FORM OF POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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Title: FORM OF POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 2/9/2006

FORM OF

POOLING AND SERVICING AGREEMENT

, Parties: saxon asset securities co , saxon mortgage inc , saxon mortgage services inc

Exhibit 4.1

SAXON ASSET SECURITIES COMPANY,

Depositor

[SAXON MORTGAGE, INC.],

Master Servicer

[SAXON MORTGAGE SERVICES, INC.],

Servicer

and

[ ]

Trustee

_____________________________________________________

FORM OF

POOLING AND SERVICING AGREEMENT

Dated as of [ ]

_____________________________________________________

[SAXON ASSET SECURITIES] TRUST [ ]

MORTGAGE LOAN ASSET BACKED CERTIFICATES, SERIES [ ]

TABLE OF CONTENTS

Page

ARTICLE 1

DEFINITIONS

Section 1.1

Defined Terms

ARTICLE 2 CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND

WARRANTIES

Section 2.1

Conveyance of Mortgage Loans.

Section 2.2

Acceptance by Trustee of the Mortgage Loans.

Section 2.3

Representations, Warranties and Covenants of the Depositor, Servicer

and Master Servicer.

Section 2.4

Delivery of Opinion of Counsel in Connection with Substitutions.

Section 2.5

Execution and Delivery of Certificates.

Section 2.6

[Purchase of Subsequent Mortgage Loans].

Section 2.7

[Pre-Funding Account].

ARTICLE 3 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.1

Servicer to Service Mortgage Loans.

Section 3.2

Subservicing; Enforcement of the Obligations of Servicers.

Section 3.3

Rights of the Depositor and the Trustee in Respect of the Servicer.

Section 3.4

Master Servicer to Act as Servicer.

Section 3.5

Collection of Mortgage Loan Payments; Collection Account; Distribution

Account.

Section 3.6

Collection of Taxes, Assessments and Similar Items; Escrow Accounts.

Section 3.7

Access to Certain Documentation and Information Regarding

the Mortgage Loans.

Section 3.8

Permitted Withdrawals from the Collection Account, Master

Servicer Custodial Account and Distribution Account.

Section 3.9

Maintenance of Hazard Insurance; Maintenance of

Primary Insurance Policies.

Section 3.10

Enforcement of Due-on-Sale Clauses; Assumption Agreements.

Section 3.11

Realization Upon Defaulted Mortgage Loans; Repurchase of

Certain Mortgage Loans.

Section 3.12

Trustee to Cooperate; Release of Mortgage Files.

Section 3.13

Documents Records and Funds in Possession of Servicer

to be Held for the Trustee.

Section 3.14

Servicing Compensation.

Section 3.15

Access to Certain Documentation.

Section 3.16

Annual Statement as to Compliance.

Section 3.17

Annual Independent Public Accountants’ Servicing Statement.

Section 3.18

Errors and Omissions Insurance; Fidelity Bonds.

Section 3.19

Advances.

Section 3.20

Advance Facility.

Section 3.21

Prepayment Penalties.

ARTICLE 4 DISTRIBUTIONS

Section 4.1

Priorities of Distribution.

Section 4.2

Method of Distribution.

Section 4.3

Allocation of Losses.

Section 4.4

Reports to the Depositor and the Trustee.

Section 4.5

Reports by or on Behalf of the Master Servicer.

Section 4.6

[Basis Risk Reserve Fund].

Section 4.7

[The Instrument.

Section 4.8

The Calculation Agent.

Section 4.9

[Cap Agreement Reserve Fund].

Section 4.10

[Supplemental Interest Trust].

ARTICLE 5 THE CERTIFICATES

Section 5.1

The Certificates.

Section 5.2

Certificate Register; Registration of Transfer and Exchange of

Certificates.

Section 5.3

Mutilated, Destroyed, Lost or Stolen Certificates.

Section 5.4

Persons Deemed Owners.

Section 5.5

Access to List of Certificateholders’ Names and Addresses.

Section 5.6

Maintenance of Office or Agency.

ARTICLE 6 THE DEPOSITOR, THE SERVICER AND MASTER SERVICER

Section 6.1

Respective Liabilities of the Depositor, Servicer and Master Servicer.

Section 6.2

Merger or Consolidation of the Depositor, Servicer and Master Servicer.

Section 6.3

Limitation on Liability of the Depositor, the Servicer, the Master

Servicer and Others.

Section 6.4

Limitation on Resignation of Servicer.

Section 6.5

Annual Statement as to Compliance.

Section 6.6

Annual Independent Public Accountants’ Servicing Statement.

ARTICLE 7 SERVICER DEFAULT

Section 7.1

Events of Default.

Section 7.2

Notification to Certificateholders.

ARTICLE 8 CONCERNING THE TRUSTEE

Section 8.1

Duties of Trustee.

Section 8.2

Certain Matters Affecting the Trustee.

Section 8.3

Trustee Not Liable for Certificates or Mortgage Loans.

Section 8.4

Trustee May Own Certificates.

Section 8.5

Trustee’s Fees and Expenses.

Section 8.6

Eligibility Requirements for Trustee.

Section 8.7

Resignation and Removal of Trustee.

Section 8.8

Successor Trustee.

Section 8.9

Merger or Consolidation of Trustee.

Section 8.10

Appointment of Co-Trustee or Separate Trustee.

Section 8.11

Tax Matters.

Section 8.12

Trustee Exchange Act Reporting Requirements.

Section 8.13

Reports Filed with the Securities and Exchange Commission.

ARTICLE 9 TERMINATION

101

Section 9.1

Termination upon Liquidation or Purchase of all Mortgage Loans.

101

Section 9.2

Final Distribution on the Certificates.

103

Section 9.3

Additional Termination Requirements.

104

ARTICLE 10 ADMINISTRATION AND SERVICING OF MORTGAGE

LOANS BY THE MASTER SERVICER

104

Section 10.1

Duties of the Master Servicer.

104

Section 10.2

Compensation to the Master Servicer.

105

Section 10.3

Termination of Master Servicer; Trustee to Act.

105

Section 10.4

Notification to Certificateholders.

107

ARTICLE 11 MISCELLANEOUS PROVISIONS

107

Section 11.1

Amendment.

107

Section 11.2

Recordation of Agreement; Counterparts.

109

Section 11.3

Governing Law.

109

Section 11.4

Intention of Parties.

109

Section 11.5

Notices.

110

Section 11.6

Severability of Provisions.

111

Section 11.7

Assignment.

111

Section 11.8

Limitation on Rights of Certificateholders.

111

Section 11.9

Inspection and Audit Rights.

112

Section 11.10

Certificates Nonassessable and Fully Paid.

112

Section 11.11

Limitations on Actions; No Proceedings.

112

Section 11.12

Mortgage Data.

