee in the Mortgage Notes.
(h) You shall have received an opinion of counsel to the Trustee,
dated the Delivery Date, and in the form agreed to on or prior to the date
of the Terms Agreement regarding (i) certain state tax matters, (ii)
corporate matters relating to the Trustee and (iii) enforceability matters
relating to the Agreements as to which the Trustee is a party.
(i) You shall have received from [__________], special counsel for the
Underwriters, such opinion or opinions, dated the Delivery Date, with
respect to the existence of the Depositor, the Registration Statement, the
Prospectus and other related matters as the Underwriters may require, and
the Depositor shall have furnished to such counsel such documents as they
request for the purpose of enabling them to pass upon such matters.
(j) You shall have received a certificate or certificates signed by
such of the principal executive, financial and accounting officers of the
Depositor as you may request, dated the applicable Delivery Date, in which
such officers, to the best of their knowledge after reasonable
investigation, shall state that (i) the representations and warranties of
the Depositor in this Agreement are true and correct; (ii) the Depositor
has complied with all agreements and satisfied all conditions on its part
to be performed or satisfied at or prior to the Closing Date; (iii) no stop
order suspending the effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been instituted or are
contemplated; (iv) subsequent to the respective dates as of which
information is given in the Prospectus, and except as otherwise set forth
in or contemplated by the Prospectus, there has not been any material
adverse change in the general affairs, capitalization, financial condition
or results of operations of the Depositor; (v) except as otherwise stated
in the Prospectus, there are no material actions, suits or proceedings
pending before any court or governmental agency, authority or body or, to
their knowledge, threatened, affecting the Depositor or the transactions
contemplated by this Agreement; and (vi) attached thereto are true and
correct copies of a letter from the rating agency or agencies rating the
Certificates subject to this Agreement confirming that the Certificates
have been rated in one of the four highest rating categories established by
such agency or agencies as set forth in the Terms Agreement and such rating
has not been lowered since the date of such letter.
(k) If applicable, you shall have received letters dated the
applicable Delivery Date from counsel rendering opinions to any nationally
recognized statistical rating organization rating the applicable Series of
Certificates, to the effect that you may rely upon their opinion to such
rating organization, as if such opinion were rendered to you.
(l) You shall have received a certificate of the Trustee, signed by
one or more duly authorized officers of the Trustee, dated the applicable
Delivery Date, as to
11
the due acceptance of the Pooling and Servicing Agreement by the Trustee
and the due authorization and delivery of the Certificates of such Series
by the Trustee thereunder.
(m) To the extent, if any, that the ratings provided to the
Certificates by either [__________________] ("______") or
[_________________] ("____") is conditional upon the furnishing of
documents or the taking of any other actions by the Depositor or the
Servicer, the Depositor or the Servicer, as the case may be, shall furnish
such documents and take any such other actions.
(n) You shall have received letters from [______] and [_____]
confirming the ratings set forth in the related Terms Agreement.
The Depositor will furnish you with such conformed copies of such
opinions, certificates, letters and documents as you reasonably request.
7. Indemnification
(a) The Depositor will indemnify and hold harmless each Underwriter and
each person, if any, who controls such Underwriter within the meaning of
the Act, against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter or such controlling person may become
subject, under the 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 or alleged untrue statement of any material
fact contained in the Registration Statement or the Prospectus or any
amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not
misleading; and will reimburse each Underwriter and each such controlling
person for any legal or other expenses reasonably incurred by such
Underwriter and each such controlling person in connection with
investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the Depositor 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 any such untrue statement or alleged untrue
statement in or omission or alleged omission made in any of such documents
in reliance upon and in conformity with written information furnished to
the Depositor by the relevant Underwriter specifically for use therein.
This indemnity agreement will be in addition to any liability which the
Depositor may otherwise have.
