STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
December 18, 1995
UNDERWRITING AGREEMENT
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(Standard Terms)
▇▇▇▇▇▇ BROTHERS INC.
Acting on behalf of itself and, if applicable, as the Representative of
the several Underwriters named in Schedule 1 to the Terms Agreement (in
either such capacity sometimes herein the "Representative")
3 World Financial Center
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
1. Introductory. Structured Asset Securities Corporation, a
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Delaware corporation (the "Depositor"), proposes to form one or more trusts
(the "Trusts"), which will issue, from time to time, securities entitled
Mortgage Pass-Through Certificates (the "Certificates") in one or more series
(each a "Series"). Each Certificate will evidence an undivided or percentage
interest in a Trust. The Trusts will issue Certificates on terms specified
in the applicable Prospectus (as hereinafter defined). The Primary Assets
(the "Primary Assets") of each Trust (the "Trust Fund") will consist of (a)
a pool of adjustable-rate, fully amortizing, conventional, first lien
residential mortgage loans (the "Mortgage Loans"), (b) Private
Mortgage-Backed Securities which may consist of mortgage pass-through or
participation certificates, evidencing an undivided interest in a pool of
mortgage loans, or collateralized mortgage obligations secured by mortgage
loans, (c) a pool of mortgage loans (the "FHA Loans") insured by the Federal
Housing Administration (the "FHA"), mortgage loans ("VA Loans") partially
guaranteed by the Veterans Administration (the "VA") (collectively, the
"FHA/VA Mortgage Loans") and certain related property to be conveyed to the
Trust by the Depositor, (d) participation certificates representing undivided
ownership interests in a pool of mortgage loans as described above, (e) pass-
through certificates guaranteed by the Federal National Mortgage Association
in the event that some of the Mortgage Loans are not available for delivery
on the Closing Date or (f) loans issued in connection with the sale of
manufactured homes and secured by such manufactured homes.
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The Primary Assets in each Trust Fund may be transferred to the
related Trust and the Certificates to which this Agreement applies will be
issued pursuant to a Trust Agreement (the "Trust Agreement"), with respect
to each Series among the Depositor, a master servicer, if applicable, to be
identified in the prospectus supplement for each such Series (the "Master
Servicer"), and a trustee to be identified in the prospectus supplement for
each such Series (the "Trustee").
Credit enhancement with respect to any class of Certificates may
be provided pursuant to the terms of one or more irrevocable financial
guaranty insurance policies (each, a "Policy") to be issued by an insurer
with respect thereto. Credit enhancement with respect to the Mortgage Loans
included in the Trust Fund for a Series may be provided by one or more of the
following, as indicated in the Trust Agreement: an irrevocable stand-by
letter of credit (the "Letter of Credit") issued by the financial institution
named in the related Trust Agreement (the "L/C Bank"), a policy of mortgage
pool insurance (the "Pool Insurance Policy"), limited in coverage and issued
by the entity named in the related Trust Agreement (the "Pool Insurer"), a
policy of special hazard insurance (the "Special Hazard Insurance Policy"),
limited in coverage and issued by the entity named in the related Trust
Agreement (the "Special Hazard Insurer"), a policy of insurance or surety
bond providing coverage against loss resulting from the occurrence of certain
contingencies in connection with the bankruptcy of the obligor under a
mortgage note relating to a Mortgage Loan (the "Mortgagor Bankruptcy Bond"),
limited in scope and issued by the entity named in the related Trust
Agreement (the "Mortgagor Bankruptcy Insurer") and a Mortgage Repurchase Bond
(the "Mortgage Repurchase Bond"), limited in scope and issued by an entity
named in the Trust Agreement. If so specified in the Reference Agreement
with respect to a Series, in lieu of, or in addition to, the foregoing
methods of credit enhancement, a fund may be established (the "Reserve Fund")
into which payments on or with respect to a percentage of the Mortgage Loans
included in the Trust Fund, as specified in such Trust Agreement, will be
deposited or payments made on one or more specified Classes (as defined
below) of Certificates may be subordinated to one or more other Classes of
Certificates (the first classes of such Certificates the "Subordinated
Certificates") or may be made available to the Reserve Fund (such fund a
"Subordination Reserve Fund"). If so specified in the Trust Agreement with
respect to a Series, the Trust Fund for a Series of Certificates may also
include one or more accounts or funds established by the Depositor pursuant
to such Trust Agreement, or one or more methods of credit enhancement in lieu
of, or in addition to, the methods of credit enhancement specified above
(such forms of credit enhancement to be referred to individually or
collectively as the "Alternative Credit Enhancement").
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The Mortgage Loans may be serviced by a servicer (the "Master
Servicer") who may, pursuant to the terms of the Trust Agreement, subcontract
some or all of its servicing duties to sub-servicers ("Sub-Servicers") under
separate servicing agreements between the Master Servicer and such
Sub-Servicers. Each of the Master Servicer and the Sub-Servicer must be
approved as a seller-servicer by the Federal Home Loan Mortgage Corporation
or the Federal National Mortgage Association, pursuant to separate servicing
agreements ("Servicing Agree-ments"). If so specified in the Trust
Agreement, the performance of the obligations of the Master Servicer under
each Trust Agreement will be guaranteed by a bond, insurance policy,
corporate guaranty or other form of insurance coverage (the "Performance
Bond") issued by the entity specified in the Trust Agreement.
The Certificates are more fully described in the Registration
Statement (as defined herein), which the Depositor has furnished to you.
Each Series of Certificates and any classes of Certificates (each a "Class")
within such Series may vary as to, among other things, number and types of
Classes, principal or notional amount or stated principal balance,
pass-through rate with respect to the Mortgage Loans in the related Trust
Fund, the percentage interest, if any, evidenced by each Class in the
payments of principal of 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, credit enhancement
with respect to the Mortgage Loans in the related Trust Fund, whether 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"), the Classes of such Series subject to this
Agreement, and any other variable terms contemplated by the Trust Agreement
with respect to the Certificates of such Series.
Each offering of the Certificates to which this Agreement applies
will be made pursuant to the Registration Statement through you 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 appropriate agreement (the "Terms Agreement"), a form of which is
attached hereto as an exhibit, providing for the sale of certain classes of
such Certificates to, and the purchase and offering thereof by, you and such
other underwriters, if any, selected by you as have authorized you to enter
into such Terms Agreement on their behalf (the "Underwriters," which term
shall include you, whether acting alone in the sale of such Certificates, in
which case any reference herein to you as the Representative of the
Underwriters shall be deemed to refer to you in your individual capacity as
Underwriter of the Certificates, or as a member of an underwriting
syndicate). Such
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Terms Agreement shall specify the undivided interest, principal or notional
amount, or stated principal balance, of each Class of the Certificates to be
issued, the Classes of Certificates subject to this Agreement, the price at
which such Classes of Certificates are to be purchased by the Underwriters
from the Depositor 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, may take the form of an exchange of any standard form of written
telecommunication between you and the Depositor.
Each such offering of the 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 each Underwriter participating in the offering of such
Certificates. Capitalized terms not otherwise defined herein are defined in
the Trust Agreement.