113

SCHEDULES

Schedule I:

Mortgage Loan Schedule (By Group)

S-I-1

Schedule IA:

[SMI] Mortgage Schedule

S-IA-1

Schedule IB:

Warehouse Mortgage Schedule

S-IB-1

Schedule II:

Pass-Through Rate Schedule

S-II-1

EXHIBITS

Exhibit A:

Form of Senior Certificates

A-1

Exhibit B:

Form of Subordinate Certificates

B-1

Exhibit C:

Form of Initial Certification of Trustee

C-1

Exhibit D:

Form of Final Certification of Trustee

D-1

Exhibit E:

U.S. Person Affidavit

E-1

Exhibit F:

Form of Transferor Certificate

F-1

Exhibit G-1:

Form of Investment Letter (Non-Rule 144A)

G-1-1

Exhibit G-2:

Benefit Plan Affidavit

G-2-1

Exhibit H:

Form of Rule 144A Letter – QIB Certification

H-1

Exhibit I:

Request for Release of Documents and Receipt

I-1

Exhibit J:

[Reserved]

J-1

Exhibit K:

Form of Remittance Agency Agreement

K-1

Exhibit L:

Form of Security Release Certification

L-1

Exhibit M:

Warehouse Sellers

M-1

Exhibit N:

[Reserved]

N-1

Exhibit O:

Form of Certification to be Provided to the Depositor by the Trustee

O-1

Exhibit P:

Form of Certification to be Provided to the Depositor by the Servicer

P-1

Exhibit Q:

[Interest Rate Swap Agreement]

Q-1

Exhibit R:

[Class [ ] Cap Agreement]

R-1

THIS POOLING AND SERVICING AGREEMENT, dated as of [ ] (this “Agreement”) among SAXON ASSET SECURITIES COMPANY, a Virginia corporation, as depositor (the “Depositor”), [SAXON MORTGAGE, INC., a Virginia corporation], as master servicer (the “Master Servicer”), [SAXON MORTGAGE SERVICES, INC., a Texas corporation], as servicer (the “Servicer”), and [ ], as trustee (the “Trustee”),

WITNESSETH THAT

In consideration of the mutual agreements herein contained, the parties hereto agree as follows:

PRELIMINARY STATEMENT

The Depositor is the owner of the assets that are hereby conveyed to the Trustee in return for the Certificates. For federal income tax purposes, the Trust Fund shall comprise [multiple] REMICs organized in a tiered REMIC structure in the manner set forth in Schedule III hereto. The Certificates will represent the entire beneficial ownership interest in the Trust Fund.

This Preliminary Statement includes definitions of principal terms of the Certificates. In addition, the following table sets forth the initial Class Certificate Balances of the Certificates and the minimum denominations (or Percentage Interests) and integral multiples in excess thereof in which such Classes shall be issuable (except that one Certificate of each Class of Certificates may be issued in a different amount):

Class Designation

Initial Class

Certificate Balance

Minimum Percentage Interest/Denomination

Integral Multiples in Excess Minimum

Class [ ]

$[ ]

Class [ ]

$[ ]

[ ]

Account Designation :

[Saxon Asset Securities] Trust [ ] Mortgage Loan Asset Backed Certificates, Series [ ].

Adverse REMIC Event :

Either (i) loss of status as a REMIC, within the meaning of Section 860D of the Code, for any group of assets identified as a REMIC in Schedule III of this Agreement, or (ii) imposition of any tax, including the tax imposed under Section 860F(a)(1) on prohibited transactions, and the tax imposed under Section 860G(d) on certain contributions to a REMIC, on any REMIC created hereunder.

Assumed Investment Rate :

Not applicable.

Book-Entry Certificates :

All Classes of Certificates other than the Physical Certificates.

Calculation Agent :

[ ], and its successors and assigns in such capacity.

[Cap Agreement :

The interest rate cap agreement entered into with [ ], attached hereto as Exhibit R].

[Cap Agreement Reserve Fund :

The Eligible Account created hereunder pursuant to Section 4.9 into which payments under the Cap Agreement shall be deposited from time to time.]

[Cap Counterparty :

[ ].]

[Class [C] Distribution Amount :

With respect to any Distribution Date, the sum of (1) any Released Principal Amount for such date; and (2) all interest accrued on the interest only component of the [C] Interest in the Upper Tier REMIC as provided in Schedule III of this Agreement.]

Closing Date :

[ ].

Component Certificates :

[to be inserted as applicable].

Component Notional Principal

Balance :

[to be inserted as applicable].

Components :

[to be inserted as applicable].

Custodial Agreement :

The Custodial Agreement between the Custodian and Trustee dated as of [ ].

Custodian :

[ ], and its successors and assigns in such capacity.

Cut-off Date :

[ ].

Delay Certificates :

All interest-bearing Classes of Certificates other than the Non-Delay Certificates.

ERISA-Restricted Certificates :

On the Closing Date, [each of the Class [C] and Class R] Certificates; thereafter, the [Class [C] and Class R] Certificates and any Class of Certificates that no longer satisfies the applicable ratings requirement under the Underwriter’s Exemption.

ERISA-Restricted Swap

Certificates :

[to be inserted as applicable].

ERISA Qualifying Underwriting :

A best efforts or firm commitment underwriting that meets the requirements of the Underwriter’s Exemption.

Excess Interest :

For any Distribution Date, any amounts distributable pursuant to Section 4.1[ ].

[Extra Principal Distribution

Amount :

With respect to any Distribution Date, the lesser of

(x)

the sum of Excess Interest and Pledged Prepayment Penalties ( minus , on the first [ ] Distribution Dates, amounts payable prior to the Extra Principal Distribution Amount pursuant to Section 4.1[ ]); and

(y)

the excess of:

(i)

the Required Overcollateralization Amount

for such date, over

(ii)

the Overcollateralization Amount for such

date (assuming that all Principal Funds are

distributed as principal to the Certificates on such date).]

[Funding Period Termination Date :

[ ].]

Group :

[ ].

Group [ ] :

The pool of Mortgage Loans identified in the Mortgage Loan Schedule as having been assigned to Group [ ], including any related Subsequent Mortgage Loans and any Substitute Mortgage Loans delivered in replacement of any Mortgage Loan or Subsequent Mortgage Loan.

Group [ ] Certificate :

Any of the Class [ ] Certificates.

Group [ ] Class [ ] Certificate :

Any Group [ ] Certificate.

Group [ ] Class [ ] Certificate

Principal Balance :

For any Distribution Date, the sum of the Certificate Principal Balances for the Group [ ] Class [ ] Certificates.

Group [ ] Net WAC Cap :

As to any Distribution Date, a per annum rate equal to the product of (i) the [Weighted Average Net Rate] of the Mortgage Loans in Group [ ] multiplied by (ii) the quotient of 30 days divided by the actual number of days in the Accrual Period.

Group [ ] Senior Certificates :

The Class [ ] Certificates.

Group [ ] Senior Principal

Priorities :

The sequence of principal payments described in Section 4.1[ ].

Initial Distribution Date :

[ ].

Initial Optional Termination Date :

The first Distribution Date on or after which the aggregate Assumed Principal Balance of the Mortgage Loans is less than or equal to [10]% of the aggregate Assumed Principal Balance thereof as of the Cut-off Date.

Interest Determination Date :

With respect to the first Accrual Period, [ ], and with respect to any subsequent Accrual Period, the [second London Business Day] preceding such Accrual Period.

Interest Only Certificates :

[to be inserted as applicable].

Lower Tier Interest :

Any interest created in REMIC [ ].

