Credit Suisse First Boston Mortgage Securities Corp. UNDERWRITING AGREEMENT $565,480,000 (Approximate) CSMC Asset-Backed Trust 2007-NC1 OSI CSMC Asset- Backed Pass-Through Certificates, Series 2007-NC1 OSI
Credit
Suisse First Boston Mortgage Securities Corp.
$565,480,000 (Approximate)
CSMC
Asset-Backed Pass-Through Certificates, Series ▇▇▇▇-▇▇▇ ▇▇▇
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August
31, 2007
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Credit
Suisse Securities (USA) LLC
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Ladies
and Gentlemen:
Credit
Suisse First Boston Mortgage
Securities Corp., a corporation organized and existing under the laws of the
State of Delaware (the “Depositor”), proposes to sell to Credit Suisse
Securities (USA) LLC (“Credit Suisse”) (the “Underwriter”) twelve classes of the
Depositor’s CSMC Asset-Backed Pass-Through Certificates, Series 2007-NC1
OSI. Such classes have been designated as the Class 1-A, Class 2-A-1,
Class 2-A-2, Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5, Class M-6,
Class M-7, Class M-8 and Class M-9 Certificates (collectively, the
“Certificates”). The Certificates, together with the Depositor’s CSMC
Asset-Backed Pass-Through Certificates, Series 2007-NC1 OSI, Class R, Class
P
and Class X Certificates, will represent the entire beneficial ownership
interest in a trust fund (the “Trust Fund”) consisting of two groups of
conventional, fixed rate, one-to-four family, second lien residential mortgage
loans (the “Mortgage Loans”) having an aggregate principal balance of
approximately $620,038,789 as of August 1, 2007 (the “Cut-off Date”) and amounts
on deposit in the Pre-Funding Accounts. The Mortgage Loans identified
on the Mortgage Loan Schedule were originated or acquired by various mortgage
loan originators and sold to DLJ Mortgage Capital, Inc. (“DLJMC”), an affiliate
of the Depositor, pursuant to one or more mortgage loan purchase agreements.
These Mortgage Loans were subsequently transferred to the Depositor pursuant
to
an assignment and assumption agreement between the Depositor and DLJMC, dated
as
of August 31, 2007 (the “Assignment Agreement”).
The
Certificates are to be issued
pursuant to a Series Supplement to the Standard Terms of Pooling and Servicing
Agreement to be dated as of August 1, 2007 (the “Pooling and Servicing
Agreement”) among the Depositor, DLJMC, U.S. Bank National Association, as
trustee (the “Trustee”), Ocwen Loan Servicing, LLC, as servicer (“Ocwen”) and
Select Portfolio Servicing, Inc., as servicer (“SPS”). The Mortgage
Loans will be transferred to the Trust Fund pursuant to the Pooling and
Servicing Agreement.
Capitalized
terms used herein but not
defined herein shall have the meanings provided in the Pooling and Servicing
Agreement.
1. Representations
and Warranties. The Depositor represents and warrants to and
agrees with the Underwriter that:
(a) The
Depositor has filed with the Securities and Exchange Commission (the
“Commission”) a registration statement (including a prospectus) on Form S-3 (No.
333-140945) for the registration under the Securities Act of 1933, as amended
(the “Act”), of mortgage pass-through certificates issuable in series. Such
registration statement has been declared effective by the Commission under
the
Act. Such registration statement, including exhibits thereto and any information
incorporated therein by reference, as amended to the date of this Agreement,
is
hereinafter called the “Registration Statement,” and such prospectus, in the
form in which it was last filed with the Commission, as supplemented by a
prospectus supplement relating to the Certificates to be filed pursuant to
Rule
424 under the Act (such prospectus supplement in the form first filed after
the
date hereof pursuant to Rule 424 hereinafter called the “Prospectus
Supplement”), and any information incorporated therein by reference, is
hereinafter collectively referred to as the “Prospectus.” The
Depositor further proposes to prepare, after the final terms of all classes
of the Certificates have been established, a Free Writing Prospectus
that will contain substantially all information that will appear in the
Prospectus Supplement, to the extent that such information is known at that
time
and minus specific sections including the Method of Distribution section (such
Free Writing Prospectus, together with the Base Prospectus, the “Definitive Free
Writing Prospectus”). The Definitive Free Writing Prospectus must be
provided to each investor prior to the time of Contract of Sale (as defined
herein).
(b) The
Registration Statement, at the time it became effective (the “Effective Date”),
and the prospectus contained therein, and any amendments thereof and supplements
thereto filed prior to the date hereof, conformed in all material respects
to
the requirements of the Act and the rules and regulations of the Commission
thereunder; and on the date of this Agreement and on the Closing Date (as
hereinafter defined), the Registration Statement and the Prospectus, and any
amendments thereof and supplements thereto, will conform in all material
respects to the requirements of the Act and the rules and regulations of the
Commission thereunder. The Registration Statement, at the time it became
effective, did not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; and the Prospectus, as of the date the
Registration Statement became effective, as of its date and as of the date
hereof, did not contain an untrue statement of a material fact or omit to state
a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, however,
that the Depositor makes no representations or warranties as to either (i)
any
information contained in or omitted from the portions of the Prospectus set
forth under the caption “Method of Distribution” relating to the Certificates
and the stabilization legend required by Item 502(d)(1) under Regulation S-K
of
the Act (the “Underwriter Information”) or (ii) any decrement or yield tables
set forth in the section titled “Yield on the Certificates” in the Prospectus
Supplement (the “Decrement/Yield Tables”). In addition, the Definitive Free
Writing Prospectus, as of the date thereof and as of the Closing Date, did
not
and will not contain an untrue statement of a material fact and did not and
will
not 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. The effective date shall mean the earlier of the date by
which the Prospectus Supplement is first used and the time of the first Contract
of Sale to which such Prospectus Supplement relates.