(b) Each Underwriter will indemnify and hold harmless the Depositor,
each of its directors, each of its officers who signed the Registration
Statement and each person, if any, who controls the Depositor within the
meaning of the Act against any losses, claims, damages or liabilities to
which the Depositor or any such director, officer or controlling person may
become subject, under the 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 or alleged untrue statement of any material
fact contained in the Registration Statement or the Prospectus or any
amendment or supplement thereto, or arise out of or are based upon the
omission or the alleged omission to state therein a material fact required
to be stated therein or necessary to make the
12
statements therein 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 in reliance upon and in conformity
with written information furnished to the Depositor by such Underwriter
specifically for use therein, and will reimburse any legal or other
expenses reasonably incurred by the Depositor or any such director, officer
or controlling person in connection with investigating or defending any
such loss, claim, damage, liability or action. This indemnity agreement
will be in addition to any liability that such Underwriter may otherwise
have.
(c) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will,
if a claim in respect thereof is to be made against the indemnifying party
under this Section, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not
relieve it from any liability which it may have to any indemnified party
otherwise in this Section. In case any such action is brought against any
indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party to such indemnified party of
its election so to assume the defense thereof, the indemnifying party will
be entitled to participate therein, and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to
the indemnifying party) and, after notice from the indemnifying party to
such indemnified party of its election so to assume the defense thereof,
the indemnifying party will not be liable to such indemnified party under
this Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than
reasonable costs of investigation.
(d) If the indemnification provided for in this Section is unavailable
or insufficient to hold harmless an indemnified party under subsection (a)
or (b) above, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above
(i) in such proportion as is appropriate to reflect the relative benefits
received by the Depositor on the one hand and the Underwriters on the other
from the offering of the Offered 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 the relative benefits
referred to in clause (i) above but also the relative fault of the
Depositor on the one hand and the Underwriters on the other in connection
with the statements or omissions which resulted in such losses, claims,
damages or liabilities as well as any other relevant equitable
considerations. The relative benefits received by the Depositor on the one
hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Depositor bear to the total underwriting
discounts and commissions received by the Underwriters. 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
Depositor or the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such untrue
statement or omission. The
13
amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this subsection
(d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified in connection with investigating or defending
any action or claim which is the subject to this subsection (d).
Notwithstanding the provisions of this subsection (d), no Underwriter shall
be required to contribute any amount in excess of the amount by which the
total price at which the Certificates underwritten by it and distributed to
the public were offered to the public exceeds the amount of any damages
which such Underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Underwriters'
obligations in this subsection (d) to contribute are several in proportion
to their respective underwriting obligations and not joint.
8. Computational Materials. (a) Each Underwriter agrees to provide to the
Depositor no less than two business days prior to the date on which the
Prospectus is proposed to be filed pursuant to Rule 424(b) under the Act, for
the purpose of permitting the Depositor to comply with the filing requirement
set forth in Section 5(a), all information (in such written or electronic format
as required by the Depositor) with respect to the Certificates which constitutes
"Computational Materials", as defined in the Commission's No-Action Letter,
dated May 20, 1994, addressed to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance Corporation I,
▇▇▇▇▇▇, Peabody & Co. Incorporated and ▇▇▇▇▇▇ Structured Asset Corporation, as
made applicable to other issuers and underwriters by the Commission in response
to the request of the Public Securities Association dated May 24, 1994
(collectively, the "▇▇▇▇▇▇/PSA Letter"), as well as the PSA Letter referred to
below, and that is required to be filed as described in the ▇▇▇▇▇▇/PSA Letter.
Each Underwriter shall comply with all applicable laws and regulations in
connection with the use of ABS Term Sheets, including the No-Action Letter of
February 17, 1995 issued by the Commission to the Public Securities Association
(the "PSA Letter" and, together with the ▇▇▇▇▇▇/PSA Letter, the "No-Action
Letters").
(b) The Underwriters shall provide to the Depositor, together with the
information required to be provided to the Depositor pursuant to Section
8(a) or 8(c)(iii) hereof, a letter, in form and substance acceptable to the
Depositor, of independent certified public accountants acceptable to the
Depositor, stating in effect that such independent certified public
accountants have performed certain specified procedures, all of which have
been agreed to by the Depositor, and that they have verified or confirmed,
as appropriate, the financial, numerical or statistical information to be
filed by the Depositor as part of the Computational Materials and ABS Term
Sheets and have found such information to be accurate without exception.