Master Servicing Fee Rate :

[ ]% per annum.

[Maximum Cap Rate :

For any Distribution Date, a per annum rate that would equal the related Net WAC Cap for such date if such Net WAC Cap were determined under the assumption that (i) each adjustable rate Mortgage Loan had an interest rate equal to the maximum rate permitted under the terms of the related mortgage note, and (ii) each fixed rate Mortgage Loan had an interest rate equal to its stated fixed rate.]

MERS :

Mortgage Electronic Registration Systems, Inc., a Delaware corporation, or any successor in interest thereto.

MERS Mortgage Loan :

Any Mortgage Loan as to which the related Mortgage, or an assignment of Mortgage, has been or will be recorded in the name of MERS, as nominee for the holder from time to time of the Mortgage Note.

[Modified Cap Carryover Amount :

As to any Distribution Date and any Class of Certificates, the sum of (i) the excess of any Cap Carryover Amount for such Class calculated as if the Maximum Cap Rate included Net Swap Payments received from the Swap Counterparty not paid pursuant to clause [ ] of Section 4.10[ ] allocable to the applicable Group (expressed as a per annum rate based on the aggregate principal balance of the Mortgage Loans in that Group) over the Cap Carryover Amount and (ii) the unpaid portion of the excess described in clause (i) for any prior distribution date.]

Mortgage Loan Group :

[ ].

[Net Cap Carryover Amounts :

As to any Distribution Date and each of the Offered Certificates, any Cap Carryover Amounts remaining for such date and Class after application of amounts received under the Swap Agreement.]

Net Pledged Prepayment Penalties :

[to be provided if applicable].

Net Rate :

As to each Mortgage Loan and Distribution Date, the related Mortgage Rate as of the Determination Date immediately preceding such Distribution Date less the sum of the related Servicing Fee Rate and Master Servicing Fee Rate with respect to each Mortgage Loan.

[Net Swap Payment :

The net payment required to be made one Business Day prior to each Distribution Date either by (a) the Supplemental Interest Trust to the Swap Counterparty to the extent that the fixed amount exceeds the corresponding floating amount, or (b) by the Swap Counterparty to the Supplemental Interest Trust, to the extent the floating amount exceeds the corresponding fixed amount.]

[Net WAC Cap :

Any of the Group [ ] Net WAC Cap, Group [ ] Net WAC Cap, as applicable.]

Non-MERS Mortgage Loan :

Any Mortgage Loan other than a MERS Mortgage Loan.

Notional Amount Certificates :

[to be inserted as applicable].

Notional Principal Balance :

[to be inserted as applicable].

Offered Certificates :

The Class [ ] Certificates.

[Original Pre-Funded Amount :

$[ ], $[ ] of which may be applied to the purchase of additional fixed rate and adjustable rate Mortgage Loans for Group [ ] and $[ ] of which may be applied to the purchase of additional fixed rate and adjustable rate Mortgage Loans for Group [ ].

Physical Certificates :

[The Private Certificates.]

[Pledged Prepayment Penalties :

For any Distribution Date, is an amount equal to the lesser of (i) the prepayment penalties collected during the related Prepayment Period and (ii) the sum of (x) 100% of the Prepayment Penalties owed and not waived by the Servicer for the related Prepayment Period and (y) the aggregate amount, if any, by which (ii)(x) exceeded (i) for the prior Distribution Date.]

Principal Only Certificates :

[to be inserted as applicable].

Principal Percentage :

With respect to each Distribution Date and Group, the percentage equivalent of a fraction, the numerator of which is the Principal Funds for such Group and Distribution Date, and the denominator of which is the Principal Funds for all of the Groups and such Distribution Date.

Private Certificate :

[to be inserted as applicable].

[Rate of Payment :

The applicable rate of payment under the Swap Agreement.]

Rating Agencies :

[S&P, Fitch and Moody’s].

Record Date :

[The close of business on the Business Day immediately preceding such Distribution Date.]

Regular Certificates :

[to be inserted as applicable].

[Required Overcollateralization

Amount :

With respect to any Distribution Date:

(i)

prior to the Stepdown Date, the product of the Specified Target Percentage for such date and the Assumed Principal Balance of the Mortgage Loans as of the Cut-off Date;

(ii)

on and after the Stepdown Date, if a Trigger Event is not in effect, the greater of:

(x)

the lesser of:

(I)

[ ]% of the Assumed

Principal Balance for the

Mortgage Loans as of the Cut

Off Date, and

(II)

[ ]% of the Assumed

Principal Balance of the

Mortgage Loans on the

preceding Determination

Date, and

(y)

[ ]% of the Assumed Principal Balance of the Mortgage Loans as of the Cut-off Date; and

(iii)

if a Trigger Event is in effect, the Overcollateralization Amount as of the preceding Distribution Date.]

[Required Reserve Fund Deposit :

For any Distribution Date on which the difference between (a) the [ ] Net WAC Cap for such date, and (b) the weighted average of the rates on the Offered Certificates is less than [ ]%, an amount that would cause the balance held in the Basis Risk Reserve Fund to equal [ ]% of the Assumed Principal Balance of the Mortgage Loans for such date, and, for any other Distribution Date, the amount that would cause the balance held in the Basis Risk Reserve Fund to equal $[1,000].]

Residual Certificates :

The Class R Certificates.

Senior Certificates :

Any Class of Certificates including the letter “A” in its class designation.

Servicing Fee Rate :

With respect to each Distribution Date and each Mortgage Loan, the scheduled principal balance of such Mortgage Loan on the first day of the Due Period with respect to such Distribution Date, multiplied by one-twelfth of [ ]% per annum.

[Servicing Trigger Event :

With respect to each determination date, a Servicing Trigger Event exists if Total Calculated Cumulative Losses exceed: (i) [ ]% on any Determination Date up to, and including, the [fifth] anniversary of the Cut-off Date; or (ii) [ ]% on any Determination Date from the [fifth] to, and including, the [tenth] anniversary of the Cut-off Date. Following the [tenth] anniversary of the Cut-off Date, no Servicing Trigger Event shall exist.]

[Specified Strike Rate :

With respect to the Cap Agreement and each applicable Distribution Date, the applicable percentage for such Distribution Date specified in the Cap Agreement.]

[Specified Target Percentage :

[ ]%.]

[Stepdown Date :

The earlier to occur of:

(i)

the later to occur of:

(A)

the Distribution Date in [ ], and

(B)

the first Distribution Date on which the Class Certificate Principal Balance of the [Senior] Certificates immediately prior to such Distribution Date (less the Principal Funds for such Distribution Date) is less than or equal to [ ]% of the Assumed Principal Balance on such date, and

(ii)

the Distribution Date after which the Class Certificate Balance of the [Senior] Certificates has been reduced to zero.]

Subordinate Certificates :

Any Class [ ] and Class [ ] Certificate.

[Subordinate Net WAC Cap :

With respect to any Distribution Date, a per annum rate equal to the weighted average of the [Group [ ] Net WAC Cap and the Group [ ] Net WAC Cap] weighted on the basis of the Group Subordinate Amount for Group [ ] and Group [ ], respectively.]