2. Representations and Warranties of the Depositor. The
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Depositor represents and warrants to you as of the date hereof and to the
Underwriters named in the applicable Terms Agreement as of the date of such
Terms Agreement, as follows:
(a) a registration statement on Form S-3, including a
prospectus and such amendments thereto as may have been required to the date
hereof, relating to the Certificates and the offering 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; such registration statement, as amended, and the prospectus
relating to the sale of the Certificates offered thereby by the Depositor
constituting a part thereof, as from time to time amended or supplemented
(including any prospectus filed with the Commission pursuant to Rule 424(b)
of the rules and regulations of the Commission (the "Rules and Regulations")
under the Act, and including any documents incorporated by reference therein
pursuant to Item 12 of Form S-3 under the Act which were filed under the
Exchange Act on or before the date of such Prospectus Supplement (other than
any such incorporated documents that relate to Collateral Term Sheets, as
defined herein)), are respectively referred to herein as the "Registration
Statement" and the "Prospectus"; provided, however, that a supplement to the
Prospectus prepared pursuant to Section 5(a) hereof (a "Prospectus
Supplement") shall be deemed to have supplemented the Prospectus only with
respect to the offering of the Series of the Certificates to which it
relates; and the conditions to the use of a registration statement on Form
S-3 under the Act, as set forth in the General Instructions to
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Form S-3, and the conditions of Rule 415 under the Act have been satisfied
with respect to the Registration Statement;
(b) on the effective date of the Registration Statement, the
Registration Statement and the Prospectus conformed as to form in all
respects to the requirements of the Act and the Rules and Regulations, and
did not include any untrue statement of a material fact or, in the case of
the Registration Statement, omit to state any material fact required to be
stated therein or necessary to make the statements therein in light of the
circumstances under which they were made not misleading and, in the case of
the Prospectus, omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading and, on the date of each Terms Agreement and on each
Closing Date (as defined in Section 3), the Registration Statement and the
Prospectus will conform in all respects to the requirements of the Act and
the Rules and Regulations, and neither of such documents included or will
include as of such date 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 in light of the circumstances under
which they were made; provided, however, that the Depositor makes no
representations or warranties as to the information contained in or omitted
from (A) such Registration Statement or such Prospectus (or any supplement
thereto) in reliance upon and in conformity with written information
furnished to the Depositor by or on behalf of the Underwriters specifically
for use in the preparation thereof or (B) any Current Report (as defined in
Section 5(b) below), or in any amendment thereof or supplement thereto,
incorporated by reference in such Registration Statement or such Prospectus
(or any amendment thereof or supplement thereto);
(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 the Depositor is
conducting its business so as to comply in all material respects with the
applicable statutes, ordinances, rules and regulations of each jurisdiction
in which it is conducting business;
(d) the Certificates of the Series to which this Agreement
relates conform, or will conform as of the Closing Date specified in the
related Trust Agreement, to the description thereof contained in the
Registration Statement and the
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Prospectus; and the Certificates of such Series, on the Closing Date, will
have been duly and validly authorized and, when such Certificates are duly
and validly executed by the Trustee and delivered in accordance with such
Trust Agreement and delivered and paid for as provided herein, will be
validly issued and outstanding and entitled to the benefits and security
afforded by such Trust Agreement;
(e) the execution and delivery by the Depositor of this
Agreement, each applicable Terms Agreement, each applicable Trust Agreement
and the Certificates of a Series, are within the corporate power of the
Depositor and have been, or will have been, duly authorized by all necessary
corporate action on the part of the Depositor; and neither the execution and
delivery by the Depositor of such instruments, nor the consummation by the
Depositor of the transactions herein or therein contemplated, nor the
compliance by the Depositor with the provisions hereof or thereof, will (A)
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 or any of the provisions of any law, governmental rule, regulation,
judgment, decree or order binding on the Depositor or any of its properties,
or any of the provisions of any Servicing Agreement or any indenture,
mortgage, contract or other instrument to which the Depositor is a party or
by which it is bound, or (B) result in the creation or imposition of any
lien, charge or encumbrance upon any of the Depositor's property pursuant to
the terms of any such indenture, mortgage, contract or other instrument;
(f) this Agreement has been and, at the Closing Date, each
applicable Terms Agreement will have been duly authorized, executed and
delivered by the Depositor;
(g) at the date thereof, each applicable Trust Agreement will
constitute a 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 as from time to time in effect, and to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law);
(h) 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 authorization, issuance and sale of the Certificates of a
Series pursuant to this Agreement, the applicable Terms Agreement, and the
applicable Trust Agreement, has been or will
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be taken or obtained on or prior to the Closing Date specified in such Trust
Agreement;
(i) at the applicable Closing Date, any Mortgage Loans
included in the related Trust Fund will meet the criteria for selection
described in the Prospectus;
(j) at the applicable Closing Date, any Mortgage Note and
each mortgage included in the related Trust Fund will constitute a valid and
binding instrument, enforceable in accordance with its terms, subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency
or other similar laws affecting creditors' rights generally as from time to
time in effect, and to general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law);
(k) the Certificates of a Series subject to this Agreement
and offered by means of the Registration Statement will, when issued pursuant
to the applicable Trust Agreement, be "mortgage-related securities," as such
term is defined in Section 3(a)(41) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") for so long as they are rated in one of the
two highest rating categories of a nationally recognized statistical rating
agency;
(l) at the date of its execution and delivery, each Servicing
Agreement, if any, constituted or will constitute a valid and binding
agreement, and is or will be enforceable by the Master Servicer, on behalf
of the Trustee, against the applicable Sub-Servicer in accordance with its
terms, subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency or other similar laws affecting creditors' rights
generally as from time to time in effect, and to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law);
(m) at the applicable Closing Date, any FHA Loan included in
the related Trust Fund will be insured by the FHA, such insurance to be
evidenced in each case by a mortgage insurance certificate duly and validly
issued by the Secretary of Housing and Urban Development, and each contract
of mortgage insurance covering an FHA Loan will constitute a valid and
binding obligation of the FHA; at the applicable Closing Date, any VA Loan
included in the related Trust Fund will be partially guaranteed by the VA,
such guaranty to be evidenced in each case by a certificate duly and validly
issued by the VA, and each guaranty covering a VA Loan will constitute a
valid and binding obligation of the VA;
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(n) the Trust is not an investment company subject to
registration with respect to each Series under the Investment Company Act of
1940, as amended (the "Investment Company Act") and is not under the control
of an investment company;
(o) at the applicable Closing Date, the representations and
warranties made by the Depositor in the applicable Trust Agreement will be
true and correct;
(p) at the time of the execution and delivery of the
applicable Trust Agreement, the Depositor will be the beneficial owner of the
Primary Assets (other than any Retained Interest with respect to such Primary
Assets) being transferred to the Trustee pursuant thereto, free and clear of
any lien or other encumbrance, and will not have assigned to any person any
of its right, title or interest in the Primary Assets or in such Trust
Agreement or the Certificates being issued pursuant thereto;
(q) at the time of the execution and delivery of the
applicable Trust Agreement, the Depositor will have the power and authority
to transfer the Primary Assets to the Trustee and to transfer the
Certificates to each of the Underwriters and, upon execution and delivery to
the Trustee of the Trust Agreement and delivery to each of the Underwriters
of the Certificates, the Primary Assets constituting a portion of the Trust
Fund will have been duly and validly assigned to the Trustee in accordance
with the terms of the Trust Agreement;
(r) at the applicable Closing Date with respect to any
Series, any Private Mortgage-Backed Securities deposited into the related
Trust Fund will be duly and validly assigned, delivered and pledged to the
Trustee or its nominee and have been either (i) duly and validly registered
in the name of the Trustee or its nominee; or (ii) delivered to the Trustee
for registration in the name of the Trustee or its nominee and all other
steps required, other than the registration of such Private Mortgage-Backed
Securities in the name of the Trustee or its nominee; will have been taken
in order to effect such registration; and, upon such registration, the
Trustee will have acquired either the sole ownership interest, or a duly and
validly perfected security interest, in all such Private Mortgage-Backed
Securities, subject to no prior lien or other encumbrance;
(s) any taxes, fees and other governmental charges in
connection with the execution, delivery and issuance of this Agreement, the
applicable Trust Agreement and the Certificates have been or will be paid at
or prior to the applicable Closing Date;
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(t) this Agreement does, and the applicable Trust Agreement,
the applicable Terms Agreement and any applicable insurance policies or types
of credit enhancement will, conform in all material respects to the
descriptions thereof contained in the Prospectus; and
(u) at the applicable Closing Date with respect to a Series,
the Certificates shall have received the rating or ratings specified in the
related Terms Agreement.
3. Purchase, Sale and Delivery of Certificates. Subject to the
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execution of the Terms Agreement for a particular offering of Certificates
and subject to the terms and conditions and in reliance upon the
representations and warranties set forth in this Agreement and such Terms
Agreement, the Depositor agrees to sell to each Underwriter, severally and
not jointly, and each Underwriter agrees, severally and not jointly, to
purchase from the Depositor, the respective original principal amounts of the
related Certificates set forth in the related Terms Agreement opposite the
name of such Underwriter, plus any additional original principal amount of
Certificates which such Underwriter may be obligated to purchase pursuant to
Section 10 hereof, at the purchase price therefor set forth in such Terms
Agreement.