(c) The
Certificates will conform to the description thereof contained in the Prospectus
and the Certificates will on the Closing Date be duly and validly authorized;
and, when validly executed, authenticated, issued and delivered in accordance
with the Pooling and Servicing Agreement, the Certificates will be validly
issued and outstanding and entitled to the benefits of the Pooling and Servicing
Agreement.
(d) The
Depositor has been duly incorporated and is validly existing as a corporation
in
good standing under the laws of the jurisdiction of its incorporation, with
corporate power and authority to own, lease and operate its properties and
to
conduct its business as described in the Prospectus and to enter into and
perform its obligations under this Agreement, the Assignment Agreement and
the
Pooling and Servicing Agreement.
(e) At
or prior to the Closing Date, the Depositor will have entered into the
Assignment Agreement with respect to the transfer of the Mortgage Loans to
the
Depositor by DLJMC and, assuming the due authorization, execution and delivery
thereof by the other parties thereto, the Assignment Agreement on the Closing
Date will constitute a valid and binding agreement of the Depositor, enforceable
in accordance with its terms, except as may be limited by bankruptcy,
insolvency, reorganization or other laws relating to or affecting the
enforcement of creditors’ rights and by general equity principles.
(f) At
or prior to the Closing Date, the Depositor will have entered into the Pooling
and Servicing Agreement with respect to the Certificates, and assuming the
due
authorization, execution and delivery thereof by the other parties thereto,
the
Pooling and Servicing Agreement on the Closing Date will constitute a valid
and
binding agreement of the Depositor enforceable in accordance with its terms,
except as may be limited by bankruptcy, insolvency, reorganization or other
laws
relating to or affecting the enforcement of creditors’ rights and by general
equity principles.
(g) Neither
the issuance or sale of the Certificates nor the consummation of any other
of
the transactions herein contemplated, nor the fulfillment of the terms hereof,
will conflict with or violate any term or provision of the certificate of
incorporation or by-laws of the Depositor or any statute, order or regulation
applicable to the Depositor of any court, regulatory body, administrative agency
or governmental body having jurisdiction over the Depositor, and will not
conflict with, result in a breach or violation or the acceleration of, or
constitute a default under, the terms of any indenture or other agreement or
instrument to which the Depositor is a party or by which it is
bound.
(h) This
Agreement has been duly authorized, executed and delivered by the
Depositor.
(i) No
consent, approval, authorization or order of any court or governmental authority
or agency is required for the consummation by the Depositor of the transactions
contemplated by this Agreement, except such as may be required under the Act,
the Rules and Regulations or state securities or Blue Sky laws or have
previously been obtained.
(j) Immediately
prior to the transfer of the Mortgage Loans to the Trustee as contemplated
by
the Pooling and Servicing Agreement, the Depositor (i) will have good title
to,
and will be the sole owner of, the Mortgage Loans being transferred by it to
the
Trustee pursuant thereto, free and clear of any lien, pledge, encumbrance or
other security interest (collectively, “Liens”), (ii) will not have assigned to
any person any of its right, title or interest in such Mortgage Loans or in
the
Pooling and Servicing Agreement, and (iii) will have the power and authority
to
sell such Mortgage Loans to the Trustee, and upon the execution and delivery
of
the Pooling and Servicing Agreement by the Trustee, the Trustee will have
acquired all of the Depositor’s right, title and interest in and to the Mortgage
Loans, and upon delivery to the Underwriter of the Certificates and payment
by
the Underwriter upon receipt of the Certificates, the Underwriter will have
title to the Certificates free of Liens.
(k) Neither
the Depositor nor the Trust created by the Pooling and Servicing Agreement
is an
“investment company” within the meaning of such term under the Investment
Company Act of 1940, as amended (the “1940 Act”) and the rules and regulations
of the Commission thereunder.
(1) Any
taxes, fees and other governmental charges in connection with the execution
and
delivery of this Agreement and the Pooling and Servicing Agreement and the
execution, issuance, delivery and sale of the Certificates which have become
due
or will be due on or prior to the Closing Date, shall have been or will be
paid
on or prior to the Closing Date.
(m) The
Depositor is not, as of the date upon which it delivers the Definitive Free
Writing Prospectus, an Ineligible Issuer, as such term is defined in Rule 405
of
the 1933 Act Regulations.
2. Purchase
and Sale. Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Depositor agrees to sell
to
the Underwriter, and the Underwriter agrees to purchase from the Depositor,
all
of the Certificates at the purchase price set forth in Schedule I
hereto.
3. Delivery
and Payment. Delivery of and payment for the Certificates shall be made at
9:00 a.m. EST on August 31, 2007 which date and time may be postponed by
agreement between the Underwriter and the Depositor (such date and time being
herein called the “Closing Date”). The Certificates (other than the Class R
Certificates) will be delivered in book-entry form through the facilities of
The
Depository Trust Company. The Class R Certificates will be issued in fully
registered certificated form. Delivery of the Certificates shall be made to
the
Underwriter against payment by the Underwriter of the purchase price therefor
to
or upon the order of the Depositor by certified or official bank check or checks
payable in federal or other immediately available funds. The Certificates shall
be registered in such names and in such denominations as Credit Suisse may
request not less than three full business days in advance of the Closing
Date.
The
Depositor agrees to notify the
Underwriter at least two business days before the Closing Date of the exact
principal balance evidenced by the Certificates and to have the Certificates
available for inspection, checking and packaging in New York, New York, no
later
than 12:00 noon on the business day prior to the Closing Date.
4. Offering
by Underwriter.
(a) It
is understood that the Underwriter proposes to offer and/or solicit offers
for
the Certificates to be purchased by it for sale to the public as set forth
in
the Prospectus and the Underwriter agrees that all such offers, solicitations
and sales by it shall be made in compliance with all applicable laws and
regulations. Prior to the date hereof, you have not offered, pledged,
sold, disposed of or otherwise transferred any Certificate or any security
backed by the Mortgage Loans, any interest in any Certificate or such security
or any Mortgage Loan.