Such letter will be obtained at the sole expense of the Underwriters.
(c) (i) The relevant Underwriter represents and warrants to, and
covenants with, the Depositor that all information provided to the
Depositor pursuant to this Section, as of the date such information is so
provided and as of the date such information is filed by the Depositor with
the Commission will not include any untrue statement of a material fact and
will not omit to state any material facts required to be
14
stated therein or necessary in order to make the statements contained
therein, in the light of the circumstances under which they were made, not
misleading.
(ii) The relevant Underwriter further covenants with the
Depositor that if any Computational Materials or ABS Term Sheets
required to be provided to the Depositor pursuant to Section 8(a) are
determined to contain any information that is inaccurate or
misleading, the relevant Underwriter (whether or not such
Computational Materials or ABS Term Sheets are provided to the
Depositor or filed by the Depositor with the Commission) shall
promptly prepare and deliver to the Depositor and each prospective
investor which received such information, corrected Computational
Materials or ABS Term Sheets, as applicable. All information provided
to the Depositor pursuant to this Section 8(c)(ii) shall be provided
within the time periods set forth in Section 8(a) hereof.
(iii) The Underwriters represent and warrant to the Depositor
that the Underwriters have taken all necessary and required steps to
ensure that no written material of any kind relating to the
Certificates (or any certificates similar to the Certificates) will be
delivered to potential investors other than Computational Materials or
ABS Term Sheets required to be filed pursuant to the No-Action Letters
and that all Computational Materials and ABS Term Sheets will be
provided to the Depositor, and to ensure that all such Computational
Materials and ABS Term Sheets are accurate and not misleading.
(iv) The Underwriters covenant with the Depositor that all
Computational Materials and ABS Term Sheets delivered to prospective
investors shall contain a legend substantially to the following
effect:
"THIS INFORMATION IS FURNISHED TO YOU SOLELY BY [CREDIT SUISSE
FIRST BOSTON CORPORATION] AND/OR THE OTHER UNDERWRITERS AND NOT
BY [CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.] (THE
"DEPOSITOR") OR ANY OF ITS AFFILIATES (OTHER THAN [CREDIT SUISSE
FIRST BOSTON CORPORATION] IN ITS CAPACITY AS AN UNDERWRITER).
THE UNDERWRITERS ARE NOT ACTING AS AGENTS FOR THE DEPOSITOR OR
ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION."
In the case of Collateral Term Sheets, such legend shall also
include the following statement:
15
"THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE
DESCRIPTION OF THE MORTGAGE POOL CONTAINED IN THE PROSPECTUS
SUPPLEMENT RELATING TO THE CERTIFICATES AND [EXCEPT WITH RESPECT
TO THE INITIAL COLLATERAL TERM SHEET PREPARED BY THE
UNDERWRITER] SUPERSEDES ALL INFORMATION CONTAINED IN ANY
COLLATERAL TERM SHEETS RELATING TO THE MORTGAGE POOL PREVIOUSLY
PROVIDED BY [___________________] [NAME OF UNDERWRITER]."
(d) The relevant Underwriter agrees to indemnify and hold
harmless the Depositor, each of the Depositor's officers and directors
and each person who controls the Depositor within the meaning of
either the 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 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) (i) are based on, result from or arise out of: (A) the
relevant Underwriter's use or delivery to any prospective investor in
the Certificates of any Computational Materials; (B) the relevant
Underwriter's failure to comply with Sections 8(a) or 8(c); (C) the
filing by the Depositor with the Commission of any information
pursuant to the last sentence of Section 5(a); or (ii) arise out of or
are based upon any untrue statement or alleged untrue statement of a
material fact contained in any information required to be delivered to
the Depositor pursuant to a Section 8(a) or 8(c)(ii) hereof, 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 any such loss, claim, damage, liability or action. The
obligations of such Underwriter under this Section shall be in
addition to any liability which such Underwriter may otherwise have.
The procedures set forth in Section 7(c) and 7(d) shall be
equally applicable to this Section.
