Saxon Asset Securities Company
Mortgage Loan Asset Backed Certificates,
Series 2001-2
UNDERWRITING AGREEMENT
----------------------
Dated: July 26, 2001
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 2001-2, Class
- ----------- AF-1, Class AF- 2, Class AF-3, Class AF-4, Class AF-5, Class
AF-6, Class AV-1, Class AV-2, Class A-IO, Class M-1, Class
M-2, Class B-1, Class X-IO, Class C and Class R (collectively,
the "Certificates"). The Class AF-1, Class AF-2, Class AF-3,
Class AF-4, Class AF-5, Class AF-6, Class AV-1, Class A-IO,
Class AV-2, Class M-1, Class M-2 and Class B-1 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 Greenwich Capital Markets, Inc., Credit Suisse First Boston Corporation,
First Union Securities, Inc. and J. P. Morgan Securities Inc.. (collectively,
the "Underwriters"), and the Underwriters hereby agree to purchase from the
Company, on or about August 2, 2001, 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 Standard & Poor's Rating Service
("S&P"), and Moody's Investors Service ("Moody's" and together with S&P, 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 August 2, 2001 by and between the
company and SMI and the Trust Agreement (as defined below) each being in form
and substance satisfactory to the Underwriters.
The Certificates will be issued pursuant to a Trust Agreement, dated as
of July 1, 2001 (the "Trust Agreement"), by and among the Company, SMI, as
Master Servicer (the "Master Servicer"), and Bankers Trust Company 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 two 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. 333-87351 and 333- 65718.
Aggregate Scheduled Principal Balance of Mortgage Loans: Approximately
$534,942,259 (as of the Cut-off Date), including approximately $286,393,593 of
fixed-rate Mortgage Loans and approximately $248,548,666 of Variable Rate
Mortgage Loans. In addition, approximately $44,000,000 will be deposited into
the Pre-Funding Account.
Cut-Off Date: As of the close of business July 1, 2001.
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Terms of the Certificates:
Proposed
Initial Pass- Ratings by
Series 2001-2 Principal Through Moody's and Sale of the
Designation Amount Rate S&P CUSIP Number Certificates
- ---------------------------------------------------------------------------------------------
Class AF-1 $ 111,500,000 (3) Aaa/AAA 805564JG7 (7)
- ---------------------------------------------------------------------------------------------
Class AF-2 $ 37,100,000 5.130%(4) Aaa/AAA 805564JH5 (7)
- ---------------------------------------------------------------------------------------------
Class AF-3 $ 53,200,000 5.564%(4) Aaa/AAA 805564JJ1 (7)
- ---------------------------------------------------------------------------------------------
Class AF-4 $ 32,800,000 6.190%(4) Aaa/AAA 805564JK8 (7)
- ---------------------------------------------------------------------------------------------
Class AF-4 $ 32,800,000 6.190%(4) Aaa/AAA 805564JK8 (7)
- ---------------------------------------------------------------------------------------------
Class AF-6 $ 26,000,000 6.312%(4) Aaa/AAA 805564JM4 (7)
- ---------------------------------------------------------------------------------------------
Class AV-1 $ 185,000,000 (3) Aaa/AAA 805564JN2 (7)
- ---------------------------------------------------------------------------------------------
Class AV-2 $ 74,891,000 (3) Aaa/AAA 805564JP7 (7)
- ---------------------------------------------------------------------------------------------
Class A-IO (1) 6.250% Aaa/AAA 805564JQ5 (7)
- ---------------------------------------------------------------------------------------------
Class M-1 $ 45,529,000 (3) Aa2/AA 805564JR3 (7)
- ---------------------------------------------------------------------------------------------
Class M-2 $ 26,016,000 (3) A2/A 805564JS1 (7)
- ---------------------------------------------------------------------------------------------
Class B-1 $ 19,512,000 (3) Baa2/BBB 805564JT9 (7)
- ---------------------------------------------------------------------------------------------
Class X-IO (2) (5) Aaa/AAA 805564JU6 (7)
- ---------------------------------------------------------------------------------------------
Class P N/A N/A (6) N/A (8)
- ---------------------------------------------------------------------------------------------
Class C N/A N/A (6) N/A (8)
- ---------------------------------------------------------------------------------------------
Class R N/A N/A (6) N/A (8)
- ---------------------------------------------------------------------------------------------
- -------------------------
(1) The Class A-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 $148,228,000.
(2) The Class X-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 AF-1, AV-1, AV-2, M-1, M-2 and B-1
Certificates, to an increase for any Distribution Date after the
Initial Optional Termination Date), as set forth in the Trust
Agreement, (ii) the Net WAC Cap (as defined in the Trust Agreement) and
(iii) the Maximum Cap Rate (as defined in the Trust Agreement).