(b) It
is understood that the Underwriter will solicit offers to purchase the
Certificates as follows:
(1) Prior
to the time you have received the Definitive Free Writing Prospectus you may,
in
compliance with the provisions of this Agreement, solicit offers to purchase
Certificates; provided, that you shall not accept any such offer to purchase
a
Certificate or any interest in any Certificate or Mortgage Loan or otherwise
enter into any Contract of Sale for any Certificate, any interest in any
Certificate or any Mortgage Loan prior to the investor’s receipt of Definitive
Free Writing Prospectus.
(2) Any
Free Writing Prospectus (other than the Definitive Free Writing Prospectus)
relating to the Certificates used by an Underwriter in compliance with the
terms
of this Agreement prior to the time such Underwriter has entered into a Contract
of Sale for Certificates shall prominently set forth substantially the following
statement:
The
information in this free writing prospectus is preliminary, and will be
superseded by the Definitive Free Writing Prospectus. This free
writing prospectus is being delivered to you solely to provide you with
information about the offering of the Certificates referred to in this free
writing prospectus and to solicit an offer to purchase the Certificates, when,
as and if issued. Any such offer to purchase made by you will not be
accepted and will not constitute a contractual commitment by you to purchase
any
of the Certificates until we have accepted your offer to purchase
Certificates. We will not accept any offer by you to purchase
Certificates, and you will not have any contractual commitment to
purchase any of the Certificates until after you have received the Definitive
Free Writing Prospectus. You may withdraw your offer to purchase Certificates
at
any time prior to our acceptance of your offer.
“Written
Communication” has the same meaning as that term is defined in Rule 405 of the
1933 Act Regulations.
(3) Any
Free Writing Prospectus relating to Certificates and used by an Underwriter
in
connection with marketing the Certificates, including the Definitive
Free Writing Prospectus, shall prominently set forth substantially the following
statement:
The
Certificates referred to in these materials are being sold when, as and if
issued. You are advised that Certificates may not be issued that have
the characteristics described in these materials. Our obligation to
sell such Certificates to you is conditioned on the mortgage loans and
certificates having the characteristics described in these
materials. If for any reason we do not deliver such
Certificates, we will notify you, and neither the issuer nor any underwriter
will have any obligation to you to deliver all or any portion of the
Certificates which you have committed to purchase, and none of the issuer nor
any underwriter will be liable for any costs or damages whatsoever arising
from
or related to such non-delivery.
(c) It
is understood that you will not enter into a Contract of Sale with any investor
until the Definitive Free Writing Prospectus has been conveyed to the
investor. For purposes of this Agreement, Contract of Sale has the
same meaning as in Rule 159 of the 1933 Act Regulations and all Commission
guidance relating to Rule 159. The Definitive Free Writing Prospectus
shall prominently set forth substantially the following statement:
This
Definitive Free Writing Prospectus supersedes the information in any free
writing prospectus previously delivered in connection with this offering, to
the
extent that this Definitive Free Writing Prospectus is inconsistent with any
information in any free writing prospectus delivered in connection with this
offering.
(d) It
is understood that the Underwriter may prepare and provide to prospective
investors certain Free Writing Prospectuses (as defined below), subject to
the
following conditions:
(1) Unless
preceded or accompanied by a prospectus satisfying the requirements of Section
10(a) of the Act, an Underwriter shall not convey or deliver any Written
Communication to any person in connection with the initial offering of the
Certificates, unless such Written Communication either (i) is made in reliance
on Rule 134 under the Act, (ii) constitutes a prospectus satisfying the
requirements of Rule 430B under the Act, (iii) is the Definitive Free Writing
Prospectus, or (iv) both (1) constitutes a Free Writing Prospectus (as defined
below) used in reliance on Rule 164 and (2) includes only information that
is
within the definition of ABS Informational and Computational Materials as
defined in Item 1100 of Regulation AB, or Permitted Additional
Materials.
(2) The
Underwriter shall comply with all applicable laws and regulations in connection
with the use of Free Writing Prospectuses, including but not limited to Rules
164 and 433 of the 1933 Act Regulations and all Commission guidance relating
to
Free Writing Prospectuses, including but not limited to Commission Release
No.
33-8591.
(3) For
purposes hereof, “Free Writing Prospectus” shall have the meaning given such
term in Rules 405 and 433 of the 1933 Act Regulations. “Issuer
Information” shall mean information included in a Free Writing Prospectus that
both (i) is within the types of information specified in clauses (1) to (5)
of
footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform)
as
shown in Exhibit C hereto and (ii) has been either prepared by, or has been
reviewed and approved by, the Depositor. “Underwriter Derived
Information” shall refer to information of the type described in clause (5) of
such footnote 271 when prepared by an Underwriter. “Permitted
Additional Materials” shall mean information that is not ABS Informational and
Computational Materials and (x) that are referred to in Section 4(d)(12)),
(y)
that constitute Certificate price, yield, weighted average life, subscription
or
allocation information, or a trade confirmation, or (z) otherwise with respect
to which the Depositor has provided written consent to the Underwriter to
include in a Free Writing Prospectus. As used herein with respect to
any Free Writing Prospectus, “Pool Information” means the information with
respect to the characteristics of the Mortgage Loans and administrative and
servicing fees, as provided by or on behalf of the Depositor to the Underwriter
at the time most recent to the date of such Free Writing
Prospectus.
(4) All
Free Writing Prospectuses provided to prospective investors, whether or not
filed with the Commission, shall bear a legend including substantially the
following statement:
“THE
DEPOSITOR HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH
THE
SEC FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU
INVEST, YOU SHOULD READ THE PROSPECTUS IN THAT REGISTRATION STATEMENT AND OTHER
DOCUMENTS THE ISSUER HAS FILED WITH THE SEC FOR MORE COMPLETE INFORMATION ABOUT
THE ISSUER AND THE OFFERING. YOU MAY GET THESE DOCUMENTS AT NO CHARGE
BY VISITING ▇▇▇▇▇ ON THE SEC WEB SITE AT ▇▇▇.▇▇▇.▇▇▇ AT
“_______________________”, OR AT UNDERWRITER WEBSITE. ALTERNATIVELY,
THE ISSUER, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL
ARRANGE TO SEND YOU THE PROSPECTUS AT NO CHARGE IF YOU REQUEST IT BY CALLING
TOLL-FREE 1-8XX-XXX-XXXX OR VIA E-MAIL AT ________________________.