Delivery of and payment for the Certificates to which this
Agreement applies will be made at the office of ▇▇▇▇▇▇ Brothers Inc., ▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at such time
as shall be specified in the applicable Terms Agreement, or at such other
time thereafter as you and the Depositor shall agree upon, each such time
being herein referred to as a "Closing 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 immediately
available funds wired to such bank as may be designated by the Depositor, or
paid by such other manner as may be agreed upon by the Depositor and the
Representative. The Certificates to be so delivered will be in fully
registered form, or maintained through the facilities of The Depository Trust
Company, as indicated in the applicable Terms Agreement, in such
denominations and registered in such names and at such locations as you
request, in writing at least 3 business days prior to the Closing Date (or
if no such request is made, the Certificates will be in the form of a single
Certificate made out to the Representative), and will be made available for
checking and packaging at the office of ▇▇▇▇▇▇ Brothers at least 24 hours
prior to the applicable Closing Date.
The parties hereto agree that settlement for all securities sold
pursuant to this Agreement shall take place on the terms set forth herein as
permitted under Rule 15c6-1 (d) under the Exchange Act.
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4. Offering by Underwriters. It is understood that the several
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Underwriters propose to offer the Certificates subject to this Agreement for
sale to the public as set forth in the Prospectus.
5. Covenants of the Depositor. The Depositor covenants and
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agrees with you and the several Underwriters participating in the applicable
offering of the Certificates that:
(a) immediately following the execution of each Terms
Agreement, the Depositor will prepare a Prospectus Supplement setting forth
the amount of Certificates covered thereby and the terms thereof not
otherwise specified in the 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 any amendments to the Registration Statement as
in effect with respect to the Certificates, or any amendments or supplements
to the Prospectus, unless it shall first have delivered copies of such
amendments or supplements to the Representative and the Representative shall
not have reasonably objected thereto promptly after receipt thereof; the
Depositor will 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 communication 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 the Depositor will
use its best efforts to prevent the issuance of any such order or
communication and if such order is issued, the Depositor will obtain its
lifting as soon as possible;
(b) The Depositor will cause any Computational Materials and
any Structural Term Sheets (each as defined in Section 8 below) with respect
to the Certificates of a Series that are delivered by an Underwriter to the
Depositor pursuant to Section 8 to be filed with the Commission on a Current
Report on Form 8-K (a "Current Report") pursuant to Rule 13a-11 under the
Exchange Act on the business day immediately following the later of (i) the
day on which such Computational Materials and Structural Term Sheets are
delivered to counsel for the Depositor by an Underwriter prior to 2:00 p.m.
and (ii) the date on which this Agreement is executed and delivered. The
Depositor will
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cause one Collateral Term Sheet (as defined in Section 9 below) with respect
to the Certificates of a Series that is delivered by the Representatives to
the Depositor in accordance with the provisions of Section 9 to be filed with
the Commission on a Current Report pursuant to Rule 13a-11 under the Exchange
Act on the business day immediately following the day on which such
Collateral Term Sheet is delivered to counsel for the Depositor by the
Underwriters prior to 2:00 p.m. In addition, if at any time prior to the
availability of the related Prospectus Supplement, the Underwriters have
delivered to any prospective investor a subsequent Collateral Term Sheet that
reflects, in the reasonable judgment of the Underwriters and the Depositor,
a material change in the characteristics of the Mortgage Loans for the
related Series from those on which a Collateral Term Sheet with respect to
the related Series previously filed with the Commission was based, the
Depositor will cause any such Collateral Term Sheet that is delivered by the
Underwriters to the Depositor in accordance with the provisions of Section
9 to be filed with the Commission on a Current Report on the business day
immediately following the day on which such Collateral Term Sheet is
delivered to counsel for the Depositor by the Underwriters prior to 2:00 p.m.
Each such Current Report shall be incorporated by reference in the related
Prospectus and the related Registration Statement. Notwithstanding the three
preceding sentences, the Depositor shall have no obligation to file any
materials provided by the Underwriters pursuant to Sections 8 and 9 which,
in the reasonable determination of the Depositor, are not required to be
filed pursuant to the ▇▇▇▇▇▇ Letters or the PSA Letter (each as defined in
Section 8 below), or contain erroneous information or contain any untrue
statement of a material fact or, when read in conjunction with the Prospectus
and Prospectus Supplement, omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading;
it being understood, however, that the Depositor shall have no obligation to
review or pass upon the accuracy or adequacy of, or to correct, any
Computational Materials, Structural Term Sheets or Collateral Term Sheets
provided by the Underwriters to the Depositor pursuant to Section 8 or
Section 9 hereof.
(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 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; provided, however, that the
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Depositor
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will not be required to file any such amendment or supplement with respect
to any Computational Materials, Structural Term Sheets or Collateral Term
Sheets incorporated by reference in the Prospectus other than any amendments
or supplements of such Computational Materials or Structural Term Sheets that
are furnished to the Depositor by the Underwriters pursuant to Section 8(e)
hereof or any amendments or supplements of such Collateral Term Sheets that
are furnished to the Depositor by the Underwriters pursuant to Section 9(d)
hereof which are required to be filed in accordance therewith;
(d) the Depositor will make generally available to the
holders of the Certificates (the "Certificateholders") of the related Series,
in each case as soon as practicable, earning statements covering ((i)) a
period of 12 months beginning not later than the first day of the related
Trust's fiscal quarter next following the effective date of the Registration
Statement (and (ii) a period of 12 months beginning no later than the first
day of such Trust's fiscal quarter next following the date of the related
Terms Agreement and each filing under the Exchange Act of an annual report
on Form 10-K, which will satisfy the provisions of Section 11(a) of the Act
with respect to the related Series of Certificates). 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;
(e) 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), the
Prospectus, and all amendments and supplements to such documents relating to
the Certificates, in each case as soon as available and in such quantities
as you reasonably request;
(f) the Depositor will arrange for the qualification of the
Certificates for sale and the determination of their eligibility for
investment under the laws of such jurisdictions as you reasonably designate
and will continue such qualifications in effect so long as required for the
distribution; provided, however, that neither the Depositor nor the
applicable 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;
(g) the Depositor will cause the Trustee while the
Certificates of a Series are outstanding to:
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(i) furnish to you, and upon request, to each of
the other Underwriters, within 90 days after the close of each fiscal year,
appropriate annual financial statements of the related Trust, certified by
a nationally recognized firm of independent public accountants, in such form
as to disclose its financial condition at the end of, and the results of its
operations for, such fiscal year;
(ii) furnish to you, and upon your request to each
of the other Underwriters, as soon as available, copies of all reports filed
with the Commission and copies of each notice published or mailed to holders
of the Certificates pursuant to the related Trust Agreement; and
(iii) furnish to you, and upon your request to each
of the other Underwriters, such other information with respect to the related
Trust or its financial condition or results of operations, as you 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;
(h) the Depositor will pay all expenses incident to the
performance of its obligations under this Agreement and the related Terms
Agreement and will reimburse the Underwriters for any expenses (including
fees and disbursements of its counsel) incurred by them in connection with
qualification of the related Series of Certificates and determination of
their eligibility for investment under the laws of such jurisdictions as you
may reasonably designate and the printing of memoranda relating thereto, for
any fees charged by any nationally recognized statistical rating organization
for the rating of such Certificates and, to the extent previously agreed upon
with you, for expenses incurred in distributing the related Prospectus
(including any amendments and supplements thereto) to the Underwriters; and
(i) during the period when a prospectus is required by law
to be delivered in connection with the sale of a Series of Certificates
pursuant to this Agreement, the Depositor will file, or cause the Trustee to
file on behalf of the related Trust, on a timely and complete basis, all
documents that are required to be filed by the related Trust with the
Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.
