Exhibit 1.1
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Depositor
Preferred Credit Asset-Backed
Certificates
March 17, 1997
UNDERWRITING AGREEMENT
Credit Suisse First Boston Corporation
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
I. 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 Preferred Credit Asset-Backed Certificates
(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 a pool (the
"Mortgage Loan Pool") of fixed rate, closed-end no or low equity mortgage loans
secured primarily by subordinate lien mortgages on residential one- to
four-family 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 one or more Sale and Purchase
Agreements, dated as set forth in the applicable Terms Agreement (as hereinafter
defined) (each, a "Sale and Purchase Agreement"), between the Depositor, as
purchaser, and Preferred Credit Corporation, as Seller (the "Seller"). The
Certificates of any Series 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 or subclasses of
Certificates (each, a "Class" or "Subclass", respectively) within such Series
may vary, among other things, as to number and types of Classes or Subclasses,
aggregate principal balance or notional amount or aggregate stated principal
balance, the pass- through rate with respect to each Class or Subclass, the
percentage interest if any, evidenced by each Class or Subclass 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 or Subclasses, the method of credit
enhancement with respect to the Mortgage Loans in the Trust Fund for such
Series, the Classes or Subclasses 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 a "real estate mortgage investment
conduit" (a "REMIC") under the Internal Revenue Code of 1986, as amended (the
"Code").
Each offering of Certificates will be made through you, through you
and other underwriters for 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 or Subclass of the
Certificates to be issued and their terms not otherwise specified in the Pooling
and Servicing Agreement, the Classes or Subclasses of 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 Series of
Certificates.
II. 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. 333-21329),
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 of the
applicable Series offered thereby constituting a part thereof, as from
time to time amended or supplemented (including any prospectus relating
to the Certificates 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 relating to the Series of
Certificates to which the Terms Agreement relates, are respectively
referred to as the "Registration Statement" and the "Base Prospectus";
provided, however, that a supplement to such Base Prospectus prepared
pursuant to Section 5(a) shall be deemed to have supplemented the Base
Prospectus only with respect to the offering of the Series of
Certificates to which it relates (any such supplement for a Series of
Certificates, together with the Base Prospectus, the "Prospectus"). 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
Base Prospectus, as of the date of the related Prospectus 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 for
the Series of Certificates identified in the related Terms Agreement,
pursuant to Rule 424(b) and at the Delivery Date (as such terms are
defined in Section 3), such Base 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 offering of the related Series of Certificates 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 related
Certificates conform, or will conform as of the related Delivery Date,
to the description thereof contained in the Registration Statement and
the related Prospectus; and the Certificates of a Series, on the
Delivery Date set forth in the related 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 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 afforded by
the Pooling and Servicing Agreement.
(e) The execution and delivery by the Depositor of this Agreement,
the related Terms Agreement, the related Pooling and Servicing
Agreement and the Certificates of the related Series are within the
corporate power of the Depositor and have been, or will have been on
the related Delivery Date, 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 of the related Series 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) The Reserve Fund, if any, will be established in accordance
with the Pooling and Servicing Agreement on or prior to the Delivery
Date; and a UCC-1 financing statement with respect to such Reserve Fund
naming the Trustee, for the benefit of the holders of the Certificates,
as the secured party has been filed in the office of the Secretary of
State of the state in which the principal trust office of the Trustee
is located and, upon the purchase by you of the Certificates subject to
this Agreement in the manner contemplated by this Agreement, and the
initial deposit of any amount required to be deposited therein pursuant
to the Pooling and Servicing Agreement, the Trustee, for the benefit of
the holders of the Certificates will, on the date of such deposit, have
a first perfected priority security interest in such Reserve Fund.
(i) At the applicable Delivery Date, each of the Mortgage Loans
included in the Trust Fund will meet the criteria for selection
described in the related Prospectus, and will conform to the
representations and warranties with respect thereto set forth in the
related Pooling and Servicing Agreement.
(j) Certificates subject to this Agreement and offered by means of
the Registration Statement will, when issued pursuant to the Pooling
and Servicing Agreement, not be "mortgage related securities", as such
term is defined in Section 3(a)(41) of the Securities Act of 1934, as
amended (the "Exchange Act").
(k) No Pooling and Servicing Agreement relating to a Series of
Certificates will be required to be qualified under the Trust Indenture
Act of 1933, as amended.
(l) 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").
III. PURCHASE, SALE AND DELIVERY OF CERTIFICATES. Delivery of and
payment for each Series of Certificates to which this Agreement applies will be
made at the office of Credit Suisse First Boston Corporation, 00 Xxxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000 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 (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 you
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 Stroock &
Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000 in such amounts
as determined pursuant to the Terms Agreement.
Except as otherwise provided in the related Terms Agreement, pursuant
to Rule 15c6-l(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.