The
Depositor shall have the right to require additional specific legends or
notations to appear on any Free Writing Prospectus, the right to require changes
regarding the use of terminology and the right to determine the types of
information appearing therein with the approval of the Underwriter (which shall
not be unreasonably withheld).
(5) The
Underwriter shall deliver to the Depositor and its counsel (in such format
as
required by the Depositor) prior to the proposed date of first use thereof,
(i)
any Free Writing Prospectus prepared by or on behalf of the Underwriter that
contains any information that, if reviewed and approved by the Depositor, would
be Issuer Information, and (ii) any Free Writing Prospectus or portion thereof
prepared by the Underwriter that contains only a description of the final terms
of the Certificates after such terms have been established for all classes
of
Certificates being publicly offered. No information in any Free
Writing Prospectus (other than the Definitive Free Writing Prospectus) shall
consist of information of a type that is not included within the definition
of
ABS Informational and Computational Materials, or is not Permitted Additional
Materials. To facilitate filing to the extent required by Section
5(b) or 4(f), as applicable, all Underwriter Derived Information shall be set
forth in a document separate from the document including Issuer
Information. All Free Writing Prospectuses described in this
subsection (5) must be approved by the Depositor before the Underwriter provides
the Free Writing Prospectus to investors pursuant to the terms of this
Agreement. Notwithstanding the foregoing, the Underwriter shall not
be required to deliver any Free Writing Prospectus to the extent that it does
not contain substantive changes from or additions to any Free Writing Prospectus
previously approved by the Depositor.
(6) The
Underwriter shall provide the Depositor with a letter from Deloitte & Touche
LLP, certified public accountants, prior to the Closing Date, with respect
to
any Free Writing Prospectus provided by the Underwriter to the Depositor under
Section 4(d)(5), satisfactory in form and substance to the Depositor and their
counsel and the Underwriter, to the effect that such accountants have performed
certain specified procedures, all of which have been agreed to by the Depositor
and the Underwriter, as a result of which they determined that all accounting,
financial or statistical information that is included in such Free Writing
Prospectus, is accurate except as to such matters that are not deemed by the
Depositor and the Underwriter to be material. The foregoing letter
shall be at the expense of the respective Underwriter.
(7) None
of the information in the Free Writing Prospectuses may conflict with the
information contained in the Prospectus or the Registration
Statement.
(8) The
Depositor shall not be obligated to file any Free Writing Prospectuses that
have
been determined to contain any material error or omission, unless the Depositor
is required to file the Free Writing Prospectus pursuant to Section 5(b)
below. In the event that an Underwriter becomes aware that, as of the
date on which an investor entered into an agreement to purchase any
Certificates, any Free Writing Prospectus prepared by or on behalf of the
Underwriter and delivered to such investor contained any untrue statement of
a
material fact or omitted to state a material fact necessary in order to make
the
statements contained therein, in light of the circumstances under which they
were made, not misleading (such Free Writing Prospectus, a “Defective Free
Writing Prospectus”), such Underwriter shall notify the Depositor thereof as
soon as practical but in any event within one business day after
discovery.
(9) If
any Underwriter does not provide any Free Writing Prospectuses to the Depositor
pursuant to subsection (e) above, the Underwriter shall be deemed to have
represented, as of the Closing Date, that it did not provide any prospective
investors with any information in written or electronic form in connection
with
the offering of the Certificates that is required to be filed with the
Commission by the Depositor as a Free Writing Prospectus (other than the
Definitive Free Writing Prospectus) in accordance with the 1933 Act
Regulations.
(10) In
the event of any delay in the delivery by the Underwriter to the Depositor
of
any Free Writing Prospectuses required to be delivered in accordance with
subsection (5) above, or in the delivery of the accountant’s comfort letter in
respect thereof pursuant to subsection (6) above, the Depositor shall have
the
right to delay the release of the Prospectus to investors or to the Underwriter,
to delay the Closing Date and to take other appropriate actions in each case
as
necessary in order to allow the Depositor to comply with its agreement set
forth
in Section 5(b) to file the Free Writing Prospectuses by the time specified
therein.
(11) The
Underwriter represents that it has in place, and covenants that it shall
maintain internal controls and procedures which it reasonably believes to be
sufficient to ensure full compliance with all applicable legal requirements
of
the 1933 Act Regulations with respect to the generation and use of Free Writing
Prospectuses in connection with the offering of the Certificates. In
addition, the Underwriter shall, for a period of at least three years after
the
date hereof, maintain written and/or electronic records of any Free Writing
Prospectus used to solicit offers to purchase Certificates to the extent not
filed with the Commission.
(12) It
is understood and agreed that all information provided by any Underwriter to
or
through Bloomberg or Intex or similar entities for use by prospective investors,
or imbedded in any CDI file provided to prospective investors, to the extent
constituting a Free Writing Prospectus, shall be deemed for all purposes hereof
to be a Free Writing Prospectus not containing Issuer Information. In
connection therewith, the Underwriter agrees that it shall not provide any
information constituting Issuer Information through the foregoing media unless
that information is contained either in the Definitive Free Writing Prospectus
or in a Free Writing Prospectus delivered in compliance with Section
4(d)(5).
(e) The
Underwriter covenants with the Depositor that after the final Prospectus is
available such Underwriter shall not distribute any written information
concerning the Certificates to a prospective investor unless such information
is
preceded or accompanied by the final Prospectus. It is understood and
agreed that the use of written information in accordance with the preceding
sentence is not a Free Writing Prospectus and is not otherwise restricted or
governed in any way by this Agreement.