[Subsequent Delivery

Requirements :

After giving effect to the acquisition of all Subsequent Mortgage Loans, the Mortgage Loans in the Trust as of their respective Cut-off Dates:

(i)

shall have a weighted average Mortgage Rate of not less than [ ]% per annum;

(ii)

shall have a weighted average original Combined Loan-to-Value Ratio not in excess of [ ]%;

(iii)

shall be Mortgage Loans at least [ ]% of which (by Stated Principal Balance) shall be classified by [Saxon Mortgage, Inc.] as “[ ]” or better; and

(iv)

shall have a weighted average credit score of not less than [ ].

[Supplemental Interest Trust :

A separate trust created under the agreement that will hold the Swap Agreement.]

[Supplemental Interest Trust

Account :

A trust account maintained on behalf of the Supplemental Interest Trust by the Trustee.]

[Supplemental Interest Trust

Amount :

For any Distribution Date, the sum of any Net Swap Payment and any Swap Termination Payment either (i) deposited in the Supplemental Interest Trust or (ii) received from the Swap Counterparty pursuant to the terms of the Swap Agreement.]

[Swap Agreement :

The interest rate swap agreement documented pursuant to the ISDA Master Agreement, together with a schedule and confirmation, between the Trustee, on behalf of the Supplemental Interest Trust, and the Swap Counterparty.]

[Swap Counterparty :

[ ] and any permitted successor thereto.]

[Swap Counterparty Trigger

Event :

The occurrence of any of the following events: (i) an event of default under the Swap Agreement with respect to which the Swap Counterparty is a “defaulting party,” (ii) a termination event under the Swap Agreement with respect to which the Swap Counterparty is the sole “affected party” or (iii) an “additional termination event” under the Swap Agreement with respect to which the Swap Counterparty is the sole “affected party.”]

[Swap Rate :

For any Distribution Date, a rate (expressed on a per annum basis) determined for each Group by dividing any Net Swap Payment or Swap Termination Payment (other than a Swap Termination Payment arising out of a Swap Counterparty Trigger Event) owed to the Swap Counterparty allocable to that Group (based on the applicable Group Percentage) by the aggregate principal balance of the Mortgage Loans in that Group.]

[Swap Termination Payment :

Any termination payment that either the Supplemental Interest Trust or the Swap Counterparty may be liable to make to the other on any early termination date under the Swap Agreement.]

[Target Percentage :

For the [ ] Certificates, [ ]%; and for the [ ] Certificates, [ ]%.]

Total Calculated Cumulative

Losses :

As of any Determination Date, the sum of the aggregate amount of losses that have been experienced as of such Determination Date as a percentage of the Assumed Principal Balance as of the Cut-off Date.

[Trigger Event:

With respect to any Distribution Date after the Stepdown Date, a Trigger Event exists if either (x) the quotient (expressed as a percentage) of:

(i)

the Stated Principal Balances of all 60 or more days Delinquent Mortgage Loans (including Mortgage Loans subject to bankruptcy or foreclosure proceedings and REO Property), and

(ii)

the Assumed Principal Balance of the Mortgage Loans as of the preceding Determination Date

exceeds [ ]% of the Senior Credit Enhancement Percentage or (y) Realized Losses occurring since the Closing Date as a percentage of the Assumed Principal Balance as of the Cut-off Date, for the related Distribution Date, are greater than:

Distribution Date	Cumulative Loss Percentage

Trustee Fee Rate :

[ ]% per annum.

Trustee Series Designation :

[ ]

Underwriters :

[ ]

Upper Tier REMIC :

REMIC [ ].

Underwriter’s Exemption :

Prohibited Transaction Exemption [ ], as most recently amended and restated by Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (August 22, 2002).

Voting Rights :

The voting rights of the trust will be allocated as follows:

(i)

[ ]% to the [ ] Certificates [in proportion to their respective outstanding Certificate Principal Balances]; and

(ii)

[ ]% to each of the Class [ ] Certificates; [provided that such amounts allocated to the Class [ ] Certificates shall be allocated evenly between the Class [ ] and Class [ ] Certificates].

With respect to any of the foregoing designations as to which the corresponding reference is “None,” “Not applicable” or “N/A,” all defined terms and provisions herein relating solely to such designations shall be of no force or effect, and any calculations herein incorporating references to such designations shall be interpreted without reference to such designations and amounts. Defined terms and provisions herein relating to statistical rating agencies not designated above as Rating Agencies shall be of no force or effect.

For purposes of this Agreement (and construction of the applicable terms and provisions hereof), [the Class [ ] Certificates “relate” to Group [ ]; the Class [ ] Certificates “relate” to Group [ ] and the [ ] Certificates “relate” to Group [ ] and Group [ ].]

ARTICLE 1

DEFINITIONS

Section 1.1

Defined Terms

Whenever used in this Agreement, in addition to any capitalized terms defined in the Preliminary Statement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

Accrual Period : With respect to any Distribution Date, the period commencing on the immediately preceding Distribution Date (or in the case of the first Distribution Date, the Closing Date) and ending on the day immediately preceding the current Distribution Date.

Advance : Each P&I Advance and Servicing Advance.

Agreement : This Pooling and Servicing Agreement and all amendments or supplements hereto.

[Applied Realized Loss Amount : As to any Distribution Date and Class of Subordinate Certificates, the sum of any Realized Losses which have been applied in reduction of the Certificate Principal Balance of such Class of Certificates on such date, less any Excess Interest or Pledged Prepayment Penalties previously distributed in the form of principal in repayment thereof.]

[Assumed Principal Balance : As of any Distribution Date (and if so specified, as to any Group), the sum of:

(i)

the aggregate Stated Principal Balances of the Mortgage Loans (or Mortgage Loans in such Group) as of such Distribution Date, plus

(ii)

[the aggregate amount on deposit in any Pre-Funding Account (or allocated to such Group), less all amounts representing investment earnings thereon.]

[In the case of any calculation made as of the Cut-off Date, the Assumed Principal Balance will include the aggregate Stated Principal Balance as of the Closing Date of Mortgage Loans acquired on the Closing Date and originated after the Cut-off Date].]

[Available Funds : As to any Distribution Date, the sum of all Principal Funds and Interest Funds for such date.]

Bankruptcy Code : The United States Bankruptcy Reform Act of 1978, as amended.

[Basis Risk Payment : For any Distribution Date, an amount to be deposited into the Basis Risk Reserve Fund equal to the sum of (i) any Net Cap Carryover Amounts for such Distribution Date and (ii) any Required Reserve Fund Deposit for such Distribution Date, provided however, the amount of the Basis Risk Payment for any Distribution Date cannot exceed the amount available for distribution therefor pursuant to priorities for distributions pursuant to Section 4.1[ ].]

[Basis Risk Reserve Fund : A fund created hereunder and held as part of the Trust Fund but not as part of any REMIC created hereunder, to provide a source for payments of Cap Carryover Amounts. The Basis Risk Reserve Fund will initially be funded with a deposit of $1,000.]

Blanket Mortgage : The mortgage or mortgages encumbering a Cooperative Property.

Bulk PMI Policy : [to be provided if applicable].