6. Conditions to the Obligations of the Underwriters. The
-------------------------------------------------
obligations of the several Underwriters named in any Terms Agreement to
purchase and pay for the Certificates of the 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 applicable Terms
13
Agreement and the applicable Closing Date, to the accuracy of the statements
of the Depositor made pursuant to the provisions hereof, 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 letters of Deloitte & Touche LLP,
dated the date of the applicable Terms Agreement and the Closing Date, in
form and substance satisfactory to the Underwriters;
(b) 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 such Series shall have been duly taken or made; and prior to
the applicable Closing 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;
(c) unless otherwise specified in the applicable Terms
Agreement, the Certificates subject to this Agreement and offered by means
of the Registration Statement shall be rated at the time of issuance in one
of the two highest rating categories by a nationally recognized statistical
rating organization;
(d) no Underwriter shall have advised the Depositor that the
Registration Statement or the Prospectus, or any amendment or supplement
thereto, contains an untrue statement of fact that in your opinion is
material, or omits to state a fact that in your opinion is material and is
required to be stated therein or is necessary to make the statements therein
not misleading:
(e) you shall have received the opinions shown below of ▇▇▇▇▇
& ▇▇▇▇, counsel for the Depositor, dated the applicable Closing Date,
substantially to the effect that as long as such opinions are applicable to
the Series issued pursuant to the related Terms Agreement;
(i) The Depositor has the corporate power and
corporate authority to carry on its business as described in the Prospectus
(and the Private Placement Memorandum) and to own its own assets in
connection therewith;
(ii) The Trust Agreement has been duly
authorized, executed and delivered by the Depositor and is a valid and
binding agreement of the Depositor, enforceable against the Depositor in
accordance with its terms, except to the extent that
14
(a) enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditor's rights generally and (b) general principles of equity
(regardless of whether enforceability is considered in a proceeding in equity
or at law);
(iii) The issuance and sale of the Certificates
have been duly authorized by all requisite corporate action on the part of
the Depositor and the Certificates, when duly and validly executed and
authenticated in accordance with the terms of the Trust Agreement and
delivered and paid for pursuant this agreement ((or, in the case of the
Privately Offered Certificates, the Purchase Agreement)), will be duly and
validly issued and outstanding, and entitled to the benefits of the Trust
Agreement and enforceable against the Depositor in accordance with its terms,
except to the extent that enforcement thereof may be limited by (a)
bankruptcy, insolvency, reorganization, moratorium or other similar laws now
or hereafter in effect relating to creditors' rights generally and (b)
general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity);
(iv) This agreement (and the Purchase Agreement)
have been duly authorized, executed and delivered by the Depositor;
(v) The execution and delivery by the
Depositor of each of this agreement(, the Purchase Agreement) and the Trust
Agreement, and the performance by the Depositor of its obligations each in
accordance with its terms, do not conflict with the certificate of
incorporation or by-laws of the Depositor;
(vi) The Trust Agreement is not required to be
qualified under the Trust Indenture Act of 1939, as amended, and the trust
related thereto is not an "investment company" as such term is defined in the
Investment Company Act of 1940, as amended;
(vii) The Registration Statement has been
declared effective under the Act, and, to the best of such counsel's
knowledge, no stop order suspending its effectiveness has been issued and no
proceedings for that purpose have been instituted or are pending or
threatened by the Commission;
15
(viii) The Registration Statement, as of its
effective date, and the Prospectus, as of its date, appeared on their faces
to be appropriately responsive in all material respects to the requirements
of the Act and the rules and regulations thereunder, except that in each
case such counsel need not opine as to the financial statements, schedules
and other financial and statistical data included therein or excluded
therefrom or the exhibits to the Registration Statement;
(ix) The statements in the Prospectus under the
captions "Description of the Certificates" and "Trust Agreement," insofar as
such statements constitute a summary of certain terms of the Certificates and
the Trust Agreement, constitute a fair summary of such terms; the statements
contained under the caption "ERISA Considerations," insofar as such
statements describe certain provisions of federal statutes and regulations,
have been reviewed by such counsel, and such statements fairly describe such
provisions and regulations; and the statements contained under the caption
"Certain Federal Income Tax Considerations," insofar as such statements
constitute conclusions of law, are true and correct in all material respects
as set forth therein;
(x) Assuming that any Class of Certificates
is rated by a nationally recognized statistical rating organization in one
of its two highest rating categories, such Class of Certificates constitutes
"mortgage-related securities" within the meaning of Section 3(a)(41) of the
Exchange Act of for so long as they are so rated;
(xi) Under existing law, assuming a REMIC
election is made and compliance with all provisions of the Trust Agreement,
for federal income tax purposes, the Trust Fund will qualify as a REMIC
pursuant to Section 860D of the Code, the Class A, Class B1, Class B2, Class
B3, Class B4 and Class B5 Certificates will be considered to be "regular
interests" in the REMIC within the meaning of the Code, and the Class R
Certificate will be considered to be the sole class of "residual interest"
in the REMIC within the meaning of the Code;
(xii) The conditions to the use by the Depositor
of a registration statement on Form S-3 under the Act, as set forth in the
General Instructions to Form S-3, have been satisfied with respect to the
Registration Statement and the Prospectus; and, to the
16
best of such counsel's knowledge, there are no contracts or documents
of the Depositor which are required to be filed as exhibits to the Registration
Statement pursuant to the Act or the Rules and Regulations thereunder
that have not been so filed; and
((xiii) Subject to the accuracy of the Depositor's
and ▇▇▇▇▇▇ Brothers's representations in the Purchase Agreement, and in
reliance thereon without any independent verification by such counsel, and
provided that the Privately Offered Certificates are sold in the manner
contemplated by the Purchase Agreement, the offer and sale of such
Certificates to ▇▇▇▇▇▇ Brothers on the date of such counsel's opinion is not
a transaction requiring registration under the Act, as in effect on the date
of such counsel's opinion.)
In addition, such counsel has participated in conferences with
officers and other representatives of the Depositor, your counsel,
representatives of the independent accountants for the Trust and you at which
the contents of the Registration Statement and the Prospectus were discussed
and, although such counsel is not passing upon and does not assume
responsibility for, the factual accuracy, completeness or fairness of the
statements contained in the Registration Statement or the Prospectus (except
as stated in paragraph (xi) above) and has made no independent check or
verification thereof for the purpose of rendering its opinion, on the basis
of the foregoing (relying as to materiality to a large extent upon the
certificates of officers and other representatives of the Depositor), nothing
has come to such counsel's attention that leads it to believe that either the
Registration Statement or the Prospectus at the time such documents were
delivered to you contained, or at the date hereof contains, an untrue
statement of a material fact or at the time such documents were delivered to
you omitted, or at the date hereof 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, except that such counsel need
express no view with respect to the financial statements, schedules and other
financial and statistical data included in the Registration Statement or the
Prospectus.
With respect to the opinions expressed in paragraph (viii) above, such
counsel may take such exceptions as are deemed necessary and appropriate by
such counsel to deliver such opinion.