(f) The
Underwriter shall file any Free Writing Prospectus that has been distributed
by
the Underwriter in a manner that could lead to its broad, unrestricted
dissemination not later than the date of first use, provided that if that Free
Writing Prospectus contains only information of a type included within the
definition of ABS Informational and Computational Materials then such filing
shall be made within the later of two business days after the Underwriter first
provides this information to investors and the date upon which the Depositor
is
required to file the Prospectus Supplement with the Commission pursuant to
Rule
424(b)(3) of the 1933 Act Regulations; provided further, that the Depositor
shall not be required to file any Free Writing Prospectus that does not contain
substantive changes from or additions to a Free Writing Prospectus previously
filed with the Commission.
(g) The
Underwriter further agrees that (i) if the Prospectus is not delivered with
the
confirmation in reliance on Rule 172, it will include in every confirmation
sent
out the notice required by Rule 173 informing the investor that the sale was
made pursuant to the Registration Statement and that the investor may request
a
copy of the Prospectus from such Underwriter; (ii) if a paper copy of the
Prospectus is requested by a person who receives a confirmation, such
Underwriter shall deliver a paper copy of such Prospectus; (iii) if an
electronic copy of the Prospectus is delivered by an Underwriter for any
purpose, such copy shall be the same electronic file containing the Prospectus
in the identical form transmitted electronically to such Underwriter by or
on
behalf of the Depositor specifically for use by such Underwriter pursuant to
this Section 4(g); for example, if the Prospectus is delivered to an Underwriter
by or on behalf of the Depositor in a single electronic file in .pdf
format, then such Underwriter will deliver the electronic copy of the Prospectus
in the same single electronic file in .pdf format. The
Underwriter further agrees that (i) if it delivers to an investor the Prospectus
in .pdf format, upon such Underwriter’s receipt of a request from the
investor within the period for which delivery of the Prospectus is required,
such Underwriter will promptly deliver or cause to be delivered to the investor,
without charge, a paper copy of the Prospectus and (ii) it will provide to
the
Depositor any Free Writing Prospectuses, or portions thereof, which the
Depositor is required to file with the Commission in electronic format and
will
use reasonable efforts to provide to the Depositor such Free Writing
Prospectuses, or portions thereof, in either Microsoft Word® or Microsoft Excel®
format and not in a pdf, except to the extent that the Depositor, in its sole
discretion, waives such requirements.
(h) The
Underwriter represents and warrants that it has (1) complied and will comply
with all applicable provisions of the Financial Services and Markets Act in
effect in the United Kingdom with respect to anything done by it in relation
to
the Certificates in, from or otherwise involving the United Kingdom and (ii)
complied and will comply with Directive 2003/71/EC (the “Prospectus Directive”)
in relation to each Member State of the European Economic Area which has
implemented the Prospectus Directive.
5. Agreements.
The Depositor agrees with the Underwriter that:
(a) The
Depositor will cause the Prospectus as supplemented by a Prospectus Supplement
relating to the Certificates to be filed pursuant to Rule 424 under the Act
and
will promptly advise the Underwriter when the Prospectus as so supplemented
has
been so filed, and prior to the termination of the offering of Certificates
to
which such Prospectus relates also will promptly advise the Underwriter (i)
when
any amendment to the Registration Statement specifically relating to the
Certificates shall have become effective or any further supplement to the
Prospectus has been filed, (ii) of any request by the Commission for any
amendment of the Registration Statement or the Prospectus or for any additional
information, (iii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the institution
or
threatening of any proceeding for that purpose and (iv) of the receipt by the
Depositor of any written notification with respect to the suspension of the
qualification of the Certificates for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose. During such time that the
Prospectus is required by the Act to be delivered in connection with sale of
the
Certificates, the Depositor will not file any amendment of the Registration
Statement or supplement to the Prospectus (other than any amendment or
supplement specifically relating to a series of pass-through certificates other
than the Certificates) unless the Depositor has furnished the Underwriter with
a
copy for its review prior to filing. The Depositor will use its best efforts
to
prevent the issuance of any such stop order and, if issued, to obtain as soon
as
possible the withdrawal thereof.
(b) The
Depositor shall file any Free Writing Prospectus prepared by the Depositor
(including the Definitive Free Writing Prospectus), and any Issuer Information
contained in any Free Writing Prospectus provided to it by the Underwriter
under
Section 4(d)(5), not later than the date of first use of the Free Writing
Prospectus, except that:
(1) As
to any Free Writing Prospectus or portion thereof that contains only (A) a
description of the final terms of the Certificates after such terms have been
established for all classes of Certificates being publicly offered, may be
filed
by the Depositor within two days of the later of the date such final terms
have
been established for all classes of Certificates being publicly offered and
the
date of first use and (B) a description of the terms of the Certificates that
does not reflect the final terms after they have been established for all
classes of all Certificates is not required to be filed; and
(2) Notwithstanding
clause (1) above, as to any Free Writing Prospectus or portion thereof required
to be filed that contains only information of a type included within the
definition of ABS Informational and Computational Materials, the Depositor
shall
file such Free Writing Prospectus or portion thereof within the later of two
business days after the Underwriter first provides this information to investors
and the date upon which the Depositor is required to file the Prospectus
Supplement with the Commission pursuant to Rule 424(b)(3) of the
Act.
provided
further, that prior to such use of any Free Writing Prospectuses by the
Depositor, the Underwriter must comply with its obligations pursuant to Section
4(d) and that the Depositor shall not be required to file any Free Writing
Prospectus that does not contain substantive changes from or additions to a
Free
Writing Prospectus previously filed with the Commission.
(c) 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 any material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, or if it shall be necessary at any time to amend or supplement
the
Prospectus to comply with the Act or the rules thereunder, the Depositor
promptly will prepare and file with the Commission, subject to paragraph (a)
of
this Section 5, an amendment or supplement which will correct such statement
or
omission or an amendment which will effect such compliance.