Business Day : Any day other than (i) a Saturday or a Sunday, or (ii) a day on which banking institutions in New York City or the city in which any of the Custodian, the Servicer, the Master Servicer, or the Corporate Trust Office of the Trustee is located are authorized or obligated by law or executive order to be closed.

[Cap Carryover Amount : On any Distribution Date and as to any Class whose Pass-Through Rate is subject to a cap equal to the related Net WAC Cap, the sum of:

(i)

if the Pass-Through Rate for such Distribution Date and Class is based on the related Net WAC Cap, the excess of (A) the amount of interest that would have been distributable on such Certificates for such Distribution Date had the interest rate thereon been calculated without regard to the related Net WAC Cap, over (B) the amount of interest distributable based on the related Net WAC Cap, and

(ii)

the excess of the amount described in clause (i)(A) above over the amount described in clause (i)(B) above for all prior Distribution Dates, together with interest thereon calculated at the applicable Pass-Through Rate (determined without regard to the related Net WAC Cap), reduced by all amounts previously distributed with respect to such Class pursuant to Section 4.1[ ] in respect of Cap Carryover Amounts on all such prior Distribution Dates.]

Certificate : Any one of the Certificates executed by the Trustee in substantially the forms attached hereto as exhibits.

Certificate Owner : With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Book-Entry Certificate.

Certificate Principal Balance : With respect to any Certificate other than a Notional Amount Certificate and as of any Distribution Date, the Certificate Principal Balance on the date of the initial issuance of such Certificate as set forth on the face thereof, as reduced by:

(i)

all amounts distributed on previous Distribution Dates on such Certificate in reduction of the Certificate Principal Balance thereof; and

(ii)

[in the case of a Subordinate Certificate, such Certificate’s pro rata share, if any, of any Applied Realized Loss Amounts for the related Class on previous Distribution Dates.]

[Any amounts distributed to a Class of Subordinate Certificates in respect of any Unpaid Realized Loss Amount will not further reduce the Certificate Principal Balance of that Class.]

Certificate Register : The register maintained pursuant to Section 5.2 hereof.

Certificateholder or Holder : The person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purpose of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor or any affiliate of the Depositor shall be deemed not to be Outstanding and the Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests necessary to effect such consent has been obtained; provided, however, that if any such Person (including the Depositor) owns 100% of the Percentage Interests evidenced by a Class of Certificates, such Certificates shall be deemed to be Outstanding for purposes of any provision hereof that requires the consent of the Holders of Certificates of a particular Class as a condition to the taking of any action hereunder. The Trustee is entitled to rely conclusively on a certification of the Depositor or any affiliate of the Depositor in determining which Certificates are registered in the name of an affiliate of the Depositor.

Class : All Certificates bearing the same class designation as set forth in the Preliminary Statement.

Class [A] Certificates : All Certificates which include an “A” in their class designation.

Class [B] Certificates : All Certificates which include a “B” in their class designation.

Class [ ] Principal Distribution Amount : With respect to any Distribution Date [before the Stepdown Date] [or for which a Trigger Event is in effect, zero,] and with respect to any Distribution Date [on or after the Stepdown Date and as long as a Trigger Event is not in effect] the excess of:

(i)

the sum of:

(A)

the Class Certificate Balance of the Class [ ] Certificates (after giving effect to distributions on that date),

(B)

the Class Certificate Balance of the Class [ ] Certificates (after giving effect to distributions on that date), and

(C)

the Class Certificate Balance of the Class [ ] Certificates immediately prior to such Distribution Date over

(ii)

the lesser of:

(A)

the related Target Percentage of the Assumed Principal Balance of the Mortgage Loans on the preceding Determination Date, and

(B)

the Assumed Principal Balance of the Mortgage Loans on the preceding Determination Date less [ ]% of the Assumed Principal Balance of the Mortgage Loans as of the Cut-off Date (but in no event less than zero).

[Class [C] Notional Amount : For any Distribution Date, an amount equal to the Assumed Principal Balance on such date.]

Class Certificate Balance : With respect to any Class of Certificates and as of any Distribution Date, the aggregate of the Certificate Principal Balances of all Certificates of such Class as of such date.

Code : The Internal Revenue Code of 1986, including any successor or amendatory provisions.

Collection Account : The separate Eligible Account or Accounts created and maintained by the Servicer pursuant to Section 3.5 hereof with a depository institution for the benefit of the Trustee on behalf of Certificateholders and designated with the applicable Account Designation.

Combined Loan-to-Value : With respect to any Mortgage Loan and as to any date of determination, the fraction (expressed as a percentage) the numerator of which is the principal balance of the related Mortgage Loan plus any senior loan balances at such date of determination and the denominator of which is the lesser of the purchase price of the related Mortgaged Property and the appraised value of the related Mortgaged Property.

Commission : As defined in Section 8.13 hereof.

Compensating Interest : As to any Distribution Date and any Principal Prepayment in Full in respect of a Mortgage Loan that is received during the period from the eighteenth day of the month prior to the month of such Distribution Date through the last day of such month, an additional payment made by the Servicer or the Master Servicer, as the case may be, to the extent funds are available from the total Servicing Fee or Master Servicing Fee, as applicable, payable for such Distribution Date, equal to the amount of interest at the Mortgage Rate (less the applicable Servicing Fee Rate or Master Servicing Fee Rate, as applicable) for that Mortgage Loan from the date of the prepayment through the last day of the month of such Distribution Date. For the avoidance of doubt, no Compensating Interest payment shall be required in connection with any shortfalls resulting from Principal Prepayments in part or the application of the Relief Act.

Cooperative Corporation : The entity that holds title (fee or an acceptable leasehold estate) to the real property and improvements constituting the Cooperative Property and which governs the Cooperative Property, which Cooperative Corporation must qualify as a Cooperative Housing Corporation under Section 216 of the Code.

Coop Shares : Shares issued by a Cooperative Corporation.

Cooperative Loan : Any Mortgage Loan secured by Coop Shares and a Proprietary Lease.

Cooperative Property : The real property and improvements owned by the Cooperative Corporation, including the allocation of individual dwelling units to the holders of the Coop Shares of the Cooperative Corporation.

Cooperative Unit : A single-family dwelling located in a Cooperative Property.

Corporate Trust Office : The designated office of the Trustee at which at any particular time its corporate trust business with respect to this Agreement shall be administered.

Credit Support Depletion Date : The Distribution Date on which the Certificate Principal Balance of each of the Subordinate Certificates has been reduced to zero.

Current Interest : With respect to any Distribution Date and any Class of Certificates, interest accrued on the Class Certificate Balance or Notional Principal Balance thereof immediately prior to such Distribution Date during the related Accrual Period at the applicable Pass-Through Rate; provided, however, that such Current Interest shall be reduced by such Class’s pro rata share (based on the amount of Current Interest distributable on such Class) of any Net Prepayment Interest Shortfalls and Relief Act Shortfalls for such Distribution Date. All calculations of interest will be made on the basis of the actual number of days elapsed in the related Accrual Period and a 360-day year.

Debt Service Reduction : With respect to any Mortgage Loan, a reduction by a court of competent jurisdiction in a proceeding under the Bankruptcy Code in the Scheduled Payment for such Mortgage Loan which became final and non-appealable, except such a reduction resulting from a Deficient Valuation or any reduction that results in a permanent forgiveness of principal.

