Saxon Asset Securities Co Sample Contracts

Saxon Asset Securities Company Mortgage Loan Asset Backed Certificates, Series ____-__
Underwriting Agreement • September 26th, 2001 • Saxon Asset Securities Co • Asset-backed securities • New York
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WITNESSETH THAT
Pooling and Servicing Agreement • December 20th, 2001 • Saxon Asset Securities Co • Asset-backed securities • New York
EXECUTION Saxon Asset Securities Company Mortgage Loan Asset Backed Certificates, Series 1996-2 UNDERWRITING AGREEMENT
Underwriting Agreement • January 17th, 1997 • Saxon Asset Securities Co • Asset-backed securities • New York
TRUST AGREEMENT
Trust Agreement • April 11th, 2001 • Saxon Asset Securities Co • Asset-backed securities
SERIES 1997-2 TRUST AGREEMENT
Trust Agreement • July 9th, 1997 • Saxon Asset Securities Co • Asset-backed securities • Virginia
SERIES 1999-5
Trust Agreement • December 8th, 1999 • Saxon Asset Securities Co • Asset-backed securities
Saxon Asset Securities Company Mortgage Loan Asset Backed Certificates, Series 1999-5
Underwriting Agreement • December 8th, 1999 • Saxon Asset Securities Co • Asset-backed securities
FIRST AMENDMENT TO TRUST AGREEMENT
Trust Agreement • May 1st, 2002 • Saxon Asset Securities Co • Asset-backed securities • New York

THIS FIRST AMENDMENT dated as of April 24, 2002 (this “Amendment”), to the Trust Agreement, dated as of February 1, 1999 (the “Agreement”), and the Standard Terms to Trust Agreement (January 1997 Edition) (the “Standard Terms”) incorporated therein, among SAXON ASSET SECURITIES COMPANY, a Virginia corporation (the “Depositor”), SAXON MORTGAGE, INC., a Virginia corporation, as master servicer (the “Master Servicer”), and JPMORGAN CHASE BANK (formerly Chase Bank of Texas, National Association), a New York banking corporation, as trustee (the “Trustee”), and also in the capacities of Certificate Registrar and Paying Agent pursuant to the Trust Agreement.

FORM OF TRUST AGREEMENT among SAXON ASSET SECURITIES COMPANY, as Depositor, [ ], as Owner Trustee and [ ], as Administrator
Trust Agreement • February 9th, 2006 • Saxon Asset Securities Co • Asset-backed securities • Delaware
SUBSEQUENT SALES AGREEMENT
Subsequent Sales Agreement • May 18th, 2004 • Saxon Asset Securities Co • Asset-backed securities

This SUBSEQUENT SALES AGREEMENT (the “Agreement”) made on May 18, 2004, by Saxon Mortgage, Inc., a Virginia corporation (“Saxon Mortgage”) and Saxon Asset Securities Company, a Virginia corporation (“Saxon”), and acknowledged by Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”).

SUBSEQUENT SALES AGREEMENT
Subsequent Sales Agreement • April 11th, 2003 • Saxon Asset Securities Co • Asset-backed securities

This SUBSEQUENT SALES AGREEMENT (“Agreement”) made on March 31, 2003, by Saxon Mortgage, Inc., a Virginia corporation ("Saxon Mortgage"), and Saxon Asset Securities Company, a Virginia corporation ("Saxon"), and acknowledged by Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).

SUBSEQUENT SALES AGREEMENT
Subsequent Sales Agreement • September 22nd, 2004 • Saxon Asset Securities Co • Asset-backed securities

This SUBSEQUENT SALES AGREEMENT (the “Agreement”) made on September 16, 2004, by Saxon Mortgage, Inc., a Virginia corporation (“Saxon Mortgage”) and Saxon Asset Securities Company, a Virginia corporation (“Saxon”), and acknowledged by Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”).

SUBSEQUENT SALES AGREEMENT
Subsequent Sales Agreement • May 20th, 2002 • Saxon Asset Securities Co • Asset-backed securities

This SUBSEQUENT SALES AGREEMENT (“Agreement”) made on May 9, 2002, by Saxon Mortgage, Inc., a Virginia corporation ("Saxon Mortgage") and Saxon Asset Securities Company, a Virginia corporation ("Saxon"), and acknowledged by Deutsche Bank Trust Company Americas, as trustee, formerly, Bankers Trust Company, as trustee (the “Trustee”).