(d) If
the Depositor or any Underwriter determines or becomes aware that any Written
Communication (including without limitation any Free Writing Prospectus) or
oral
statement contains an untrue statement of material fact or omits to state a
material fact necessary to make the statements, in light of the circumstances
under which they were made, not misleading at the time that a Contract of Sale
was entered into with any investor, when considered in conjunction with all
information conveyed at the time of Contract of Sale, either the Depositor
or
the Underwriter may prepare corrective information with notice to the other
party and any other Underwriters, and the Underwriter dealing with that investor
shall deliver such information in a manner reasonably acceptable to the
Underwriter and the Depositor, to any person with whom a Contract of Sale was
entered into, and such information shall provide any such person with the
following:
(1) Adequate
disclosure of the contractual arrangement;
(2) Adequate
disclosure of the person’s rights under the existing Contract of Sale at the
time termination is sought;
(3) Adequate
disclosure of the new information that is necessary to correct the misstatements
or omissions in the information given at the time of the original Contract
of
Sale; and
(4) A
meaningful ability to elect to terminate or not terminate the prior Contract
of
Sale and to elect to enter into or not enter into a new Contract of
Sale.
To
the
extent that the Underwriter incurs any costs to the investor in connection
with
any such termination or reformation of a Contract of Sale, the Depositor shall
reimburse the Underwriter for such costs to the extent that the defective
information was of a type that the Depositor is responsible for under Section
7(a).
(e) The
Depositor will furnish to the Underwriter and counsel for the Underwriter,
without charge, as many signed copies of the Registration Statement (including
exhibits thereto) and, so long as delivery of a prospectus by the Underwriter
or
dealers may be required by the Act, as many copies of the Prospectus and any
supplements thereto as the Underwriter may reasonably request; provided,
however, that you will provide the notice specified in Section 4(g) in every
confirmation and will only deliver the Prospectus to those investors that
request a paper copy thereof.
(f) The
Depositor will furnish such information, execute such instruments and take
such
actions as may be reasonably requested by the Underwriter to qualify the
Certificates for sale under the laws of such jurisdictions as the Underwriter
may designate, to maintain such qualifications in effect so long as required
for
the distribution of the Certificates and to determine the legality of the
Certificates for purchase by institutional investors; provided, that the
Depositor shall not be required to qualify to do business in any jurisdiction
where it is not now qualified or to take any action which would subject it
to
general or unlimited service of process in any jurisdiction in which it is
not
now subject to such service of process. The Depositor will make generally
available to holders of the Certificates, as soon as practicable (but no later
than 90 days after the close of the period covered thereby), earnings statements
(in form complying with the provisions of Rule 158 under the Act) covering
twelve month periods beginning, in each case, not later than the Depositor’s
fiscal quarter next following the “effective date” (as defined in Rule 158) of
the Registration Statement.
(g) Whether
or not the transactions contemplated hereby shall be consummated, the Depositor
shall be responsible for the payment of any costs and expenses in connection
with the performance of its obligations under this Agreement, including, without
limitation, those related to (i) the costs and expenses of printing or otherwise
reproducing the Registration Statement and the Prospectus, this Agreement,
the
Pooling and Servicing Agreement and the Certificates, (ii) the cost of
delivering the Certificates to the offices of the Underwriter, insured to the
satisfaction of the Underwriter, and (iii) the qualification of the Certificates
under securities and Blue Sky laws, including filing fees, and the fees and
disbursements of counsel for the Underwriter in connection therewith and in
connection with the preparation of any Blue Sky Survey.
6. Conditions
to the Obligations of the Underwriter. The obligations of the Underwriter to
purchase the Certificates shall be subject to the accuracy in all respects
of
the representations and warranties on the part of the Depositor contained herein
as of the date hereof and the Closing Date, to the accuracy of the statements
of
the Depositor made in any Officers’ certificates pursuant to the provisions
hereof, to the performance by the Depositor of its obligations hereunder and
to
the following additional conditions:
(a) ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP shall have furnished to the Underwriter opinions,
dated the Closing Date, substantially to the effect set forth in Exhibit
A.
(b) The
Depositor shall have furnished to the Underwriter a certificate of the
Depositor, signed by the President, Senior Vice President or any Vice President,
dated the Closing Date, to the effect that the signer of such certificate has
carefully examined the Registration Statement and the Prospectus and
that:
(i) The
representations and warranties of the Depositor in this Agreement are true
and
correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date, and the Depositor 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;
(ii) No
stop order suspending the effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been instituted or, to his
knowledge, threatened; and
(iii) Nothing
has come to his attention that would lead him to believe that the Registration
Statement, as of the Closing Date, contains any untrue statement of a material
fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, or that the Prospectus,
as of the Closing Date, contains any untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which
they
were made, not misleading.
(c) Deloitte
& Touche LLP will have furnished to the Underwriter a letter, dated as of
the Closing Date, in form and substance satisfactory to the Underwriter, to
the
effect that they have performed certain specified procedures as a result of
which they have determined that such information as the Underwriter may
reasonably request of an accounting, financial or statistical nature set forth
in the Definitive Free Writing Prospectus and the Prospectus Supplement under
the caption “The Mortgage Loans” and elsewhere therein agrees with the
accounting records of the Depositor and, where applicable, the Mortgage Loan
files of the Depositor, excluding any questions of legal
interpretation.
(d) The
Depositor’s CSMC Pass-Through Certificates, Series 2007-NC1 OSI, Class 1-A,
Class 2-A-1, Class 2-A-2 and Class R Certificates shall have been rated “AAA” by
Standard & Poor’s, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. (“S&P”)
and Fitch, Inc. (“Fitch”). The Class M-1 Certificates shall have been
rated “AA+” by S&P and Fitch. The Class M-2 Certificates shall
have been rated “AA” by S&P and “AA+” by Fitch. The Class M-3
Certificates shall have been rated “AA-” by S&P and Fitch. The
Class M-4 Certificates shall have been rated “A+” by S&P and
Fitch. The Class M-5 Certificates shall have been rated “A” by
S&P and Fitch. The Class M-6 Certificates shall have been rated
“A-” by S&P and rated “A” by Fitch. The Class M-7 Certificates
shall have been rated “BBB+” by S&P and rated “A-” by Fitch. The
Class M-8 Certificates shall have been rated “BBB” by S&P and rated “BBB+”
by Fitch. The Class M-9 Certificates shall have been rated “BBB-” by
S&P and rated “BBB” by Fitch.