(f) if applicable, you shall have received an opinion of
counsel to the Trustee dated the applicable Closing
17
Date and in the form agreed to on or prior to the date of the applicable
Terms Agreement;
(g) if applicable, you shall have received an opinion of
counsel to the issuer of the Performance Bond, dated the applicable Closing
Date and in the form agreed to on or prior to the date of the applicable
Terms Agreement;
(h) if applicable, you shall have received an opinion of
counsel to any issuer of the Policy, dated the applicable Closing Date, and
in the form agreed to on or prior to the date of the applicable Terms
Agreement;
(i) if applicable, you shall have received the favorable
opinion of counsel to the Master Servicer, dated as of the applicable Closing
Date, in form and substance satisfactory to your counsel, to the effect that:
(i) the Master Servicer has been duly
organized and is validly existing as a corporation in good standing under the
laws of the jurisdiction of its incorporation and is duly qualified to do
business, and is in good standing, as a foreign corporation under the laws
of each jurisdiction in which the performance of its duties under the Trust
Agreement would require such qualification;
(ii) the execution and delivery by the Master
Servicer of the applicable Trust Agreement is within the corporate power of
the Master Servicer and has been duly authorized by all necessary corporate
action on the part of the Master Servicer; and neither the execution and
delivery of such instrument, nor the consummation of the transactions
provided for therein, nor compliance with the provisions thereof, will
conflict with or constitute a breach of, or default under, any contract,
indenture, mortgage, loan agreement, note, lease, deed of trust, or other
instrument to which the Master Servicer is a party or by which it may be
bound, nor will such action result in any violation of the provisions of the
charter or bylaws of the Master Servicer or any law, administra-tive
regulation or administrative or court decree;
(iii) the Trust Agreement has been duly and
validly authorized, executed and delivered by the Master Servicer and
assuming due authorization, execution and delivery by the Depositor and the
Trustee, constitutes the valid and binding obligation of the Master Servicer,
enforceable in accordance with its terms, subject, as the enforcement of
remedies, to (A) applicable bankruptcy, insolvency, reorganization,
18
moratorium or other laws relating to creditors' rights generally as from time
to time in effect, (B) to general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law)
and (C) with respect to the qualification that certain remedial provisions
of the Trust Agreement, if any, may be unenforceable in whole or in part
under the Uniform Commercial Code as presently in effect in the State of New
York, but the inclusion of such provisions does not render the other
provisions of the Indenture invalid and the Trust Agreement contains adequate
remedial provisions for the practical realization of the benefits of the
security provided thereby;
(j) if applicable, you shall have received an opinion of
counsel to each Servicer, dated the applicable Closing Date, and in the form
agreed to on or prior to the date of the applicable Terms Agreement;
(k) you shall have received from Brown & ▇▇▇▇, counsel for
the Underwriters, such opinion or opinions, dated the Closing Date, with
respect to 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;
(l) 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 Closing 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 set forth or contemplated in the Prospectus,
there has not been any material adverse change in the general affairs,
capitalization, financial condition or results of operations of the
Depositor; (v) except as otherwise stated in the Prospectus, there are no
material actions, suits or proceedings pending before any court or
governmental agency, authority or body or, to their knowledge, threatened,
which could have a material effect upon the Depositor or upon the
transactions contemplated by this Agreement; and (vi) attached thereto are
true and correct copies of a letter from the rating agency or agencies rating
the Certificates subject to this Agreement
19
confirming that, unless otherwise specified in the applicable Terms
Agreement, and that the Certificates have been rated in one of the two
highest rating categories established by such agency or agencies and
that such rating has not been lowered since the date of such letter;
(m) if applicable, you shall have received letters dated the
applicable Closing 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; and
(n) you shall have received a certificate of the Trustee,
signed by one or more duly authorized officers of the Trustee, dated the
applicable Closing Date, as to the due acceptance of the applicable Trust
Agreement by the Trustee and the due authorization and delivery of the
Certificates of such Series by the Trustee thereunder.
The Depositor will furnish you with such conformed copies of such
opinions, certificates, letters and documents as you reasonably request.
7. Indemnification.
---------------
(a) The Depositor will indemnify and hold harmless each
Underwriter and each person, if any, who controls any 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, the Prospectus or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission (in the case of any Computational Materials or ABS Term Sheets (as
defined in Section 9 below) in respect of which the Depositor agrees to
indemnify each Underwriter, as set forth below, when such are read in
conjunction with the related Prospectus) 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 (i) 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
20
omission made in any such documents (A) in reliance upon and in conformity
with written information furnished to the Depositor by an Underwriter
specifically for use therein or (B) in any Current Report or any amendment
or supplement thereof, except to the extent that any untrue statement or
alleged untrue statement therein or omission therefrom results (or is
alleged to have resulted) directly from an error (a "Mortgage
Pool Error") in the information concerning the characteristics of the
Mortgage Loans furnished by the Depositor to any Underwriter in writing or
by electronic transmission that was used in the preparation of either (x) any
Computational Materials or ABS Term Sheets (or amendments or supplements
thereof) included in such Current Report (or amendment or supplement thereof)
or (y) any written or electronic materials furnished to prospective investors
on which the Computational Materials (or amendments or supplements) were
based, (ii) such indemnity with respect to any Prospectus or any Corrected
Statement (as defined below) in any Prospectus (or supplement thereto) shall
not inure to the benefit of any Underwriter (or any person controlling any
Underwriter) from whom the person asserting any loss, claim, damage or
liability purchased the Certificates of the related Series that are the
subject thereof if such person did not receive a copy of the related
Prospectus or a supplement to such Prospectus, as the case may be, at or
prior to the confirmation of the sale of such Certificates and the untrue
statement or omission of a material fact contained in such Prospectus (or
supplement thereto) was corrected (a "Corrected Statement") in such
Prospectus or in such other supplement and such Prospectus or such supplement
was furnished by the Depositor to such Underwriter prior to the delivery of
such confirmation, and (iii) such indemnity with respect to any Mortgage Pool
Error shall not inure to the benefit of any Underwriter (or any person
controlling any Underwriter) from whom the person asserting any loss, claim,
damage or liability received any Computational Materials or ABS Term Sheets
(or any written or electronic materials on which the Computational Materials
are based) that were prepared on the basis of such Mortgage Pool Error, if,
prior to the time of confirmation of the sale of the applicable Certificates
to such person, the Depositor notified such Underwriter in writing of the
Mortgage Pool Error or provided in written or electronic form information
superseding or correcting such Mortgage Pool Error (in any such case, a
"Corrected Mortgage Pool Error"), and such Underwriter failed to notify such
person thereof or to deliver to such person corrected Computational Materials
(or underlying written or electronic materials) or ABS Term Sheets. This
indemnity agreement will be in addition to any liability which the Depositor
may otherwise have. This indemnity agreement will be in addition to any
liability which the Depositor may otherwise have.
(b) Each Underwriter, severally, and not jointly, will
indemnify and hold harmless the Depositor, each of its
21
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, 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, 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 (A) written
information furnished to the Depositor by such Underwriter specifically
for use in the preparation of the documents referred to in the
foregoing indemnity provided by the Depositor to each Underwriter with
respect to the related Series, or (B) any Computational Materials or ABS Term
Sheets (or amendments or supplements thereof) delivered to prospective
investors by such Underwriter and furnished to the Depositor by such
Underwriter pursuant to Section 8 and incorporated by reference in such
Registration Statement, the related Prospectus or any amendment or supplement
thereof (except that no such indemnity shall be available for any losses,
claims, damages or liabilities, or actions in respect thereof, resulting from
any Mortgage Pool Error, other than a Corrected Mortgage Pool Error). The
Depositor acknowledges that the statements set forth in the last paragraph
appearing on the cover page of the related Prospectus as such statements
relate to such Offered Certificates and the first paragraph (including the
table listed below such paragraph) and the third sentence of the second
paragraph under the heading "Underwriting" in such Prospectus Supplement as
such statements relate to such Certificates constitute the only information
furnished in writing by or on behalf of the Underwriters for inclusion in the
related Prospectus (other than any Computational Materials or ABS Term Sheets
(or amendments or supplements thereof) delivered to prospective investors and
furnished to the Depositor by any particular Underwriter), and the
Underwriters confirm that such statements are correct. Any Computational
Materials or ABS Term Sheets (or amendments or supplements thereof) furnished
to the Depositor by a particular Underwriter shall relate exclusively to and
be the several responsibility of such Underwriter and no other Underwriter.
Subject to the foregoing provisions set forth in this paragraph (b), each
Underwriter, severally, but not jointly, agrees to 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
22
addition to any liability that such Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party under this Section, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not
relieve it from any liability which it may have to any indemnified party
otherwise 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) If recovery is not available under the foregoing
indemnification provisions of this Section for any reason other than as
specified therein, the parties entitled to indemnification by the terms
thereof shall be entitled to contribution to liabilities and expenses as set
forth in Section 13 of this Agreement, except to the extent that contribution
is not permitted under Section 11(f) of the Act. In determining the amount
of contribution to which the respective parties are entitled, there shall be
considered the relative benefits received by each party from the offering of
the Certificates subject to this Agreement (taking into account the portion
of the proceeds of the offering realized by each), the parties' relative
knowledge and access to information concerning the matter with respect to
which the claim was asserted, the opportunity to correct and prevent any
statement or omission, and any other equitable considerations appropriate
under the circumstances. The Depositor and the Underwriters agree that it
would not be equitable if the amount of such contribution were determined by
pro rata or per capita allocation (even if the Underwriters were treated as
one entity for such purpose). No Underwriter or person controlling such
Underwriter shall be obligated to make contribution hereunder which in the
aggregate exceeds the total public offering price of the Certificates
purchased by such Underwriter under this Agreement, less the aggregate amount
of any damages which such Underwriter and its controlling persons have
otherwise been required to pay in respect of the same claim
23
or any substantially similar claim. The Underwriters' obligations to
contribute are several in proportion to their respective underwriting
obligations and not joint.