Defective Mortgage Loan : Any Mortgage Loan which is required to be repurchased pursuant to Section 2.2 or 2.3.

Deficient Valuation : With respect to any Mortgage Loan, a valuation by a court of competent jurisdiction of the Mortgaged Property in an amount less than the then-outstanding indebtedness under the Mortgage Loan, or any reduction in the amount of principal to be paid in connection with any Scheduled Payment that results in a permanent forgiveness of principal, which valuation or reduction results from an order of such court which is final and non-appealable in a proceeding under the Bankruptcy Code.

Definitive Certificates : Any Certificate evidenced by a Physical Certificate and any Certificate issued in lieu of a Book-Entry Certificate pursuant to Section 5.2(e).

Deleted Mortgage Loan : As defined in Section 2.3(d) hereof.

Delinquent : A Mortgage Loan is “Delinquent” if any payment due thereon is not made by the close of business on the Determination Date immediately following the day such payment is scheduled to be due. A Mortgage Loan is “30 days Delinquent” if such payment has not been received by the close of business on the Determination Date immediately succeeding the Determination Date on which such payment was categorized as “Delinquent.” Similarly for “60 days Delinquent,” “90 days Delinquent” and so on.

Denomination : With respect to each Certificate, the amount set forth on the face thereof as the “Initial Certificate Balance of this Certificate” or the Percentage Interest appearing on the face thereof.

Depositor : Saxon Asset Securities Company, a Virginia corporation, or its successor in interest.

Depository : The initial Depository shall be The Depository Trust Company, the nominee of which is Cede & Co., as the registered Holder of the Book-Entry Certificates. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York.

Depository Participant : A broker, dealer, bank or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository.

Determination Date : As to any Distribution Date, the earlier of (i) the [17 ^th ] day of the month in which such Distribution Date occurs, or (ii) if such day is not a Business Day, the immediately preceding Business Day.

Distribution Account : The separate Eligible Account created and maintained by the Trustee pursuant to Section 3.5(d) in the name of the Trustee for the benefit of the Certificateholders and designated with the applicable Account Designation.

Distribution Account Deposit Date : As to any Distribution Date, the Business Day immediately preceding such Distribution Date.

Distribution Date : The [25 ^th ] day of each calendar month after the initial issuance of the Certificates, or if such [25 ^th ] day is not a Business Day, the next succeeding Business Day, commencing on the Initial Distribution Date.

Due Date : With respect to any Distribution Date and each Mortgage Loan, the day of the month in which each Distribution Date occurs on which the related mortgage payment is due (or, in the case of an Odd Due Date Mortgage Loan, such day in the preceding month).

Due Period : With respect to any Distribution Date, the period from and including the second day of each month through and including the first day of the following month.

Eligible Account : Any of (i) an account or accounts maintained with a federal or state chartered depository institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of such holding company) have the highest short-term ratings of each Rating Agency at the time any amounts are held on deposit therein, or (ii) an account or accounts in a depository institution or trust company in which such accounts are insured by the FDIC or the SAIF (to the limits established by the FDIC or the SAIF, as applicable) and the uninsured deposits in which accounts are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating Agency, the Certificateholders have a claim with respect to the funds in such account or a perfected first priority security interest against any collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution or trust company in which such account is maintained, or (iii) a trust account or accounts maintained with (a) the trust department of a federal or state chartered depository institution or (b) a trust company, acting in its fiduciary capacity or (iv) any other account acceptable to each Rating Agency. Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee.

ERISA : The Employee Retirement Income Security Act of 1974, as amended.

Escrow Account : The Eligible Account or Accounts established and maintained pursuant to Section 3.6(a) hereof.

Event of Default : As defined in Section 7.1 hereof.

Excess Proceeds : With respect to any Liquidated Mortgage Loan, the amount, if any, by which the sum of any Liquidation Proceeds of such Mortgage Loan received during the Prepayment Period in which such Mortgage Loan became a Liquidated Mortgage Loan, net of any amounts previously reimbursed to the Master Servicer as Nonrecoverable Advance(s) with respect to such Mortgage Loan pursuant to Section 3.8(a)(iii), exceeds (i) the unpaid principal balance of such Liquidated Mortgage Loan as of the Due Date in the month in which such Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at the Mortgage Rate from the Due Date as to which interest was last paid or advanced (and not reimbursed) to Certificateholders up to the Due Date applicable to the Distribution Date immediately following the Prepayment Period during which such liquidation occurred. Notwithstanding the foregoing, Excess Proceeds with respect to any Nonrecoverable Mortgage Loan shall be equal to the amount, if any, by which Subsequent Recoveries with respect to such Nonrecoverable Mortgage Loan exceed the Realized Loss with respect thereto.

Exchange Act : As defined in Section 8.13 hereof.

Fannie Mae : The entity formally known as the Federal National Mortgage Association, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto.

FDIC : The Federal Deposit Insurance Corporation, or any successor thereto.

FIRREA : The Financial Institutions Reform, Recovery, and Enforcement Act of 1989.

[Fitch : Fitch, Inc., or any successor thereto. If Fitch is designated as a Rating Agency in the Preliminary Statement, the address for notices to Fitch shall be Fitch, Inc., One State Street Plaza, New York, New York 10004, Attention: Residential Mortgage Surveillance Group, or such other address as Fitch may hereafter furnish to the Depositor and the Master Servicer.]

Freddie Mac : The entity formally known as the Federal Home Loan Mortgage Corporation, a corporate instrumentality of the United States created and existing under Title III of the Emergency Home Finance Act of 1970, as amended, or any successor thereto.

[Funding Period : The period commencing on the Closing Date and ending on the earliest to occur of :

(i)

the date on which the amount on deposit in the Pre-Funding Account (exclusive of any investment earnings) is less than $[ ],

(ii)

the date on which an Event of Default occurs, and

(iii)

the Funding Period Termination Date.]

Group : Any grouping of Mortgage Loans described in the Preliminary Statement.

Group Balance : For each Group and any date of determination, the scheduled principal balance of the Mortgage Loans in such Group as of such date.

Group Percentage : For each Group and any Distribution Date, a fraction (expressed as a percentage) the numerator of which is the Group Balance for such Distribution Date and the denominator of which is the aggregate of the Group Balances for such Distribution Date.

Group Subordinate Amount : For each Group and any Distribution Date, the excess of (i) the sum of (a) the aggregate principal balance of the Mortgage Loans in such Group immediately before such Distribution Date [plus (b) the amount on deposit in the Pre-Funding Account with respect to such Group immediately before such Distribution Date] over (ii) the aggregate Certificate Principal Balance of the Senior Certificates of such Group immediately prior to such Distribution Date.

Indirect Participant : A broker, dealer, bank or other financial institution or other Person that clears through or maintains a custodial relationship with a Depository Participant.

Initial Adjustment Date : As to each adjustable rate Mortgage Loan, the first date upon which the monthly interest rate thereon is reset.