(e) The
Underwriter shall have received the opinion of the Counsel to the Trustee,
substantially to the effect set forth in Exhibit B.
(f) The
Underwriter shall have received the opinion of the Counsel, dated as of the
Closing Date, to the Servicer in form and substance satisfactory to the
Underwriter.
(g) Subsequent
to the date hereof, there shall not have been any change, or any development
involving a prospective change, in or affecting the business or properties
of
the Depositor, which the Underwriter concludes in its judgment materially
impairs the investment quality of the Certificates so as to make it impractical
or inadvisable to proceed with the public offering or the delivery of the
Certificates as contemplated by the Prospectus.
(h) The
Depositor shall have furnished to the Underwriter any other opinion of counsel
delivered to the Rating Agencies in connection with the rating of the
Certificates.
(i) The
Underwriter shall have received an indemnification letter from the Servicer
for
the information provided by the Servicer for inclusion in the Prospectus
Supplement.
If
any of the conditions specified in
this Section 6 shall not have been fulfilled in all material respects when
and
as provided in this Agreement, or if any of the opinions and certificates
mentioned above or elsewhere in this Agreement shall not be in all material
respects reasonably satisfactory in form and substance to the Underwriter and
its counsel, this 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 Depositor in writing, or
by
telephone or telegraph confirmed in writing.
7. Indemnification
and Contribution. (a) The Depositor will indemnify and hold harmless the
Underwriter and each person, if any, who controls the Underwriter within the
meaning of the Act, against any losses, claims, damages or liabilities, joint
or
several, to which the Underwriter or such controlling person may become subject,
under the Act or otherwise, and will reimburse the Underwriter and each such
controlling person for any legal or other expenses reasonably incurred by the
Underwriter and each such controlling person in connection with investigating
or
defending any such loss, claim, damage, liability or action, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) (i)
arise
out of or are based upon any untrue statement or alleged untrue statement of
any
material fact contained in the Registration Statement, 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, (ii) arise
out of or are based upon any untrue statement or alleged untrue statement of
a
material fact contained in the Definitive Free Writing Prospectus, or any Issuer
Information contained in any other Free Writing Prospectus, or any 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, or (iii) are caused by any untrue statement of a material fact
or alleged untrue statement of a material fact contained in any Free Writing
Prospectus that was caused by any error in any Pool Information; 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 such documents based upon any information with respect
to
which the Underwriter has agreed to indemnify the Depositor pursuant to Section
7(b). This indemnity agreement will be in addition to any liability which the
Depositor may otherwise have.
(b) The
Underwriter will indemnify and hold harmless the Depositor, each of its
directors, each of its officers who have 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, 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, insofar as such losses, claims, damages or liabilities
(or
actions in respect thereof) arise out of or are based upon (i) the Underwriter
Information and the Decrement/Yield Tables, (ii) any Underwriter Derived
Information prepared or used by the Underwriter, (iii) any Free Writing
Prospectus prepared or used by the Underwriter for which the conditions set
forth in Section 4(d)(5) above are not satisfied with respect to the prior
approval by the Depositor, (iv) any portion of any Free Writing Prospectus
(other than the Definitive Free Writing Prospectus) prepared or used by the
Underwriter not constituting Issuer Information, (v) and any liability directly
resulting from the Underwriter’s failure to provide any investor with the
Definitive Free Writing Prospectus prior to entering into a Contract of Sale
with such investor or failure to file any Free Writing Prospectus required
to be
filed by the Underwriter in accordance with Section 4(f); provided, however,
that the indemnification set forth in this 7(b) shall not apply to the extent
of
any error in any Free Writing Prospectus that was caused by any error in any
Pool Information. This indemnity will be in addition to any liability
which the Underwriter may otherwise have. The Depositor acknowledges that the
Underwriters’ Information and the Decrement/Yield Tables included in the
Prospectus Supplement constitute the only information furnished in writing
by or
on behalf of any Underwriter expressly for use in the Applicable Registration
Statement or the Prospectus or in any amendment thereof or supplement thereto,
as the case may be furnished to the Depositor by such Underwriter), and the
Underwriter confirms, on its behalf, that such statements are
correct.
(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 than 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 will
be
entitled to participate therein, and to the extent that it may, jointly with
any
other indemnifying party similarly notified, elect 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 defense thereof other than reasonable costs of investigation.
(d) In
order to provide for just and equitable contribution in circumstances in which
the indemnity agreement provided for in this Section 7 is for any reason held
to
be unenforceable by the indemnified parties although applicable in accordance
with its terms, the Depositor, on the one hand, and the Underwriter, on the
other, shall contribute to the aggregate losses, liabilities, claims, damages
and expenses of the nature contemplated by said indemnity agreement incurred
by
the Depositor and the Underwriter in such proportions that the Underwriter
is
responsible for that portion represented by the percentage that the underwriting
discount or discounts earned on the Certificates bears to the total net proceeds
of the offering and the Depositor shall be responsible for the balance;
provided, however, that 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; and,
further, provided however, in no case shall the Underwriter be responsible
for
any amount in excess of the related aggregate underwriting discounts. For
purposes of this Section, each person, if any, who controls the Underwriter
within the meaning of Section 15 of the 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 Section 15 of the Act shall
have the same rights to contribution as the Depositor.