(4) On any Distribution Date, the Pass-Through Rates for the Class AF-2,
Class AF-3, Class AF-4, Class AF-5 and Class AF-6 Certificates will
equal the lesser of (i) the Pass-Through Rate set forth above (subject,
in the case of the AF-5 and AF-6 Certificates, to a 0.50% increase for
any Distribution Date after the Initial Optional Termination Date) and
(ii) the Net WAC Cap (as defined in the Trust Agreement).
(5) On any Distribution Date, the Class X-IO Pass-Through Rate will equal
to the less of (a) for each Distribution Date up to and including the
Distribution Date in July 2003, 0.275%, and for each Distribution Date
thereaft er, 0.10%; and (b) the excess, if any, of the Net WAC Cap (as
defined in the Trust Agreement) over the product of (i) 2 and (ii) the
Adjusted Net Rate (as defined in the Trust Agreement).
(6) No ratings have been requested by the Underwriters for the Class P,
Class C and Class R 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 C, Class P, and Class R 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 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 August 2001.
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 a REMIC. The Class R
Certificates will be designated as the "residual interest" in a REMIC. The Class
P Certificates do not represent an interest in any REMIC created under the Trust
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 AF-2, Class AF-3, Class AF-4, Class
AF-5, Class AF-6 and Class A-IO Certificates, accrued interest at the applicable
Pass-Through Rate from the close of business on July 1, 2001 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
--------------
Class AF-1 100%
Class AF-2 100%
Class AF-3 100%
Class AF-4 100%
Class AF-5 100%
Class AF-6 100%
Class AV-1 100%
Class AV-2 100%
Class M-1 100%
Class M-2 100%
Class B-1 100%
Class A-IO 11.92292%
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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Greenwich
Series 2001-2 Capital Credit Suisse First Union J.P. Morgan
Designation Markets, Inc. First Boston Securities, Inc. Securities Inc.
- --------------------------------------------------------------------------------
Class AF-1 $ 27,875,000 $ 27,875,000 $ 27,875,000 $ 27,875,000
- --------------------------------------------------------------------------------
Class AF-2 9,275,000 9,275,000 9,275,000 9,275,000
- --------------------------------------------------------------------------------
Class AF-3 13,300,000 13,300,000 13,300,000 13,300,000
- --------------------------------------------------------------------------------
Class AF-4 8,200,000 8,200,000 8,200,000 8,200,000
- --------------------------------------------------------------------------------
Class AF-5 9,715,500 9,715,500 9,715,500 9,715,500
- --------------------------------------------------------------------------------
Class AF-6 6,500,000 6,500,000 6,500,000 6,500,000
- --------------------------------------------------------------------------------
Class AV-1 46,250,000 46,250,000 46,250,000 46,250,000
- --------------------------------------------------------------------------------
Class AV-2 18,722,750 18,722,750 18,722,750 18,722,750
- --------------------------------------------------------------------------------
Class A -IO 95,614,0001 - - -
- --------------------------------------------------------------------------------
Class M -1 11,382,250 11,382,250 11,382,250 11,382,250
- --------------------------------------------------------------------------------
Class M -2 6,504,000 6,504,000 6,504,000 6,504,000
- --------------------------------------------------------------------------------
Class B-1 4,878,000 4,878,000 4,878,000 4,878,000
- --------------------------------------------------------------------------------
------------
1 Class A-IO has an original class notional balance of $ 148, 228, 000.
Greenwich Capital Markets, Inc. is purchasing the stated amount of the
Class A-IO Certificates and the Company will retain the difference
between the original class notional balance and the stated amount
purchased by Greenwich Capital Markets, Inc.
Closing Date and Location: 10:00 a.m. Eastern Time on or about August
2, 2001, at the offices of McKee Nelson LLP, 1919 M Street, NW, Washington, DC
20036.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 P, Class C and Class R Certificates in certificated,
fully-registered form on or about August 2, 2001.
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.
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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 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: Bankers Trust Company 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 Dewey Ballantine 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 California 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 Greenwich Capital
Markets, Inc., 600 Steamboat Road, Greenwich, Connecticut 06830.
* * * * *
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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.
GREENWICH CAPITAL MARKETS, INC.
on behalf of the Underwriters
By: /s/ FRANK SKIBO
---------------------------------
Name: Frank Skibo
Title: Senior Vice President
Accepted and Acknowledged
As of the Date First Above
Written:
SAXON ASSET SECURITIES COMPANY
By: /s/ ERNEST G. BRETANA
----------------------------------
Name: Ernest G. Bretana
Title: Vice President
SAXON MORTGAGE, INC.
By: /s/ ERNEST G. BRETANA
----------------------------------
Name: Ernest G. Bretana
Title: Assistant Vice President
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