Exhibit 1.1
Credit Suisse First Boston Mortgage Securities Corp.
UNDERWRITING AGREEMENT
$[___________] (Approximate)
Home Equity Mortgage Trust [_____]
Home Equity Mortgage Pass-Through Certificates, Series [______]
[------------]
Credit Suisse First Boston LLC
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
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 First Boston LLC ("CSFB") (the
"Underwriter") [______] classes of the Depositor's Home Equity Mortgage
Pass-Through Certificates, Series [______]. Such classes have been designated as
the Class [list classes] Certificates (collectively, the "Certificates"). The
Certificates, together with the Depositor's Home Equity Mortgage Pass-Through
Certificates, Series [____], Class [________] Certificates, will represent the
entire beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool of conventional, primarily fixed rate,
one-to-four family, second lien residential mortgage loans (the "Initial
Mortgage Loans") having an aggregate principal balance of approximately
$[________] as of [________] (the "Cut-off Date") and amounts on deposit in the
Pre-Funding Account. The Initial 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 Initial
Mortgage Loans were subsequently transferred to the Depositor pursuant to an
assignment and assumption agreement between the Depositor and DLJMC, dated as of
[___________] (the "Assignment Agreement").
The Certificates are to be issued pursuant to a Pooling and Servicing
Agreement to be dated as of [___________] (the "Pooling Agreement") among the
Depositor, DLJMC, [___________], as trustee (the "Trustee"), [___________], as a
servicer ("[___________]"),[___________], as a servicer
("[___________]"),[___________], as a servicer ("[___________]", and together
with [___________] and [___________], the "Servicers") and [___________], as
special servicer (the "Special Servicer"). The Initial Mortgage Loans will be
transferred to the Trust Fund pursuant to the Pooling Agreement.
Capitalized terms used herein but not defined herein shall have the
meanings provided in the Pooling 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-[___________]) 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
Basic 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
Agreement, the Certificates will be validly issued and outstanding and
entitled to the benefits of the Pooling 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 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 Initial 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 Agreement with respect to the Certificates,
and assuming the due authorization, execution and delivery thereof by
the other parties thereto, the Pooling 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 Initial Mortgage
Loans to the Trustee as contemplated by the Pooling Agreement, the
Depositor (i) will have good title to, and will be the sole owner of,
the Initial 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
Initial Mortgage Loans or in the Pooling Agreement, and (iii) will have
the power and authority to sell such Initial Mortgage Loans to the
Trustee, and upon the execution and delivery of the Pooling Agreement
by the Trustee, the Trustee will have acquired all of the Depositor's
right, title and interest in and to the Initial 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
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 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 [___________] 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 [___________] Certificates) will be delivered in book-entry form through
the facilities of The Depository Trust Company. The Class [___________]
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 CSFB 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 each 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 each 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 each 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 each 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) Each 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 XXXXX ON THE SEC WEB
SITE AT XXX.XXX.XXX [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) Each 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 that
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 that 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) Each Underwriter shall provide the Depositor with
a letter from [_____________], certified public accountants,
prior to the Closing Date, with respect to any Free Writing
Prospectus provided by that 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 that 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, that 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) Each 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, each
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) Each 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) Each Underwriter shall file any Free Writing Prospectus
that has been distributed by that 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) Each 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. Each 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(R) or Microsoft Excel(R) format and
not in a pdf, except to the extent that the Depositor, in its sole
discretion, waives such requirements.
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 each 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 that 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 that 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 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) [___________] 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) [___________] 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 Prospectus
Supplement under the caption "The Initial 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 Home Equity Mortgage Pass-Through
Certificates Series [___________], [list classes] Certificates shall
have been rated "AAA" by [Standard & Poor's, a division of the
XxXxxx-Xxxx Companies, Inc. ("S&P"), "AAA" Fitch Ratings, Inc.
("Fitch") and "Aaa" by Xxxxx'x Investors Service, Inc. ("Moody's")].
[The Class M-1 Certificates shall have been rated "AA+" by S&P, "AA+"
by Fitch and "Aa1" by Moody's. The Class M-2 Certificates shall have
been rated "AA" by S&P, "AA" by Fitch and "Aa2" by Moody's. The Class
M-3 Certificates shall have been rated "AA-" by S&P, "AA-" by Fitch and
"Aa3" by Moody's. The Class M-4 Certificates shall have been rated "A+"
by S&P, "A+" by Fitch and "A1" by Moody's. The Class M-5 Certificates
shall have been rated "A" by S&P, "A" by Fitch and "A2" by Moody's. The
Class M-6 Certificates shall have been rated "A-" by S&P, "A-" by Fitch
and "A3" by Moody's. The Class M-7 Certificates shall have been rated
"BBB+" by S&P, "BBB+" by Fitch and "Baa1" by Moody's. The Class M-8
Certificates shall have been rated "BBB" by S&P, "BBB" by Fitch and
"Baa" by Moody's. The Class M-9F Certificates and the Class M-9A
Certificates shall have been rated "BBB-" by S&P, "BBB-" by Fitch and
"Baa3" by Moody's. The Class A-R Certificates and Class A-RL
Certificates shall have been rated "AAA" by S&P.]
(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 Servicers 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 indemnification
letters from each of the Servicers for the information provided by each
respective 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
that Underwriter, (iii) any Free Writing Prospectus prepared or used by
that 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 that
Underwriter not constituting Issuer Information, (v) and any liability
directly resulting from that 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 that 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 each Underwriter may otherwise have. The Depositor
acknowledges that, unless otherwise set forth in the applicable Terms
Agreement, the Underwriters' Information and the Decrement/Yield Tables
included in the Prospectus Supplement relating to a Series of
Certificates 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 each 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: ___________________________
Name:
Title:
The foregoing Agreement is hereby
confirmed and accepted
as of the date first above written.
CREDIT SUISSE FIRST BOSTON LLC
By: ___________________________
Name:
Title:
UNDERWRITING AGREEMENT DATED [_____________]
DESIGNATION, PURCHASE PRICE AND DESCRIPTION OF THE CERTIFICATES:
CSFB Home Equity Mortgage Pass-Through Certificates Series [______]
Aggregate Collateral Balance: $[_________]
The Purchase Price for the Certificates shall be: $[ * ]
Class Class Principal Balance
---------------- --------------------------------------------
A-1 $
---------------- --------------------------------------------
A-2A $
---------------- --------------------------------------------
A-2B $
---------------- --------------------------------------------
A-3 $
---------------- --------------------------------------------
A-4 $
---------------- --------------------------------------------
M-1 $
---------------- --------------------------------------------
M-2 $
---------------- --------------------------------------------
M-3 $
---------------- --------------------------------------------
M-4 $
---------------- --------------------------------------------
M-5 $
---------------- --------------------------------------------
M-6 $
---------------- --------------------------------------------
M-7 $
---------------- --------------------------------------------
M-8 $
---------------- --------------------------------------------
M-9F $
---------------- --------------------------------------------
M-9A $
---------------- --------------------------------------------
A-R $100
---------------- --------------------------------------------
A-RL $100
---------------- --------------------------------------------
*Contact CSFB for Purchase Price
EXHIBIT A
Closing Opinion and Tax Opinion of [_______________]
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.)