8. Termination.
This Agreement shall be subject to termination in the absolute discretion of
the
Underwriter, by notice given to the Depositor prior to delivery of and payment
for the Certificates, if prior to such time (i) there has been, since the date
hereof, any material adverse change in the condition, financial or otherwise,
of
the Depositor, whether or not arising in the ordinary course of business, or
(ii) there shall have occurred any material adverse change in the financial
markets in the United States or any outbreak or escalation of hostilities or
other national or international calamity or crisis the effect of which on the
financial markets of the United States is such as to make it, in the judgment
of
the Underwriter, impracticable to market the Certificates or enforce contracts
for the sale of the Certificates, or (iii) trading generally on either the
American Stock Exchange or the New York Stock Exchange has been suspended,
or
minimum or maximum prices for trading have been fixed, or maximum ranges for
prices for securities have been required, by either of said exchanges or by
order of the Commission or any other governmental authority, or banking
moratorium has been declared by either Federal or New York
authorities.
9. Representations
and Indemnities To Survive Delivery. The agreements, representations,
warranties, indemnities and other statements of the Depositor or its officers
and of the Underwriter set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation made by or
on
behalf of the Underwriter or the Depositor or any of the officers, directors
or
controlling persons referred to in Section 7 hereof, and will survive delivery
of and payment for the Certificates. The provisions of Section 7 hereof shall
survive the termination or cancellation of this Agreement.
10. Successors.
This Agreement will inure to the benefit of and be binding upon the parties
hereto and their respective successors and the officers, directors and
controlling persons referred to in Section 7 hereof, and their successors and
assigns, and no other person will have any right or obligation
hereunder.
11. Applicable
Law. THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.
12. Miscellaneous.
This Agreement may be executed in counterparts, each of which when so executed
and delivered shall be an original, but all of which together shall constitute
one and the same instrument. This Agreement supersedes all prior and
contemporaneous agreements and understandings relating to the subject matter
hereof. This Agreement or any term hereof may not be changed, waived, discharged
or terminated except by an affirmative written agreement made by the party
against whom enforcement of the change, waiver, discharge or termination is
sought. The headings in this Agreement are for purposes of reference only and
shall not limit or otherwise affect the meaning hereof.
If
the
foregoing is in accordance with your understanding of our agreement, please
sign
and return to the undersigned a counterpart hereof, whereupon this letter and
your acceptance shall represent a binding agreement between the Depositor and
the Underwriter.
[Signature
Page Follows]
|
Very
truly yours,
CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
|
|
|
By:
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ |
|
Name:
|
▇▇▇▇▇ ▇▇▇▇▇▇ |
|
Title:
|
Vice President |
|
The
foregoing Agreement is hereby
confirmed
and accepted
as
of the date first above written.
CREDIT
SUISSE SECURITIES (USA) LLC
|
|
|
By:
|
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇ |
|
Name:
|
▇▇▇▇▇ ▇. ▇▇▇▇ |
|
Title:
|
Director |
SCHEDULE
I
Underwriting
Agreement dated August 31, 2007
Designation,
Purchase Price and Description of the Certificates:
CSMC
Asset-Backed Pass-Through Certificates, Series ▇▇▇▇-▇▇▇ ▇▇▇
Aggregate
Collateral Balance: $620,038,789
The
Purchase Price for the Certificates shall be: $[ * ]
|
Class
|
Class
Principal Balance
|
|
1-A
|
$349,970,000
|
|
2-A-1
|
$ 83,820,000
|
|
2-A-2
|
$ 29,070,000
|
|
M-1
|
$ 16,430,000
|
|
M-2
|
$ 14,880,000
|
|
M-3
|
$ 23,250,000
|
|
M-4
|
$ 9,300,000
|
|
M-5
|
$ 8,990,000
|
|
M-6
|
$ 7,440,000
|
|
M-7
|
$ 6,200,000
|
|
M-8
|
$ 4,960,000
|
|
M-9
|
$ 11,170,000
|
*Contact
Credit Suisse for Purchase
Price
EXHIBIT
A
Closing
Opinion and Tax Opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP
EXHIBIT
B
Corporate
Opinion of Counsel to the Trustee
EXHIBIT
C
FOOTNOTE
271 INFORMATION
[Excerpt
from Offering Reform adopting release-bold headings added for convenience of
reference]
In
the
case of asset-backed issuers certain information comprehended within the
definition of ABS informational and computational material is analogous to
the
term of securities and is therefore issuer information. For example,
we would expect that the following categories of such material, which are
derived from the definition of ABS informational and computational materials,
are generally issuer information:
(1) Structural
information-factual information regarding the asset-backed securities
being offered and the structure and basic parameters of the securities, such
as
the number of classes, seniority, payment priorities, terms of payment, the
tax,
ERISA or other legal conclusions of counsel, and descriptive information
relating to each class (e.g., principal amount, coupon, minimum denomination,
price or anticipated price, yield, weighted average life, credit enhancements,
anticipated ratings, and other similar information relating to the proposed
structure of the offering);
(2) Collateral
information-factual information regarding the pool assets underlying
the asset-backed securities, including origination, acquisition and pool
selection criteria, information regarding any prefunding or revolving period
applicable to the offering, information regarding significant obligors, data
regarding the contractual and related characteristics of the underlying pool
assets (e.g., weighted average coupon, weighted average maturity, delinquency
and loss information and geographic distribution) and other factual information
concerning the parameters of the asset pool appropriate to the nature of the
underlying assets, such as the type of assets comprising the pool and the
programs under which the loans were originated;
(3) Key
parties information-identification of key parties to the transaction,
such as servicers, trustees, depositors, sponsors, originators and providers
of
credit enhancement or other support, including information about any such
party;
(4) Static
pool data-static pool data, as referenced in Item 1105 of Regulation AB
[17 CFR 229.1105], such as for the sponsor’s and/or servicer’s portfolio, prior
transactions or the asset pool itself; and
(5) Issuer
computational material-to the extent that the information is provided
by the issuer, depositor, affiliated depositor, or sponsor, statistical
information displaying for a particular class of asset-backed securities the
yield, average life, expected maturity, interest rate sensitivity, cash flow
characteristics, total rate of return, option adjusted spread or other financial
or statistical information related to the class or classes under specified
prepayment, interest rate, loss or other hypothetical
scenarios. (Where such information is prepared by an underwriter or
dealer, it is not issuer information, even when derived from issuer
information.)