ASSET SECURITIES COMPANY $ [ ] (Approximate) Asset Backed [Certificates][Notes] Series 20[ ]-[ ] UNDERWRITING AGREEMENT
Asset Securities • February 9th, 2006 • Saxon Asset Securities Co • Asset-backed securities • New York

Saxon Asset Securities Company (the “Depositor”), a Virginia corporation, has authorized the issuance and sale of Asset Backed [Certificates][Notes], Series 20[ ]-[ ] (the [“Certificates”][“Notes”]). The [Certificates][Notes] are designated as (i) the Class [ ] and Class [ ] [Certificates][Notes] (the [“Underwritten Certificates”][“Underwritten Notes”]). [Also to be issued are the [designation of any non-offered securities]].

SUBSEQUENT SALES AGREEMENT
Subsequent Sales Agreement • December 15th, 2004 • Saxon Asset Securities Co • Asset-backed securities

This SUBSEQUENT SALES AGREEMENT (the “Agreement”) made on December 10, 2004, by Saxon Funding Management, Inc., a Delaware corporation (“Saxon Funding”), and Saxon Asset Securities Company, a Virginia corporation (“Saxon”), and acknowledged by Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”).

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SUBSEQUENT SALES AGREEMENT
Subsequent Sales Agreement • July 2nd, 2003 • Saxon Asset Securities Co • Asset-backed securities

This SUBSEQUENT SALES AGREEMENT (the “Agreement”) made on June 17, 2003, by Saxon Mortgage, Inc., a Virginia corporation ("Saxon Mortgage") and Saxon Asset Securities Company, a Virginia corporation ("Saxon"), and acknowledged by Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).

SUBSEQUENT SALES AGREEMENT
Subsequent Sales Agreement • September 9th, 2002 • Saxon Asset Securities Co • Asset-backed securities

This SUBSEQUENT SALES AGREEMENT ("Agreement") made on August 28, 2002, by Saxon Mortgage, Inc., a Virginia corporation ("Saxon Mortgage") and Saxon Asset Securities Company, a Virginia corporation ("Saxon"), and acknowledged by Deutsche Bank Trust Company Americas, as trustee (the "Trustee").

Saxon Asset Securities Company Mortgage Loan Asset Backed Certificates, Series 2003-2 UNDERWRITING AGREEMENT
Underwriting Agreement • June 12th, 2003 • Saxon Asset Securities Co • Asset-backed securities • New York

The Certificates will be issued pursuant to a Pooling and Servicing Agreement, dated as of May 1, 2003 (the “Pooling and Servicing Agreement”), by and among the Company, SMI, as Master Servicer (the “Master Servicer”), Saxon Mortgage Services, Inc., as Servicer (the “Servicer”) and Deutsche Bank Trust Company Americas, as 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, which will consist primarily of three groups of conventional, one- to four-family, mortgage loans with original terms to stated maturity of not more than 30 years with the characteristics described in the Prospectus Supplement (the “Mortgage Loans”).

SMF SUBSEQUENT SALES AGREEMENT
SMF Subsequent Sales Agreement • April 11th, 2003 • Saxon Asset Securities Co • Asset-backed securities • New York

SMF SUBSEQUENT SALES AGREEMENT, dated March 31, 2003, among Saxon Asset Securities Company, a Virginia corporation (“SAXON”), Saxon Merrill Facility, Inc., a Virginia corporation (“SMF”), and Saxon Mortgage, Inc. (the “Diligence Agent”), and acknowledged by Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).

Saxon Asset Securities Company Mortgage Loan Asset Backed Certificates, Series 2003-1 UNDERWRITING AGREEMENT
Underwriting Agreement • March 21st, 2003 • Saxon Asset Securities Co • Asset-backed securities • New York

The Certificates will be issued pursuant to a Pooling and Servicing Agreement, dated as of March 1, 2003 (the “Pooling and Servicing Agreement”), by and among the Company, SMI, as Master Servicer (the “Master Servicer”), Saxon Mortgage Services, Inc., as Servicer (the “Servicer”) and Deutsche Bank Trust Company Americas, as 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, which will consist primarily of three pools of conventional, one- to four-family, mortgage loans with original terms to stated maturity of not more than 30 years with the characteristics described in the Prospectus Supplement (the “Mortgage Loans”).

Saxon Asset Securities Trust Mortgage Loan Asset Backed Securities, Series 2004-1 UNDERWRITING AGREEMENT
Underwriting Agreement • March 2nd, 2004 • Saxon Asset Securities Co • Asset-backed securities • New York

Underwriting Agreement: Subject to the terms and conditions set forth and incorporated by reference herein, the Company hereby agrees to sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston LLC, J.P. Morgan Securities Inc. and Greenwich Capital Markets, Inc. (collectively, the “Underwriters”), and the Underwriters hereby agree to purchase from the Company, on or about February 19, 2004, the Underwritten Securities 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 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 Securities; (ii) receipt of a Prospectus Supplement; (iii) receipt of the Sales Agreement, dated as of February 19, 2004, by and between the Company and SMI; (iv) receipt of the Sale

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