(e) Notwithstanding any other provision herein, (a) the
Underwriter shall not be required to be responsible for any amount in
excess of the amount by which the total re-offering price at which the
Certificates underwritten by it and distributed and offered to the
public exceeds the amount paid hereunder by the Underwriter for the
Certificates. For the purposes of this Section 8(e), each person, if
any, who controls the Underwriter within the meaning of the Securities
Act or the Exchange Act shall have the same rights to contribution as
the Underwriter and each director of the Depositor, each officer of
the Depositor who signed the Registration Statement, and each person,
if any, who controls the Depositor within the meaning of the
Securities Act or the Exchange Act shall have the same rights to
contribution as the Depositor and (b) the relevant Underwriter agrees
to pay all costs and expenses of the Depositor incurred in connection
with (i) the filing by the Depositor of any Computational Material or
ABS Term Sheets
16
with the Commission and (ii) any action by the Depositor against the
relevant Underwriter to enforce any of its rights set forth in this
Section, including, without limitation, legal fees and expenses.
9. Default of Underwriters. If any Underwriter or Underwriters
participating in an offering of Certificates default in their obligations to
purchase Certificates hereunder and under the Terms Agreement and the aggregate
principal amount of such Certificates which such defaulting Underwriter or
Underwriters agreed, but failed, to purchase does not exceed [10]% of the total
principal amount of the Certificates set forth in such Terms Agreement, you may
make arrangements satisfactory to the Depositor for the purchase of such
Certificates by other persons, including any of the Underwriters participating
in such offering, but regardless of whether such arrangements are made the
non-defaulting Underwriters shall remain obligated severally to purchase the
Certificates which they committed to purchase in accordance with the terms
hereunder and under the Terms Agreement. If any Underwriter or Underwriters so
default and the aggregate principal amount of Certificates with respect to which
such default or defaults occur is more than [10]% of the total principal amount
of the Certificates set forth in such Terms Agreement and arrangements
satisfactory to you and the Depositor for the purchase of such Certificates by
other persons are not made, this Agreement will terminate without liability on
the part of any nondefaulting Underwriter, except as provided in Section 10. As
used in this Agreement, the term "Underwriter" includes any person substituted
for an Underwriter under this Section. Nothing herein will relieve a defaulting
Underwriter from liability for its default.
10. Termination of the Obligations of the Underwriters. The obligations of
the Underwriters to purchase the Certificates on the Delivery Date shall be
terminable by the Underwriters if (a) at any time on or prior to the Delivery
Date (i) trading in securities generally on the New York Stock Exchange shall
have been suspended or materially limited, or there shall have been any setting
of minimum prices for trading on such exchange, (ii) a general moratorium on
commercial banking activities in New York shall have been declared by either
Federal or New York State authorities, (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 your judgment as representative of the Underwriters, impracticable to
consummate the transactions contemplated herein or is such as would materially
and adversely affect the marketability of or the market price for the
Certificates or (iv) any change or any development involving a prospective
change, materially and adversely affecting (A) the Trust Fund taken as a whole
or (B) the business or properties of the Depositor occurs, which, in your
reasonable judgment as representative of the Underwriters, in the case of either
clause (A) or (B), materially impairs the investment quality of the Certificates
or (b) any representation or warranty of another party shall be incorrect in any
material respect.
11. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements by the
Depositor or its officers and of the Underwriters set forth in or made pursuant
to this Agreement will remain in full force and effect, regardless of any
investigation, or statement as to the results thereof, made by or on behalf of
the Underwriters, the Depositor or any of its officers or directors or any
controlling person, and will survive delivery of and payment of the
Certificates.
17
If this Agreement is terminated pursuant to Section 9 or if for any reason
the purchase of the Certificates by the Underwriters is not consummated, the
Depositor shall remain responsible for the expenses to be paid or reimbursed by
them pursuant to Section 5(g), and the obligations of the Depositor and the
Underwriters pursuant to Sections 7 and 8 shall remain in effect.
12. Notices. All communications hereunder will be in writing and, if sent
to an Underwriter will be mailed, delivered or telegraphed and confirmed to you
at [Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇] or if sent to the
Depositor, will be mailed, delivered or telegraphed and confirmed to it at
[Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: President];
provided, however, that any notice to an Underwriter pursuant to Section 7 or 8
will be mailed, delivered or telegraphed to such Underwriter at the address
furnished by it.