IV. 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.
V. COVENANTS OF THE DEPOSITOR. The Depositor covenants and agrees with
the Underwriters participating in the offering of the applicable Series of
Certificates that:
(a) Immediately following the execution of the Terms Agreement, the
Depositor will prepare a supplement to the Base Prospectus setting forth the
amount of Certificates of the related Series covered thereby and the terms
thereof not otherwise specified in the Base 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 related 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 related Prospectus is filed with the Commission.
(b) If, at any time when a Prospectus relating to the Certificates
of the related Series 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 earnings statement which will
satisfy the provisions of Section ll(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 holder of a
Certificate 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 Certificates of the
related Series, 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 of the related Series 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,
information with respect to the related Trust or the Mortgage Loans
included in the related mortgage pool, 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 the offering and the 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 of a related
Series 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 the Trust 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.
VI. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The obligations
of the Underwriters to purchase and pay for the Certificates of a related Series
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 Depositor in all material respects of its obligations
hereunder and to the following additional conditions precedent:
(a) You shall have received a letter from KPMG Peat Marwick
L.L.P., dated the date of the Terms Agreement, and a letter from KPMG
Peat Marwick L.L.P., dated the Delivery Date, 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 of Certificates.
(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 of the applicable Series 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 or counsels 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 corporate power and corporate
authority to own its assets, operate its business as described
in the Prospectus, and is duly qualified to do business as a
foreign corporation in the State of New York which the
Depositor has advised us in writing are the jurisdictions in
which the Depositor owns or leases real property or conducts
material operations.
(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 herein, (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 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 of the related Series 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 consent, approval, authorization or order of any
court or governmental agency or body is required for the
consummation by the Depositor of the transactions contemplated
by the Agreements except such as may be required under federal
or state securities laws in connection with the purchase by
the Underwriters of the Certificates, filings with respect to
the transfer of the Mortgage Loans from the Seller to the
Depositor pursuant to the Sale and Purchase Agreement and from
the Depositor to the Trustee pursuant to the Pooling and
Servicing Agreement, which approvals, together with all other
necessary approvals, have been obtained.
(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 (i) the financial statements or other
financial or statistical data contained in the Registration
Statement or the Prospectus, including Computational Materials
or (ii) any exhibit to the Registration Statement or item
incorporated therein by reference which does not relate to the
offering of the related Series of Certificates.
(ix) The statements in the Prospectus under the caption
"Description of Certificates", "Servicing of the Mortgage
Loans" and "Description of the Sale and Purchase Agreement"
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 Base Prospectus and/or the Prospectus, as
the case may be, under the captions "Certain Aspects of the
Mortgage Loans", "ERISA Considerations", "Certain Federal
Income Tax Considerations" and "Certain Federal Income Tax
Consequences", to the extent that they constitute matters of
federal or New York State law or legal conclusions with
respect thereto relating to the Mortgage Loans or the
Certificates of the related Series, have been prepared or
reviewed by us and are correct in all material respects.
(e) 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 prepared by the Depositor pursuant to Section 5(a) under the
captions "The Seller" and "Description of the Mortgage Loans" 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).
(f) 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.
(g) If applicable, you shall have received an opinion of counsel
to the Servicer, dated the Delivery Date, and in the form agreed to on
or prior to the date of the Terms Agreement.
(h) You shall have received from Xxxxxxx & Xxxxx L.L.P., 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.
(i) 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
pleading before any court or governmental agency, authority or body or,
to their knowledge, threatened, affecting the Depositor or the
transactions contemplated by this Agreement; (vi) attached thereto are
true and correct copies of a letter from the rating agency or agencies
rating the related Series of Certificates confirming that the
Certificates of such Series 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; and (vii) the Reserve Fund, if any, shall have
been established by the Depositor as contemplated by the Pooling and
Servicing Agreement.
(j) 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.
(k) 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 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.
(l) To the extent, if any, that the ratings provided
to the Certificates of the related Series by any of
Standard & Poor's, Fitch or Xxxxx'x 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.
(m) You shall have received letters from each Rating Agency
confirming the ratings set forth in the related Terms Agreement.
(n) The Reserve Fund and Reserve Accounts, if any, shall have been
established as provided in the Pooling and Servicing Agreement.
The Depositor will furnish you with such conformed copies of such
opinions, certificates, letters and documents as you reasonably request.
VII. 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 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 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. The Depositor acknowledges that, for
purposes of this Section, the statements set forth in the Prospectus
Supplement on page S-2 regarding stabilization, in the third paragraph
under the heading "Underwriting" with respect to the related Series of
Certificates to be purchased by the Underwriters, constitute the only
information furnished to the Depositor by the Underwriters for
inclusion in the Prospectus.
(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 related
Series of 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 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 related Series of 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 ll(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.
