Preview | Underwriting Agreement |

Credit Suisse First Boston Mortgage Securities Corp.

UNDERWRITING AGREEMENT

$825,300,100 (Approximate)

Home Equity Mortgage Trust 2007-2

Home Equity Mortgage Pass-Through Certificates, Series 2007-2

April 27, 2007

Credit Suisse Securities (USA) LLC

11 Madison Avenue, 4^th Floor

New York, New York 10010

Ladies and Gentlemen:

Credit Suisse First Boston Mortgage Securities Corp., a corporation organized and existing under the laws of the State of Delaware (the Depositor), proposes to sell to Credit Suisse Securities (USA) LLC (Credit Suisse) (the Underwriter) eleven classes of the Depositors Home Equity Mortgage Pass-Through Certificates, Series 2007-2. Such classes have been designated as the Class 1A-1, Class 2A-1A, Class 2A-1F, Class 2A-2, Class 2A-3, Class 2A-4, Class A-R, Class M-1, Class M-2, Class M-3 and Class M-4 Certificates (collectively, the Certificates). The Certificates, together with the Depositors Home Equity Mortgage Pass-Through Certificates, Series 2007-2, Class B-1, Class B-2, Class P, Class X-1, Class X-2 and Class X-S Certificates, will represent the entire beneficial ownership interest in a trust fund (the Trust Fund) consisting of two groups of conventional, fixed rate, one-to-four family, second lien residential mortgage loans (the Mortgage Loans) having an aggregate principal balance of approximately $899,999,169 as of April 1, 2007 (the Cut-off Date) and amounts on deposit in the Pre-Funding Accounts. The Mortgage Loans identified on the Mortgage Loan Schedule were originated or acquired by various mortgage loan originators and sold to DLJ Mortgage Capital, Inc. (DLJMC), an affiliate of the Depositor, pursuant to one or more mortgage loan purchase agreements. These Mortgage Loans were subsequently transferred to the Depositor pursuant to an assignment and assumption agreement between the Depositor and DLJMC, dated as of April 30, 2007 (the Assignment Agreement).

The Certificates are to be issued pursuant to a Pooling and Servicing Agreement to be dated as of April 1, 2007 (the Pooling Agreement) among the Depositor, DLJMC, U.S. Bank National Association, as trustee (the Trustee) and Select Portfolio Servicing, Inc., as servicer (the Servicer). The 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. 333-140945) for the registration under the Securities Act of 1933, as amended (the Act), of mortgage pass-through certificates issuable in series. Such registration statement has been declared effective by the Commission under the Act. Such registration statement, including exhibits thereto and any information incorporated therein by reference, as amended to the date of this Agreement, is hereinafter called the Registration Statement, and such prospectus, in the form in which it was last filed with the Commission, as supplemented by a prospectus supplement relating to the Certificates to be filed pursuant to Rule 424 under the Act (such prospectus supplement in the form first filed after the date hereof pursuant to Rule 424 hereinafter called the Prospectus Supplement), and any information incorporated therein by reference, is hereinafter collectively referred to as the Prospectus. The Depositor further proposes to prepare, after the final terms of all classes of the Certificates have been established, a Free Writing Prospectus that will contain substantially all information that will appear in the Prospectus Supplement, to the extent that such information is known at that time and minus specific sections including the Method of Distribution section (such Free Writing Prospectus, together with the Base Prospectus, the Definitive Free Writing Prospectus). The Definitive Free Writing Prospectus must be provided to each investor prior to the time of Contract of Sale (as defined herein).

(b) The Registration Statement, at the time it became effective (the Effective Date), and the prospectus contained therein, and any amendments thereof and supplements thereto filed prior to the date hereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder; and on the date of this Agreement and on the Closing Date (as hereinafter defined), the Registration Statement and the Prospectus, and any amendments thereof and supplements thereto, will conform in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder. The Registration Statement, at the time it became effective, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus, as of the date the Registration Statement became effective, as of its date and as of the date hereof, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor makes no representations or warranties as to either (i) any information contained in or omitted from the portions of the Prospectus set forth under the caption Method of Distribution relating to the Certificates and the stabilization legend required by Item 502(d)(1) under Regulation S-K of the Act (the Underwriter Information) or (ii) any decrement or yield tables set forth in the section titled Yield on the Certificates in the Prospectus Supplement (the Decrement/Yield Tables). In addition, the Definitive Free Writing Prospectus, as of the date thereof and as of the Closing Date, did not and will not contain an untrue statement of a material fact and did not and will not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The effective date shall mean the earlier of the date by which the Prospectus Supplement is first used and the time of the first Contract of Sale to which such Prospectus Supplement relates.

End of Preview

Home Intelligence Services Subscriptions News About Us