8. Computational Materials and Structural Term Sheets. (a) Not
--------------------------------------------------
later than 2:00 p.m., New York time, on the business day before the date on
which the Current Report relating to the Certificates of a Series is required
to be filed by the Depositor with the Commission pursuant to Section 5(b)
hereof, the Underwriters shall deliver to the Depositor five complete copies
of all materials provided by the Underwriters to prospective investors in
such Certificates which constitute (i) "Computational Materials" within the
meaning of the no-action letter dated May 20, 1994 issued by the Division of
Corporation Finance of the Commission to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Acceptance
Corporation I, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co. Incorporated, and ▇▇▇▇▇▇ Structured
Asset Corporation and the no-action letter dated May 27, 1994 issued by the
Division of Corporation Finance of the Commission to the Public Securities
Association (together, the "▇▇▇▇▇▇ Letters") and the filing of such material
is a condition of the relief granted in such letter (such materials being the
"Computational Materials"), and (ii) "Structural Term Sheets" within the
meaning of the no-action letter dated February 17, 1995 issued by the
Division of Corporation Finance of the Commission to the Public Securities
Association (the "PSA Letter") and the filing of such material is a condition
of the relief granted in such letter (such materials being the "Structural
Term Sheets"). Each delivery of Computational Materials and Structural Term
Sheets to the Depositor pursuant to this paragraph (a) shall be effected by
delivering four copies of such materials to counsel for the Depositor on
behalf of the Depositor at the address specified in Section 3 hereof and one
copy of such materials to the Depositor.
(b) Each Underwriter represents and warrants to and agrees with
the Depositor, as of the date of the related Terms Agreement and as of the
Closing Date, that:
(i) the Computational Materials furnished to the Depositor
by such Underwriter pursuant to Section 8(a) constitute (either in original,
aggregated or consolidated form) all of the materials furnished to
prospective investors by such Underwriter prior to the time of delivery
thereof to the Depositor that are required to be filed with the Commission
with respect to the related Offered Certificates in accordance with the
▇▇▇▇▇▇ Letters, and such Computational Materials comply with the requirements
of the ▇▇▇▇▇▇ Letters;
(ii) the Structural Term Sheets furnished to the Depositor by
such Underwriter pursuant to Section 8(a) constitute all of the materials
furnished to
24
prospective investors by such Underwriter prior to the time of
delivery thereof to the Depositor that are required to be filed with the
Commission as "Structural Term Sheets" with respect to the related
Certificates in accordance with the PSA Letter, and such Structural
Term Sheets comply with the requirements of the PSA Letter;
(iii) on the date any such Computational Materials or
Structural Term Sheets with respect to such Certificates (or any written or
electronic materials furnished to prospective investors on which the
Computational Materials are based) were last furnished to each prospective
investor by such Underwriter and on the date of delivery thereof to the
Depositor pursuant to Section 8(a) and on the related Closing Date, such
Computational Materials (or such other materials) or Structural Term Sheets
did not and will not include any untrue statement of a material fact or, when
read in conjunction with the Prospectus and Prospectus Supplement, omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; and
(iv) all Computational Materials (or underlying materials
distributed to prospective investors on which the Computational Materials
were based) delivered to prospective investors by such Underwriter and all
Structural Term Sheets delivered to prospective investors by such Underwriter
contained and will contain a legend, prominently displayed on the first page
thereof, to the effect that the Depositor has not prepared, reviewed or
participated in the preparation of such materials and is not responsible for
the accuracy thereof, and otherwise in form and substance satisfactory to the
Depositor.
Notwithstanding the foregoing, each Underwriter makes no representation or
warranty as to whether any Computational Materials or Structural Term Sheets
(or any written or electronic materials on which the Computational Materials
are based) included or will include any untrue statement resulting directly
from any Mortgage Pool Error (except any Corrected Mortgage Pool Error, with
respect to materials prepared after the receipt by such Underwriter from the
Depositor of notice of such Corrected Mortgage Pool Error or materials
superseding or correcting such Corrected Mortgage Pool Error).
(c) The Underwriters shall cause a firm of public accountants to
furnish to the Depositor a letter, dated as of the date on which the
Underwriters deliver any Computational Materials (which term shall be deemed
to include, for purposes of
25
this paragraph (c), calculated statistical information delivered to
prospective investors in the form of a Structural Term Sheet) to the
Depositor pursuant to Section 8(a), in form and substance satisfactory
to the Depositor, stating in effect that they have verified the
mathematical accuracy of any calculations performed by each Underwriter and
set forth in such Computational Materials.
(d) Each Underwriter agrees that it will not represent to
investors that any Computational Materials or Structural Term Sheets were
prepared or disseminated on behalf of the Depositor.
(e) If, at any time when a Prospectus relating to the Certificates
of a Series is required to be delivered under the Act, it shall be necessary
to amend or supplement the related Prospectus as a result of an untrue
statement of a material fact contained in any Computational Materials or
Structural Term Sheets provided by any Underwriter pursuant to this Section
8 or the omission to state therein a material fact required, when considered
in conjunction with the related Prospectus and Prospectus Supplement, to be
stated therein or necessary to make the statements therein, when read in
conjunction with the related Prospectus and Prospectus Supplement, not
misleading, or if it shall be necessary to amend or supplement any Current
Report relating to any Computational Materials or Structural Term Sheets to
comply with the Act or the rules thereunder, such Underwriter promptly will
prepare and furnish to the Depositor for filing with the Commission an
amendment or supplement which will correct such statement or omission or an
amendment which will effect such compliance. Each Underwriter represents and
warrants to the Depositor, as of the date of delivery by it of such amendment
or supplement to the Depositor, that such amendment or supplement will not
include any untrue statement of a material fact or, when read in conjunction
with the related Prospectus and Prospectus Supplement, omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, each such Underwriter
makes no representation or warranty as to whether any such amendment or
supplement will include any untrue statement resulting directly from any
Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect
to any such amendment or supplement prepared after the receipt by such
Underwriter from the Depositor of notice of such Corrected Mortgage Pool
Error or materials superseding or correcting such Corrected Mortgage Pool
Error). The Depositor shall have no obligation to file such amendment or
supplement if (i) the Depositor determines that such amendment or supplement
contains any untrue statement of a material fact or, when read in conjunction
with the related Prospectus and Prospectus Supplement, omits to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; it being understood, however, that the
Depositor shall have no obligation to review or pass upon the accuracy or
26
adequacy of, or to correct, any such amendment or supplement provided by any
Underwriter to the Depositor pursuant to this paragraph (e) or (ii) the
Depositor reasonably determined that such filing is not required under the
Act and the Underwriters do not object as provided below.
9. Collateral Term Sheets. (a) Prior to the delivery of any
----------------------
"Collateral Term Sheet" within the meaning of the PSA Letter, the filing of
which material is a condition of the relief granted in such letter (such
material being the "Collateral Term Sheets"), to a prospective investor in
the Certificates, the Underwriters shall notify the Depositor and its counsel
by telephone of their intention to deliver such materials and the approximate
date on which the first such delivery of such materials is expected to occur.
Not later than 2:00 p.m., New York time, on the business day immediately
following the date on which any Collateral Term Sheet was first delivered to
a prospective investor in the Certificates, the Underwriters shall deliver
to the Depositor five complete copies of all materials provided by the
Underwriters to prospective investors in such Certificates which constitute
"Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the
Depositor pursuant to this paragraph (a) shall be effected by delivering four
copies of such materials to counsel for the Depositor on behalf of the
Depositor at the address specified in Section 3 hereof and one copy of such
materials to the Depositor. (Collateral Term Sheets and Structural Term
Sheets are, together, referred to herein as "ABS Term Sheets.") At the time
of each such delivery, the Underwriter making such delivery shall indicate
in writing that the materials being delivered constitute Collateral Term
Sheets, and, if there has been any prior such delivery with respect to the
related Series, shall indicate whether such materials differ in any material
respect from any Collateral Term Sheets previously delivered to the Depositor
with respect to such Series pursuant to this Section 9(a) as a result of the
occurrence of a material change in the characteristics of the related
Mortgage Loans.
(b) Each Underwriter represents and warrants to and agrees with
the Depositor as of the date of the related Terms Agreement and as of the
Closing Date, that:
(i) The Collateral Term Sheets furnished to the
Depositor by such Underwriter pursuant to Section 9(a) constitute all of the
materials furnished to prospective investors by such Underwriter prior to
time of delivery thereof to the Depositor that are required to be filed with
the Commission as "Collateral Term Sheets" with respect to the related
Certificates in accordance with the PSA Letter, and such Collateral Term
Sheets comply with the requirements of the PSA Letter;
27
(ii) On the date any such Collateral Term Sheets with
respect to such Certificates were last furnished to each prospective investor
by such Underwriter and on the date of delivery thereof to the Depositor
pursuant to Section 9(a) and on the related Closing Date, such Collateral
Term Sheets did not and will not include any untrue statement of a material
fact or, when read in conjunction with the Prospectus and Prospectus
Supplement, omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and
(iii) such Underwriter has not represented to any
prospective investor that any Collateral Term Sheets with respect to any
Series were prepared or disseminated on behalf of the Depositor, and, except
as otherwise disclosed by such Underwriter to the Depositor in writing prior
to the date hereof, all Collateral Term Sheets previously furnished to
prospective investors included a disclaimer to the effect set forth in
Section 9(c).
Notwithstanding the foregoing, each Underwriter makes no representation or
warranty as to whether any Collateral Term Sheet included or will include any
untrue statement or material omission resulting directly from any Mortgage
Pool Error (except any Corrected Mortgage Pool Error, with respect to
materials prepared after the receipt by such Underwriter from the Depositor
of notice of such Corrected Mortgage Pool Error or materials superseding or
correcting such Corrected Mortgage Pool Error).
(c) Each Underwriter acknowledges and agrees that any Collateral
Term Sheets with respect to any Series of Certificates furnished to
prospective investors from and after the date hereof shall include a
disclaimer in form satisfactory to the Depositor to the effect set forth in
Section 8(d) hereof, and to the effect that the information contained in such
materials supersedes information contained in any prior Collateral Term
Sheet with respect to such Series of Certificates and will be superseded by
the description of the related Mortgage Loans in the related Prospectus
Supplement and in the Detailed Description relating to such Prospectus
Supplement to be filed under cover of Form 8-K. Each Underwriter agrees that
it will not represent to prospective investors that any Collateral Term
Sheets were prepared or disseminated on behalf of the Depositor.
(d) If, at any time when a prospectus relating to the Certificates
of a Series is required to be delivered under the Act, it shall be necessary
to amend or supplement the related Prospectus as a result of an untrue
statement of a material fact contained in any Collateral Term Sheets provided
by any Underwriter pursuant to this Section 9 or the omission to state
therein a material fact required, when considered in conjunction
28
with the related Prospectus and Prospectus Supplement, to be stated therein or
necessary to make the statements therein, when read in conjunction with the
related Prospectus and Prospectus Supplement, not misleading, or if it
shall be necessary to amend or supplement any Current Report relating to
any Collateral Term Sheets to comply with the Act or the rules thereunder,
such Underwriter promptly will prepare and furnish to the Depositor for
filing with the Commission an amendment or supplement which will correct
such statement or omission or an amendment which will effect such
compliance. Each Underwriter represents and warrants to the Depositor,
as of the date of delivery of such amendment or supplement to the
Depositor, that such amendment or supplement will not include any untrue
statement of a material fact or, when read in conjunction with the related
Prospectus and Prospectus Supplement, omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading; provided, however, each such Underwriter makes no
representation or warranty as to whether any such amendment or
supplement will include any untrue statement resulting directly from any
Mortgage Pool Error (except any Corrected Mortgage Pool Error, with respect
to any such amendment or supplement prepared after the receipt by such
Underwriter from the Depositor of notice of such Corrected Mortgage Pool
Error or materials superseding or correcting such Corrected Mortgage Pool
Error). The Depositor shall have no obligation to file such amendment or
supplement if the Depositor determines that (i) such amendment or supplement
contains any untrue statement of a material fact or, when read in conjunction
with the related Prospectus and Prospectus Supplement, omits to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; it being understood, however, that the
Depositor shall have no obligation to review or pass upon the accuracy or
adequacy of, or to correct, any such amendment or supplement provided by any
Underwriter to the Depositor pursuant to this paragraph (d) or (ii) such
filing is not required under the Act.
10. Default of Underwriters. If any Underwriter or Underwriters
-----------------------
participating in an offering of Certificates default in their obligations to
purchase Certificates hereunder and under the Terms Agreement and the
aggregate principal amount of such Certificates which such defaulting
Underwriter or Underwriters agreed, but failed, to purchase does not exceed
10% of the total principal amount of the Certificates set forth in such Terms
Agreement, you may make arrangements satisfactory to the Depositor for the
purchase of such Certificates by other persons, including any of the
Underwriters participating in such offering, but if no such arrangements are
made within a period agreed to by you and the Depositor after the applicable
Closing Date, the non-defaulting Underwriters shall be obligated severally,
in proportion to their respective total commitments hereunder and under such
Terms Agreement, to purchase the Certificate which such defaulting
Underwriters agreed but failed to purchase. If
29
any Underwriter or Underwriters so default and the aggregate principal
amount of Certificates with respect to which such default or defaults occur
is more than 10% of the total principal amount of the Certificates set
forth in such Terms Agreement and arrangements satisfactory to you and the
Depositor for the purchase of such Certificates by other persons are not
made within such period agreed to by you and the Depositor after such
default, this Agreement will terminate without liability on the part of any
non-defaulting Underwriter or the Company, except as provided in Section
11. 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.
11. Survival of Certain Representations and Obligations. The
---------------------------------------------------
respective indemnities, agreements, representations, warranties and other
statements by the Depositor or its officers and of the several 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
their respective officers or directors or any controlling person, and will
survive delivery of and payment for the Certificates.
12. Termination of Agreement. You, as Representative of the
------------------------
Underwriters named in any Terms Agreement, may also terminate such Terms
Agreement, immediately upon notice to the Depositor, at any time at or prior
to the applicable Closing Date, (i) if there has been, since the date of such
Terms Agreement or since the respective dates as of which information is
given in the Registration Statement or Prospectus, any change or any
development involving a prospective change, in or affecting the condition,
financial or otherwise, earnings, affairs or business of the Depositor or the
Trust, whether or not arising in the ordinary course of business, which in
your judgment would materially impair the market for, or the investment
quality of, the Certificates, or (ii) if there has occurred any outbreak 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,
impracticable to market the Certificates or enforce contracts for the sale
of the Certificates, or (iii) if trading generally on either the New York
Stock Exchange or the American 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 if a banking
moratorium has been declared by either federal, New York or California
authorities. In the event of any such termination, (A) the covenants set
forth in Section 5 with respect to any offering of Certificates shall remain
in effect so long as the
30
Underwriters own any such Certificates purchased from the Depositor
pursuant to the applicable Terms Agreement and (B) the covenant set forth
in Section 5(b), the indemnity agreement set forth in Section 7, the
contribution provisions set forth in Section 13, and the provisions of
Sections 16 and 17 shall remain in effect.
If this Agreement is terminated pursuant to Section 10 or if for
any other reason the purchase of the Certificates by the Underwriters is not
consummated, the Depositor shall remain responsible for the expenses to be
paid or reimbursed by them pursuant to Section 5(g), and the obligations of
the Depositor and the Underwriters pursuant to Section 7 shall remain in
effect.