[Insurance Fee Rate : With respect to each Mortgage Loan insured under any Bulk PMI Policy, the per annum rate specified in the Mortgage Loan Schedule under the field “Insurance Fee Rate,” plus any taxes due and payable with respect to any such insured Mortgage Loan where the related Mortgaged Property is located in the states of [ ].]

Insurance Policy : With respect to any Mortgage Loan included in the Trust Fund, any insurance policy, including all riders and endorsements thereto in effect, including any replacement policy or policies for any Insurance Policies.

Insurance Proceeds : Proceeds paid by an insurer pursuant to any Insurance Policy, in each case other than any amount included in such Insurance Proceeds in respect of Insured Expenses.

Insured Expenses : Expenses covered by an Insurance Policy or any other insurance policy with respect to the Mortgage Loans.

Interest Carry Forward Amount : With respect to each Distribution Date and Class of Certificates, the sum of:

(i)

the excess of:

(A)

Current Interest for such Class with respect to prior Distribution Dates [(excluding any Cap Carryover Amount or Net Cap Carryover Amount)] over

(B)

the amount actually distributed to such Class [(other than in respect of any applicable Cap Carryover Amount or Net Cap Carryover Amount)] with respect to interest on such prior Distribution Dates, and

(ii)

interest thereon at the applicable Pass-Through Rate for the related Accrual Period.

[Interest Funds : With respect to any Group and any Determination Date, the sum, without duplication, of:

(i)

all scheduled interest due during the related Due Period (and received by the related Determination Date) with respect to such Group less the related Servicing Fee, the Master Servicing Fee [and the PMI Insurance Premium],

(ii)

all Advances relating to interest with respect to such Group,

(iii)

any Compensating Interest payment with respect to such Group,

(iv)

Liquidation Proceeds with respect to such Group (to the extent such Liquidation Proceeds relate to interest) less all Non-Recoverable Advances relating to interest and expenses, and

(v)

any Subsequent Recoveries added to the Interest Funds for such group pursuant to Section 4.1[ ].

Last Endorsee : As defined in Section 2.1(b).

Latest Possible Maturity Date : The Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date.

Liquidated Mortgage Loan : With respect to any Distribution Date, a defaulted Mortgage Loan (including any REO Property) which was liquidated by the Servicer or Master Servicer in any manner, including but not limited to a disposition pursuant to Section 3.11(i), in the Prepayment Period for such Distribution Date and as to which the Servicer has determined (in accordance with this Agreement) that it has received all amounts it expects to receive in connection with the liquidation of such Mortgage Loan, including the final disposition of an REO Property.

Liquidation Proceeds : Amounts, including Insurance Proceeds, received by the Servicer or Master Servicer in connection with the partial or complete liquidation of defaulted Mortgage Loans, whether through trustee’s sale, foreclosure sale, disposition pursuant to Section 3.11(i), or otherwise or amounts received in connection with any condemnation or partial release of a Mortgaged Property and any other proceeds received in connection with an REO Property, less the sum of related unreimbursed Servicing Fees, Servicing Advances and P&I Advances.

Loan-to-Value Ratio : With respect to any Mortgage Loan and as to any date of determination, the fraction (expressed as a percentage) the numerator of which is the principal balance of the related Mortgage Loan at such date of determination and the denominator of which is the lesser of the purchase price of the related Mortgaged Property and the appraised value of the related Mortgaged Property.

[London Business Day : A day on which banks are open for dealing in foreign currency and exchange in London and New York City.]

Lost Mortgage Note : Any Mortgage Note the original of which was permanently lost or destroyed and has not been replaced.

Maintenance : With respect to any Cooperative Unit, the rent paid by the Mortgagor to the Cooperative Corporation pursuant to the Proprietary Lease.

Majority in Interest : As to any Class of Regular Certificates, the Holders of Certificates of such Class evidencing, in the aggregate, at least 51% of the Percentage Interests evidenced by all Certificates of such Class.

Master Servicer : [Saxon Mortgage, Inc., a Virginia corporation], and its successors and assigns, in its capacity as master servicer hereunder.

Master Servicer Custodial Account: The separate Eligible Account created and maintained by the Master Servicer pursuant to Section 3.5(c) for the benefit of Certificateholders and designated with the applicable Account Designation.

Master Servicing Fee : As to each Mortgage Loan and any Distribution Date, an amount payable out of each full payment of interest received on such Mortgage Loan and equal to one-twelfth of the Master Servicing Fee Rate multiplied by the Stated Principal Balance of such Mortgage Loan as of the first day of the month prior to the month of such Distribution Date.

Master Servicer Reporting Date : The opening of business on the [third] Business Day preceding each Distribution Date.

Monthly Statement : The statement delivered to the Certificateholders pursuant to Section 4.5.

[Moody’s : Moody’s Investors Service, Inc., or any successor thereto. If Moody’s is designated as a Rating Agency in the Preliminary Statement, the address for notices to Moody’s shall be Moody’s Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention: Residential Pass-Through Monitoring, or such other address as Moody’s may hereafter furnish to the Depositor or the Master Servicer.]

Mortgage : The mortgage, deed of trust or other instrument creating a first or second lien on an estate in fee simple or leasehold interest in real property securing a Mortgage Note.

Mortgage Loan Document Requirements : As defined in Section 2.2 hereof.

Mortgage File : The mortgage documents listed in Section 2.1 hereof pertaining to a particular Mortgage Loan and any additional documents delivered to the Trustee to be added to the Mortgage File pursuant to this Agreement.

Mortgage Loan Documents : As defined in Section 2.1 hereof.

Mortgage Loans : Such of the mortgage loans transferred and assigned pursuant to the provisions hereof as from time to time are held as a part of the Trust Fund (including any REO Property), the mortgage loans so held being identified in the Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of title of the related Mortgaged Property.

Mortgage Loan Schedule : The list of Mortgage Loans (as from time to time amended by the Master Servicer to reflect the addition of Substitute or Subsequent Mortgage Loans and the deletion of Deleted Mortgage Loans pursuant to the provisions of this Agreement) transferred to the Trustee as part of the Trust Fund and from time to time subject to this Agreement, attached hereto as Schedule I, setting forth the following information with respect to each Mortgage Loan:

(i)

the loan number;

(ii)

the Mortgagor’s name;

(iii)

the original principal balance;

(iv)

the Stated Principal Balance as of the Cut-off Date;

(v)

the Mortgage Rate;

(vi)

Servicing Fee;

(vii)

the related Group;

(viii)

the applicable Seller; and

(ix)

where applicable, whether such Mortgage Loan is covered by any Bulk PMI Policy, the applicable PMI Insurer and the applicable Insurance Fee Rate;

Mortgage Note : The original executed mortgage note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.

Mortgage Rate : The annual rate of interest borne by a Mortgage Note from time to time, [net of the PMI Insurance Premium].

Mortgaged Property : The underlying property securing a Mortgage Loan, which, in the case of a Cooperative Loan, is the related Coop Shares and Proprietary Lease.

Mortgagor : Any obligor on a Mortgage Note.

Net Prepayment Interest Shortfall : As to any Distribution Date and Group, the amount by which the aggregate of Prepayment Interest Shortfalls during the related Prepayment Period for such Group exceeds an amount equal to the Compensating Interest for such Group, if any, for such Distribution Date.

