Saxon Asset Securities Company
Mortgage Loan Asset Backed Certificates,
Series 1999-5
UNDERWRITING AGREEMENT
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Dated: November 23, 1999
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 1999-5, Class AF,
----------- Class MF-1, Class MF-2, Class BF, Class C and Class R
(collectively the "Certificates"). The Class AF, Class MF-1,
Class MF-2, Class BF 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 Banc of America Securities LLC (the "Underwriter"), and the
Underwriter hereby agrees to purchase from the Company, on or about November 30,
1999, the Underwritten Certificates at the purchase price and on the terms set
forth below; provided, however, that the obligations of the Underwriter are
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subject to: (i) receipt by the Company of (a) the ratings specified in the table
below by Xxxxx'x Investors Service, Inc. ("Moody's") and Xxxxx IBCA, Inc.
("Fitch" and together with Moody's, the "Rating Agencies") with respect to each
of the Classes of Certificates; (ii) receipt of a Prospectus Supplement in form
and substance satisfactory to the Underwriter; and (iii) the Sales Agreement
dated as November 23, 1999 by and between the Company and Saxon Mortgage, Inc.
("SMI") and the Trust Agreement (as defined below) each being in form and
substance satisfactory to the Underwriter.
The Certificates will be issued pursuant to a Trust Agreement, dated
as of November 1, 1999 (the "Trust Agreement"), by and among the Company, SMI,
as Master Servicer (the "Master Servicer"), and Chase Bank of Texas, National
Association, as Trustee (the "Trustee"). The Certificates will represent in the
aggregate the entire beneficial ownership interest in the assets of the Trust
created under the Trust Agreement (the "Trust"), which will consist primarily of
a pool of conventional, one- to four-family, mortgage loans (the "Mortgage
Loans") with original terms to stated maturity of not more than 30 years which
have the characteristics described in the Prospectus Supplement.
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,
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however, that there may be immaterial variances from the description of the
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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. 333-87351.
Aggregate Scheduled Principal Balance of Initial Mortgage Loans:
Approximately $227,145,793 (as of the Statistical Cut-off Date) of fixed-rate
Mortgage Loans. In addition, approximately $72,854,207 will be deposited into
the Pre-Funding Account.
Statistical Cut-Off Date: As of the close of business November 1,
1999.
Terms of the Certificates:
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Initial
Series 1999-5 Principal Pass-Through Proposed Ratings by Sale of the
Designation Amount Rate Moody's and Fitch CUSIP Number Certificates
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Class AF $264,000,000 7.461%(1) Aaa/AAA 805564 EY 3 (2)
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Class MF-1 $ 15,750,000 8.028%(1) Aa2/AA 805564 EZ 0 (2)
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Class MF-2 $ 11,250,000 8.584%(1) A2/A 805564 FA 4 (2)
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Class BF $ 9,000,000 9.300%(1) Baa2/BBB 805564 FB 2 (2)
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Class C N/A N/A (3) N/A (4)
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Class R N/A N/A (3) N/A (5)
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(1) On any Distribution Date, the Pass-Through Rates for the Class AF, Class
MF-1, Class MF-2 and Class BF Certificates will equal the lesser of (i) the
Pass-Through Rate set forth above (subject, in the case of the Class AF,
Class MF-1 and Class MF-2 Certificates, to a 0.50% increase for any
Distribution Date after the Initial Optional Redemption Date) and (ii) the
Weighted Average Interest Rates on the Mortgage Loans less the Servicing
Fee Rate and Master Servicing Fee Rate per annum (as further described in
the Prospectus Supplement).
(2) The Underwritten Certificates will be purchased by the Underwriter from the
Company and will be offered by the Underwriter to the public from time to
time in negotiated transactions or otherwise at varying prices to be
determined at the time of sale.
(3) No ratings have been requested by the Underwriter for the Class C and Class
R Certificates.
(4) The Class C Certificates will be sold to the Company in a privately
negotiated transaction.
(5) The Class R Certificates will be sold to the Company in a privately
negotiated transaction.
Underwritten Certificates Ratings: It is agreed that as a further
condition of the Underwriter's 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 Trust 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 December 1999.
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 C
Certificates will be designated as "regular interests" in the REMIC. The Class
R Certificates will be designated as the "residual interest" in the REMIC.
Purchase Price: The Underwriter hereby agrees to purchase each Class of
Underwritten Securities from the Company at the applicable purchase price set
forth below, plus accrued interest at the applicable Pass-Through Rate from the
close of business on November 1 through the Closing Date. Each such purchase
price is expressed as a percentage of the initial principal amount of the
Mortgage Loan pool.
Purchase Price
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Class AF 99.69869%
Class MF-1 99.69822%
Class MF-2 99.90801%
Class BF 97.97342%
Closing Date and Location: 10:00 a.m. Eastern Time on or about
November 30, 1999, at the offices of McGuire, Woods, Battle & Xxxxxx LLP, One
Xxxxx Center, 000 X. Xxxx Xxxxxx, Xxxxxxxx, XX 00000. The 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 C and Class R
Certificates in certificated, fully registered form on or about November 30,
1999.
Due Diligence: At any time prior to the Closing Date, the Underwriter
has 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 Underwriter 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 such that 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.
Information Provided by the Underwriter: It is understood and agreed
that the information set forth under the heading "Underwriting" in the
Prospectus Supplement is the only information furnished by the Underwriter to
the Company for inclusion in the Registration Statement and the Final
Prospectus.
Collateral Term Sheets, Structural Term Sheets and Computational
Materials: The Underwriter hereby represents and warrants that (i) a hard copy
of the information provided by the Underwriter 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 Public
Securities Association letter) disseminated by the Underwriter to investors in
connection with the Underwritten Certificates and (ii) a hard copy of the
information provided by the Underwriter to the Company and attached hereto as
Exhibit B, if any, constitutes all "Computational Materials" disseminated by the
Underwriter in connection with the Underwritten Certificates.
Trustee: Chase Bank of Texas, National Association will act as
Trustee of the Trust.
Blue Sky Qualifications: The Underwriter specifies, and the parties
intend to qualify the Underwritten Certificates in, no jurisdictions pursuant to
the Agreement.
State Law Tax Opinion: At Closing, the Underwriter shall have
received from Xxxxx, Xxxxxxx & Xxxx LLP an opinion dated the Closing Date and
satisfactory in form and substance to the Underwriter, as to the tax treatment
of the Certificates under Texas 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 Underwriter,
will be mailed, delivered or telegraphed and confirmed to Banc of America
Securities LLC, 000 Xxxxx Xxxxx Xx., 00xx Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx
00000, Attention: Xxx Xxxxxxx.
* * * * *
The Underwriter agrees, subject to the terms and provisions of the
Agreement, 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.
BANC OF AMERICA SECURITIES LLC
on behalf of the Underwriter
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Vice President
Accepted and Acknowledged
As of the Date First Above
Written:
SAXON ASSET SECURITIES COMPANY
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
SAXON MORTGAGE, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