VIII. 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 related Series of Certificates which constitutes
"Computational Materials", as defined in the Commission's No-Action
Letter, dated May 20, 1994, addressed to Xxxxxx, Peabody Acceptance
Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx
Structured Asset Corporation (the "Xxxxxx Letter"), and that is
required to be filed as described in the Xxxxxx Letter.
(b) The relevant Underwriter 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 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 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 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 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 Computational Materials corrected
Computational Materials. 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 a
given Series of Certificates (or any certificates similar to the
Certificates) will be delivered to potential investors other than
Computational Materials required to be filed pursuant to the Xxxxxx
Letter and that all Computational Materials will be provided to the
Depositor and to ensure that all such Computational Materials are
accurate and not misleading.
(iv) The Underwriters covenant with the Depositor
that all Computational Materials 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."
(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 of: (A) the relevant Underwriter's use
or delivery to any prospective investor in the Certificates of any
Series 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) no Underwriter
shall 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 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.
IX. DEFAULT OF UNDERWRITERS. If any Underwriter or Underwriters
participating in an offering of a Series of Certificates default in their
obligations to purchase Certificates of the related Series hereunder and under
the related 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 of the related
Series 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 of the related Series 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.
X. TERMINATION OF THE OBLIGATIONS OF THE UNDERWRITERS. The obligations
of the Underwriters to purchase the Certificates of a given Series on the
related 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.
XI. 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
for Certificates of the related Series.
If this Agreement is terminated pursuant to Section 9 or if for any
reason the purchase of the Certificates of a given Series 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.
XII. 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 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or if sent the Depositor,
will be mailed, delivered or telegraphed and confirmed to it at 00 Xxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 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 addressee furnished by it.
XIII. SUCCESSORS. This Agreement and the Terms Agreement with respect
to a given Series of Certificates 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.
XIV. 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 with respect
to a given Series of Certificates and any action taken by you under this
Agreement will be binding upon all the Underwriters for such Series of
Certificates.
XV. 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.
XVI. 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.
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: /s/ Xxx Xxxxxxxxx
Name: Xxx Xxxxxxxxx
Title: Vice President
The foregoing Agreement is
hereby confirmed and accepted
as of the date first
above written.
CREDIT SUISSE FIRST BOSTON CORPORATION
as Underwriter
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Managing Director
FORM OF TERMS AGREEMENT
___________SERIES 199_-_
----- --, ----
To: Credit Suisse First Boston Mortgage Securities Corp., as
Depositor under the Pooling and Servicing Agreement
dated as of _____ _, ____.
Re: Underwriting Agreement dated _____ __, ____.
TITLE: Preferred Credit Asset-Backed Certificates,
Series ____-_, Class ___.
PRINCIPAL AMOUNT: $_________
TERMS OF THE CERTIFICATES:
Original Pass-Through
Class Principal Amount Rate
$ %
$ %
$ %
$ %
$ %
$ %
CERTIFICATE RATING:
(Rating (Rating
Class Agency) Agency)
SERVICER: ___________ (in such capacity, the "Servicer").
TRUSTEE: ____________ (in such capacity, the "Trustee").
TERMS OF SALE: The purchase price payable by the Underwriters for each
Class of Certificates is % of the principal amount of the Class __ Certificates,
% of the principal amount of the Class __ Certificates, % of the principal
amount of the Class __ Certificates, % of the principal amount of the Class __
Certificates, % of the principal amount of the Class __ Certificates, and % of
the principal amount of the Class __Certificates, in each case plus accrued
interest at the related 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.
UNDERWRITING COMMISSIONS:
Notwithstanding anything to the contrary in 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 determining price at which the
Underwriter will sell the Certificates:
%
%
%
%
%
%
MORTGAGE LOANS: The mortgage loans (the "Mortgage Loans") sold by
Preferred Credit Corporation (the "Seller") to the Depositor pursuant to the
Sale and Purchase Agreement, dated as of ____ __, ____, between the Depositor,
as purchaser, and the Seller, as seller and conveyed by the Depositor to the
Trust pursuant to the Pooling and Servicing Agreement, dated as of _____ __,
____ (the "Pooling and Servicing Agreement"), among the Depositor, the Seller,
the Servicer and the Trustee, as more fully described in Exhibit __ to the
Pooling and Servicing Agreement.
DISTRIBUTION DATES: The __th day (or, if such day is not a business
day, the next succeeding business day) of each month, commencing with _____ __,
____.
DELIVERY DATE AND LOCATION: 10:00 a.m., New York Time, on or about
____ __, ____, or at such other time not later than seven full business days
thereafter as may be agreed upon, at the offices of ______________.
CREDIT SUISSE FIRST BOSTON CORPORATION,
as Underwriter
By: ----------------------------------
Accepted:
CREDIT SUISSE FIRST BOSTON
MORTGAGE SECURITIES CORP.,
as Depositor
By: ----------------------------------