13. Successors. This Agreement and the Terms 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
Sections 7 and 8, and their successors and assigns, and no other person will
have any right or obligations hereunder.
14. Representation of Underwriters. You will act for the several
Underwriters set forth in the applicable Terms Agreement in connection with the
transactions described in this Agreement and such Terms Agreement, and any
action taken by you under this Agreement will be binding upon all the
Underwriters.
15. Applicable Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAWS.
16. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument.
18
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us a counterpart hereof, whereupon, it will become a
binding agreement among the Depositor and the several Underwriters in accordance
with its terms.
Very truly yours,
CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP.,
as Depositor
By:________________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date first
above written.
CREDIT SUISSE FIRST BOSTON CORPORATION
as representative of the Underwriters
By:___________________________________
Name:
Title:
19
EXHIBIT A
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
(DEPOSITOR)
[_____________________] Mortgage-Backed Pass-Through Certificates
Series 200_-___
TERMS AGREEMENT
[__________, 200_]
To: Credit Suisse First Boston Mortgage
Securities Corp., as Depositor under the
Pooling and Servicing Agreement dated as of
[_______ 1, 20__].
Re: Underwriting Agreement dated
[___________, 20__].
Title: [_______________] Mortgage-Backed Pass-Through
----- Certificates Series 200_-___,
[Class A and Class M]
Underwriter: Credit Suisse First Boston Corporation is the
----------- sole Underwriter.
Principal Amount: $[________] (approximate)
----------------
Pass-Through Rate: Weighted average pass-through rate.
-----------------
Certificate Rating:
------------------
Servicer: _____________________ (in such capacity, the
-------- "Servicer").
Trustee: _____________________ (in such capacity, the
------- "Trustee").
Terms of Sale: The purchase price payable by the Underwriter
------------- for the [Class A] Certificates is [__]% of
the principal amount thereof, plus accrued
interest at the Pass-Through Rate from the
date of initial issuance. The purchase price
payable by the Underwriter for the [Class M]
Certificates is [__]% of the principal amount
thereof, plus accrued interest at the
Pass-Through Rate from the date of initial
issuance Payment of the purchase price shall
be in immediately available Federal funds
wired to such bank as may be designated by
the Depositor.
The [Class R] Certificates issued pursuant to
the Pooling and Servicing Agreement are not
subject to this Agreement.
A-1
Underwriting Notwithstanding anything to the contrary in
Commissions: the Underwriting Agreement, no additional
----------- underwriting commission shall be payable by
the Depositor to the Underwriter in
connection with the purchase of the
Certificates.
Public offering price and/or method of determin-
ing price at which the Underwriter will sell the
[Class A] and [Class M] Certificates is at vary-
ing prices to be determined at the time of sale
in one or more negotiated transactions.
Mortgage Loans: The mortgage loans (the "Mortgage Loans")
-------------- sold by [__________] (the "Seller") to the
Depositor pursuant to the Mortgage Loan
Purchase Agreement, dated as of [________1,
200_], between the Depositor, the Seller and
the Underwriter and conveyed by the Depositor
to the Trust pursuant to the Pooling and
Servicing Agreement, dated as of [________1,
200_] (the "Pooling and Servicing
Agreement"), among the Depositor, the Seller,
the Servicer and the Trustee.
Distribution Dates: The [__] day (or, if such day is not a
------------------ business day, the next succeeding business
day) of each month, commencing with
[__________], 20__.
Delivery Date and [______], New York Time, on or about
Location: [________, 20__], or at such other time not
-------- later than seven full business days
thereafter as may be agreed upon, at the
offices of [_____________].
A-2
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us a counterpart hereof, whereupon, it will become a
binding agreement among the Depositor and the several Underwriters in accordance
with its terms.
CREDIT SUISSE FIRST BOSTON CORPORATION,
By:____________________________________
Name:
Title:
Accepted:
CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP.,
as Depositor
By:________________________________
Name:
Title: