Saxon Asset Securities Company
Mortgage Loan Asset Backed Certificates,
Series ____-__
UNDERWRITING AGREEMENT
Dated: ____________, ____
To: Saxon Asset Securities Company (the "Company")
Saxon Mortgage Inc. ("SMI")
Re: Standard Terms to Underwriting Agreement (June 1997 Edition)
Series
Designation: Mortgage Loan Asset Backed Certificates, Series ____-__, Class
___, Class ___, Class ___, Class ___, Class ___, Class ___,
Class ___, Class ___, Class ___, Class ___, Class ___, Class
___, Class ___, Class ___, Class ___, and Class ___
(collectively, the "Certificates"). The Class ___, Class ___,
Class ___, Class ___, Class ___, Class ___, Class ___, Class
___, Class ___, Class ___, Class ___ and Class ___ Certificates
are referred to herein as the "Underwritten Certificates."
Underwriting Agreement: Subject to the terms and conditions
set forth and incorporated by reference herein, the Company hereby agrees to
issue and sell to_____________ (collectively, the "Underwriters"), and the
Underwriters hereby agree to purchase from the Company, on or about ___________,
____, the Underwritten Certificates at the purchase price and on the terms set
forth below; provided, however, that the obligations of the Underwriters are
subject to: (i) receipt by the Company of (a) the ratings specified in the table
below by Fitch, Inc. ("Fitch"), and Xxxxx'x Investors Service ("Moody's" and
together with Fitch, the "Rating Agencies") with respect to each Class of
Certificates; (ii) receipt of a Prospectus Supplement in form and substance
satisfactory to the Underwriters; and (iii) the Sales Agreement dated as of
___________, ____ by and between the company and SMI and the Pooling and
Servicing Agreement (as defined below) each being in form and substance
satisfactory to the Underwriters.
The Certificates will be issued pursuant to a Pooling and
Servicing Agreement, dated as of ___________, ____ (the " Pooling and Servicing
Agreement"), by and among the Company, SMI, as Master Servicer (the "Master
Servicer"), and __________________ as the trustee (the "Trustee"). The
Certificates will represent in the aggregate the entire beneficial ownership
interest in the assets of the Trust Fund created under the Pooling and Servicing
Agreement (the "Trust"), which will consist primarily of ___ pools of
conventional, one- to four-family, mortgage loans with original terms to stated
maturity of not more than 30 years which have the characteristics described in
the Prospectus Supplement (the "Mortgage Loans").
The Company and SMI specifically covenant to make available on
the Closing Date for sale, transfer and assignment to the Trust, Mortgage Loans
having the characteristics described in the Prospectus Supplement; provided,
however, that there may be immaterial variances from the description of the
Mortgage Loans in the Prospectus Supplement and the actual Mortgage Loans
delivered on the Closing Date. Upon delivery of the Mortgage Loans to the
Company, the Company will deliver such Mortgage Loans to the Trust.
Registration Statement: References in the Agreement (as
defined below) to the Registration Statement shall be deemed to include
registration statement no. ____________ and ____________.
Aggregate Scheduled Principal Balance of Mortgage Loans:
Approximately $____________ (as of the Cut-off Date), including approximately
$____________ of fixed-rate Mortgage Loans and approximately $____________ of
Variable Rate Mortgage Loans. In addition, approximately $____________ will be
deposited into the Pre-Funding Account.
Cut-Off Date: As of the close of business on ____________ ,
____.
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Terms of the Certificates:
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Proposed
Initial Ratings by
Series ____-__ Principal Pass-Through Moody's and Sale of the
Designation Amount Rate Fitch CUSIP Number Certificates
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_________________________
(1) The Class _-IO Certificates are not entitled to distributions of
principal but are entitled to distributions of interest calculated on
the basis of a notional balance (as further described in the Prospectus
Supplement) initially equal to $_________.
(2) The Class _-IO Certificates are not entitled to distributions of
principal but are entitled to distributions of interest calculated as
described in (5) below.
(3) On each Distribution Date, the Variable Rate Pass-Through Rates per
annum will equal the least of: (i) One Month LIBOR plus the related
spread (subject, in the case of the ____, ____, ____, ____, ___ and ___
Certificates, to an increase for any Distribution Date after the
Initial Optional Termination Date), as set forth in the Pooling and
Servicing Agreement, (ii) the Net WAC Cap (as defined in the Pooling
and Servicing Agreement) and (iii) the Maximum Cap Rate (as defined in
the Pooling and Servicing Agreement).
(4) On any Distribution Date, the Pass-Through Rates for the Class ___,
Class ___, Class ___, Class ___ and Class ___ Certificates will equal
the lesser of (i) the Pass-Through Rate set forth above (subject, in
the case of the ___ and ___ Certificates, to a_____% increase for any
Distribution Date after the Initial Optional Termination Date) and (ii)
the Net WAC Cap (as defined in the Pooling and Servicing Agreement).
(5) On any Distribution Date, the Class _-IO Pass-Through Rate will equal
to the less of (a) for each Distribution Date up to and including the
Distribution Date in _________, _____%, and for each Distribution Date
thereafter, _____; and (b) the excess, if any, of the Net WAC Cap (as
defined in the Pooling and Servicing Agreement) over the product of (i)
2 and (ii) the Adjusted Net Rate (as defined in the Pooling and
Servicing Agreement).
(6) No ratings have been requested by the Underwriters for the Class ___,
Class ___ and Class ___ Certificates.
(7) The Underwritten Certificates will be purchased by the Underwriters
from the Company and will be offered by the Underwriters to the public
from time to time in negotiated transactions or otherwise at varying
prices to be determined at the time of sale.
(8) The Class ___, Class ___, and Class ___ Certificates will be sold to
the Company in a privately negotiated transaction.
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Underwritten Certificates Ratings: It is agreed that as a
further condition of the Underwriters' obligation to purchase the Underwritten
Certificates, the ratings indicated above by the Rating Agencies on the
Underwritten Certificates shall not have been rescinded and there shall not have
occurred any downgrading, or public notification of a possible downgrading or
public notice of a possible change, without indication of direction, in the
ratings accorded the Underwritten Certificates.
Mortgage Loans: Mortgage Loans having the approximate
characteristics described in the Prospectus Supplement with the final schedule
attached as Schedule I to the Sales Agreement.
Principal and Interest Distribution Dates: Each Distribution
Date shall be the 25th day of each month, or if such day is not a business day,
the next succeeding business day, commencing in ____________ , ____.
REMIC Election: One or more elections will be made to treat
the Mortgage Loans and related assets of the Trust as a real estate mortgage
investment conduit (the "REMIC"). The Underwritten Certificates and the Class
___ Certificates will be designated as "regular interests" in a REMIC. The Class
___ Certificates will be designated as the "residual interest" in a REMIC. The
Class ___ Certificates do not represent an interest in any REMIC created under
the Pooling and Servicing Agreement.
Purchase Price: The Underwriters hereby agree to purchase each
Class of Underwritten Certificates from the Company at the applicable purchase
price set forth below, plus, in the case of the Class ___, Class ____, Class
___, Class ___, Class ___ and Class _-IO Certificates, accrued interest at the
applicable Pass-Through Rate from the close of business on ____________ , ____
through the Closing Date. Each such purchase price is expressed as a percentage
of the initial principal amount of the related Mortgage Loan pool.
Purchase Price
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Class ___
Class ___
Class ___
Class ___
Class ___
Class ___
Class ___
Class ___
Class ___
Class ___
Class ___
Class _-IO
Each of the Underwriters agrees, severally and not jointly,
subject to the terms and conditions contained herein and in the Standard Terms
to Underwriting Agreement (June 1997 Edition), to purchase the principal
balances of the Classes of Certificates specified opposite its name below:
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Series ____-_
Designation ______ ______ ______ ______
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Class ___
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Class ___
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Class ___
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Class ___
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Class ___
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Class ___
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Class ___
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Class ___
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Class _-IO
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Class ___
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Class ___
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Class ___
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Closing Date and Location: 10:00 a.m. Eastern Time on or about
____________, ____, at the offices of XxXxx Xxxxxx LLP, 0000 X Xxxxxx, XX,
Xxxxxxxxxx, XX 00000.Xxx Company will deliver the Underwritten Certificates in
book-entry form only through the same day funds settlement system of the
relevant Depositories, and the Class ___, Class ___ and Class ___ Certificates
in certificated, fully-registered form on or about ___________ , ____.
Due Diligence: At any time prior to the Closing Date, the
Underwriters have the right to inspect the Mortgage Loan Files, the related
mortgaged properties and the loan origination procedures to ensure conformity
with the Prospectus and the Prospectus Supplement.
Controlling Agreement: This Underwriting Agreement, together
with the Standard Terms to Underwriting Agreement (June 1997 Edition) (together,
the "Agreement"), completely sets forth the agreements between the Company and
SMI and the Underwriters and fully supersedes all prior agreements, both written
and oral, relating to the issuance of the Underwritten Certificates and all
matters set forth herein. Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the Agreement.
Notwithstanding the foregoing, the Standard Terms are hereby amended for
purposes of the Agreement as follows: (i) there shall be added to the final
sentence of Section 1(ii) thereof the words ", the Trustee, DTC," immediately
following the phrase "any Credit Enhancer" therein, (ii) the phrase "upon notice
of the Underwriters" in the last paragraph of Section 6(i) thereof shall be
amended to read "upon notice to the Underwriters" and (iii) there shall be an
additional representation and warranty by the Depositor to the effect that: each
Servicing Agreement, when executed and delivered as contemplated thereby, will
have been duly executed and delivered by the Depositor, and such Servicing
Agreement will constitute a legal, valid and binding agreement, enforceable
against the Depositor in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors' rights
generally and to general principles of equity regardless of whether enforcement
is sought in a proceeding in equity or at law.
Information Provided by the Underwriters: It is understood and
agreed that the information set forth under the heading "Underwriting" in the
Prospectus Supplement and the sentence regarding the Underwriters' intention to
establish a market in the Underwritten Certificates on the inside front Cover
Page of the Prospectus Supplement is the only information
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furnished by the Underwriters to the Company for inclusion in the Registration
Statement and the Final Prospectus.
Collateral Term Sheets, Structural Term Sheets and
Computational Materials: The Underwriters hereby represent and warrant that (i)
a hard copy of the information provided by the Underwriters to the Company in
electronic form and attached hereto as Exhibit A, if any, constitutes all
"Collateral Term Sheets" or "Structural Term Sheets" (that are required to be
filed with the Commission within two business days of first use under the terms
of the response of the staff of the Commission to a No-Action request from the
Public Securities Association (made generally available March 9, 1995))
disseminated by the Underwriters to investors in connection with the
Underwritten Certificates and (ii) a hard copy of the information provided by
the Underwriters to the Company and attached hereto as Exhibit B, if any,
constitutes all "Computational Materials" disseminated by the Underwriters in
connection with the Underwritten Certificates.
Trustee: _________________________ will act as Trustee of the
Trust.
Blue Sky Qualifications: The Underwriters specify, and the
parties intend to qualify the Underwritten Certificates in, no jurisdictions
pursuant to the Agreement.
State Law Tax Opinion: At Closing, the Underwriters shall have
received from ________________ LLP, an opinion dated the Closing Date and
satisfactory in form and substance to the Underwriters, as to the tax treatment
of the Certificates under _________ law.
Applicable Law: THE AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.
Notices: All communications hereunder, if sent to the
Underwriters, shall be mailed, delivered or telegraphed and confirmed to
____________ * * * * *
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The Underwriters agree, subject to the terms and provisions of
the Standard Terms to the Underwriting Agreement (June 1997 edition), a copy of
which is attached, and which is incorporated by reference herein in its entirety
and made a part hereof to the same extent as if such provisions had been set
forth in full herein, to purchase the Underwritten Certificates.
_____________________________,
on behalf of the Underwriters
By:___________________________
Name:
Title:
Accepted and Acknowledged
As of the Date First Above
Written:
SAXON ASSET SECURITIES COMPANY
By:__________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
SAXON MORTGAGE, INC.
By:__________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Vice President
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The Underwriters agree, subject to the terms and provisions of
the Standard Terms to the Underwriting Agreement (June 1997 edition), a copy of
which is attached, and which is incorporated by reference herein in its entirety
and made a part hereof to the same extent as if such provisions had been set
forth in full herein, to purchase the Underwritten Certificates.
______________________________,
on behalf of the Underwriters
By:____________________________
Name:
Title:
Accepted and Acknowledged
As of the Date First Above
Written:
SAXON ASSET SECURITIES COMPANY
By: /s/ XXXXXX X. XXXXXXX
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
SAXON MORTGAGE, INC.
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Assistant Vice President
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