13. Contribution. In order to provide for just and equitable
------------
contribution in circumstances in which the indemnity agreement provided for
in 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 Underwriters, 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 one
or more of the Underwriters, as follows:
(i) in the case of any losses, claims, damages and liabilities (or
actions in respect thereof) which do not arise out of or are not based upon
any untrue statement or omission of a material fact in any Computational
Materials or ABS Term Sheets (or any amendments or supplements thereof), in
such proportion so that the Underwriters are responsible for that portion
represented by the difference between the proceeds to the Depositor in
respect of the Certificates appearing on the cover page of the Prospectus for
the related Series and the total proceeds received by the Underwriters from
the sale of such Certificates (the "Underwriting Discount"), and the
Depositor is responsible for the balance; provided, however, that in no case
________ _______
shall the Underwriters be responsible under this subparagraph (i) for any amount
in excess of such Underwriting Discount applicable to the Certificates purchased
by the Underwriters pursuant to this Agreement and the related Terms Agreement;
and
(ii) in the case of any losses, claims, damages and liabilities (or
actions in respect thereof) which arise out of or are based upon any untrue
statement or omission of a material fact in any Computational Materials or
ABS Term Sheets (or any amendments or supplements thereof) or in any written
or electronic materials on which the Computational Materials are based, in
such proportion as is appropriate to reflect the relative fault of the
Depositor on the one hand
31
and the Underwriter that delivered such materials to prospective investors
on the other in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities (or actions in respect
thereof) as well as any other relevant equitable considerations; provided,
however, that in no case shall any Underwriter be responsible under this
subparagraph (ii) for any amount in excess of the aggregate purchase
price paid by it for the Certificates purchased by it. 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 in such Computational
Materials or ABS Term Sheets (or any amendments or supplements thereof
or such written or electronic materials) results from information prepared
by the Depositor on the one hand or such Underwriter on the other and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
Notwithstanding anything to the contrary in this Section, 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. For purposes of this Section, each person
who controls any Underwriter within the meaning of either the Act or the
Exchange Act shall have the same rights to contribution as such Underwriter,
and each person who controls the Depositor within the meaning of either the
Act or the Exchange Act, each officer of the Depositor who shall have signed
the Registration Statement and each director of the Depositor shall have the
same rights to contribution as the Depositor, subject in each case to the
immediately preceding sentence of this paragraph (d).
14. Notices. All communications hereunder will be in writing and,
-------
if sent to the Representative, will be mailed, delivered or telegraphed and
confirmed to you at ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇, or if sent to the Depositor, will be mailed, delivered or
telegraphed and confirmed to it at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇; provided, however, that any notice to an Underwriter pursuant to
Section 7 will be mailed, delivered or telegraphed to such Underwriter at the
address furnished by it.
15. Successors. This Agreement and the Terms Agreement will inure
----------
to the benefit of and be binding upon the parties hereto and their respective
successors and the officers, directors and controlling persons referred to
in Section 11 hereof, and their successors and assigns, and no other person
will have any right or obligation hereunder.
32
16. Representations of Underwriters. You may act for the several
-------------------------------
Underwriters in connection with this transaction, and any action taken by you
under this Agreement and any Terms Agreement entered into by you will be
binding upon all the Underwriters identified in such Terms Agreement.
17. Miscellaneous. THIS AGREEMENT AND THE TERMS AGREEMENT WILL
-------------
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK. Specified times of day refer to New York City time. This Agreement
and the Terms Agreement may be executed in one or more counterparts, and if
executed in one or more counterparts the executed counterparts shall together
constitute the Agreement.
33
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 between the Depositor and the several
Underwriters in accordance with its terms. Alternatively, the execution of
this Agreement by the Depositor and its acceptance by or on behalf of the
Underwriters may be evidenced by an exchange of telegraphic or other written
communications.
Very truly yours,
STRUCTURED ASSET SECURITIES
CORPORATION
As Depositor
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Chairman of the Board
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.
▇▇▇▇▇▇ BROTHERS INC.
Acting on behalf of itself and
as the Representative of the
Underwriters named in the
Terms Agreement.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Managing Director
34
EXHIBIT A
STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 19__-__
TERMS AGREEMENT
---------------
Dated: ______________, 19__
To: Structured Asset Securities Corporation, as Depositor under the Trust
Agreement dated as of _______________ , 19__ (the "Trust Agreement").
Re: Underwriting Agreement Standard Terms dated as of ___________, 19__ (the
"Standard Terms," and together with this Terms Agreement, the "Agreement").
SERIES DESIGNATION: Series 19__-_.
------------------
TERMS OF THE SERIES 19__-_ CERTIFICATES: Structured Mortgage Asset
---------------------------------------
Residential Trust, Series 19__-_ Mortgage Pass-Through Certificates, Class
__, Class __, Class __, Class __, Class __, Class __ and Class __ (the
"Certificates") will evidence, in the aggregate, all of the beneficial
ownership interest in a trust (the "Trust"). The primary assets of the Trust
consist of a pool of adjustable-rate, fully amortizing, conventional, first
lien residential mortgage loans (the "Mortgage Loans"). The Certificates
consist of _____ classes: Class __, Class __, Class __, Class __, Class __,
Class __ and Class __. Only the Class __, Class __, Class __, Class __ and
Class __ Certificates (collectively, the "Offered Certificates") are being
sold pursuant to the terms hereof.
REGISTRATION STATEMENT: File Number 33-________.
----------------------
CERTIFICATE RATINGS: It is a condition of Closing that at the Closing Date
-------------------
the Class __ and Class __ Certificates be rated "____" by _______________
("____") and "___" by _____________ ("_____"); that the Class __ Certificates
be rated "___" by ___ and "___" by ______; that the Class __ Certificates be
rated "__" by ___ and "__" by _______; and that the Class ___ Certificates
be rated "____" by ____ and "___" by _____.
35
TERMS OF SALE OF OFFERED CERTIFICATES: The Depositor agrees to sell to
-------------------------------------
▇▇▇▇▇▇ Brothers Inc. (and ______________________________ (the
"Underwriter(s)")) and ▇▇▇▇▇▇ Brothers Inc. (and ___________________ each)
agree(s)(, severally and not jointly,) to purchase from the Depositor the
Offered Certificates in the principal amounts and prices set forth beneath
their (respective) name(s) on Schedule 1. The purchase price for the Offered
Certificates shall be the Purchase Price Percentage set forth in Schedule 1
plus accrued interest at the initial interest rate per annum from and
including the Cut-Off Date up to, but not including, the Closing Date.
The Underwriter(s) will offer the Offered Certificates to the public from
time to time in negotiated transactions or otherwise at varying prices to be
determined at the time of sale.
CUT-OFF DATE: ___________, 19__
------------
CLOSING DATE: 10:00 A.M., New York time, on or about ____________, 19__.
------------
On the Closing Date, the Depositor will deliver the Offered Certificates to
the Underwriters against payment therefor for the account of ▇▇▇▇▇▇ Brothers
Inc. (and for the account of Mellon Financial Markets, Inc.)
▇▇▇▇▇▇ BROTHERS INC.
By:
--------------------------
Name:
Title:
(________________________)
By:
-------------------------
Name:
Title:
Accepted:
STRUCTURED ASSET SECURITIES
CORPORATION
By:
------------------------------
Name:
Title:
36
Schedule 1
----------
Approximate
Approximate Amount
Approximate Amount Purchased by
Initial Certificate Purchase Purchased by (_________)
Certificate Principal Price ▇▇▇▇▇▇ (_______)
Class Rate Amount (1) Percentage Brothers Inc. ( )
----- ----------- ------------------- ---------- ------------- ------------
Class (2) $ % $ $
Class (2) $ % $ $
Class (2) $ % $ $
Class (2) $ % $ $
Class (2) $ % $ $
=============== ========== ============= ===========
Total/ $ % $ $
Wtd Avg
(1) Approximate.
(2) The interest rate on the Class __, Class __, Class __, Class __ and
Class __ Certificates is equal to the weighted average of the Net
Mortgage Rates (as set forth in the Prospectus Supplement) on the
Mortgage Loans.
37