Nonrecoverable Advance : Any portion of any P&I Advance or Servicing Advance previously made or proposed to be made by the Servicer or Master Servicer that, in the good faith judgment of the advancing party, will not be ultimately recoverable by such advancing party from the related Mortgagor, related Liquidation Proceeds or otherwise.

Nonrecoverable Mortgage Loan : Any Mortgage Loan that has been determined to be a Nonrecoverable Mortgage Loan pursuant to Section 3.11(f) hereof and is identified in an Officer’s Certificate signed by a Servicing Officer delivered to the Master Servicer pursuant to Section 3.11(f) hereof. For the avoidance of doubt, Mortgage Loans represented by REO Property shall not constitute Nonrecoverable Mortgage Loans.

Nonrecoverable Mortgage Loan Purchase Price : As to any Nonrecoverable Mortgage Loan, an amount equal to the sum of (i) the Projected Net Liquidation Value thereof on the date of purchase of such loan pursuant to this Agreement; and (ii) any accrued interest at the applicable Mortgage Rate from the date through which interest was last paid by the Mortgagor to the Due Date occurring in the Due Period immediately preceding the Distribution Date on which the Nonrecoverable Mortgage Loan Purchase Price is to be distributed to Certificateholders. "

Notice Address : For purposes hereof, the addresses of the Depositor, the Master Servicer and the Trustee, are as follows:

(i)

If to the Depositor:

Saxon Asset Securities Company

4860 Cox Road, Suite 300

Glen Allen, Virginia 23060

(ii)

If to the Master Servicer:

[Saxon Mortgage, Inc.

4860 Cox Road, Suite 300

Glen Allen, Virginia 23060

Attn: Master Servicing]

(iii)

If to the Trustee:

[ ]

Attention: [ ]

(iv)

If to the Servicer:

[Saxon Mortgage Services, Inc.

4708 Mercantile Drive

Fort Worth, TX 76137

Attn: David Dill, President]

Notice of Final Distribution : The notice to be provided pursuant to Section 9.2 to the effect that final distribution on any of the Certificates shall be made only upon presentation and surrender thereof.

Odd Due Date Mortgage Loan : Any Mortgage Loan whose monthly payments are due on a day other than the first day of the month.

Officer’s Certificate : A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Managing Director, a Vice President (however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the entity required by the terms of this Agreement to deliver such certificate, or by such officer of such entity as may be required to sign such certificate by the terms of this Agreement relating to such particular certificate.

[One-Month LIBOR : As of any Interest Determination Date, the rate for one-month U.S. dollar deposits which appears in the Telerate Page 3750, as of 11:00 a.m., London time, on such Interest Determination Date. If such rate does not appear on Telerate Page 3750, the rate for that day will be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a period equal to the relevant Accrual Period (commencing on the first day of such Accrual Period). The Calculation Agent, as agent for the Master Servicer, will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that day will be the arithmetic- mean of the quotations. If fewer than two quotations are provided as requested, the rate for that day will be the arithmetic-mean of the rates quoted by major banks in New York City, selected by the Master Servicer, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading European banks for a period equal to the relevant Accrual Period (commencing on the first day of such Accrual Period). The Calculation Agent, as agent for the Master Servicer, shall review Telerate Page 3750 as of the required time, make the required requests to the principal offices of the Reference Banks and selections of major banks in New York City and shall determine the rate which constitutes One-Month LIBOR for each Interest Determination Date.]

Opinion of Counsel : A written opinion of counsel, who may be counsel for the Depositor, Servicer or the Master Servicer, including in-house counsel, reasonably acceptable to the Trustee.

Optional Termination : The termination of the trust created hereunder in connection with the purchase of the Mortgage Loans pursuant to Section 9.1 hereof.

Original Mortgage Loan : The Mortgage Loan refinanced in connection with the origination of a Refinancing Mortgage Loan.

OTS : The Office of Thrift Supervision.

Outstanding : With respect to the Certificates as of any date of determination, all Certificates theretofore executed and authenticated under this Agreement except:

(i)

Certificates theretofore canceled by the Trustee or delivered to the Trustee for cancellation; and

(ii)

Certificates in exchange for which or in lieu of which other Certificates have been executed and delivered by the Trustee pursuant to this Agreement.

Outstanding Mortgage Loan : As of any Determination Date, a Mortgage Loan with a Stated Principal Balance greater than zero which was not the subject of a Principal Prepayment in Full prior to such Determination Date and which did not become a Liquidated Mortgage Loan prior to such Determination Date.

[Overcollateralization Amount : With respect to any Distribution Date, the excess, if any, of the Assumed Principal Balance of the Mortgage Loans over the aggregate Certificate Principal Balance of the Certificates after giving effect to principal distributions on such Distribution Date.]

Ownership Interest : As to any Residual Certificate, any ownership interest in such Certificate including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial.

P&I Advance : The payment required to be made by the Servicer with respect to any Distribution Date pursuant to Section 3.19, the amount of any such payment being equal to the aggregate of payments of principal and interest (net of the related Servicing Fee and any net income in the case of any REO Property) on the Mortgage Loans that were due during the related Due Period and not received as of the close of business on the related Determination Date, less the aggregate amount of any such delinquent payments that the Servicer or Master Servicer has determined would constitute a Nonrecoverable Advance if advanced.

Pass-Through Rate : For any interest bearing Class of Certificates, the per annum rate set forth or calculated in the manner described in the Pass-Through Rate Schedule.

Pass-Through Rate Schedule : The Schedule setting forth the Pass-Through Rates of the Certificates, attached as Schedule II hereto.

Paying Agent : [ ], and its successors and assigns in such capacity.

Percentage Interest : As to any Certificate, the percentage interest evidenced thereby in distributions required to be made on the related Class, such percentage interest being set forth on the face thereof or equal to the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of the same Class.

Permitted Investments : At any time, any one or more of the following obligations and securities:

(i)

obligations of the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States;

(ii)

general obligations of or obligations guaranteed by any state of the United States or the District of Columbia receiving the highest long-term debt rating of each Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by each Rating Agency;

(iii)

commercial or finance company paper which is then receiving the highest commercial or finance company paper rating of each Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by each Rating Agency;

(iv)

certificates of deposit, demand or time deposits, or bankers’ acceptances issued by any depository institution or trust company incorporated under the laws of the United States or of any state thereof and subject to supervision and examination by federal and/or state banking authorities, provided that the commercial paper and/or long term unsecured debt obligations of such depository institution or trust company (or in the case of the principal depository institution in a holding company system, the commercial paper or long-term unsecured debt obligations of such holding company, but only if Moody’s is not a Rating Agency) are then rated one of the two highest long-term and the highest short-term ratings of each Rating Agency for such securities, or such lower ratings as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by any Rating Agency;

(v)

interest-bearing demand or time deposits or certificates of deposit issued by any bank or trust company or savings institution to the extent that such deposits are fully insured by the FDIC;

(vi)

guaranteed reinvestment agreements issued by any bank, insurance company or other corporation containing, at the time of the issuance of such agreements, such terms and conditions as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by any Rating Agency;

(vii)

repurchase obligations with respect to any security described in clauses (i) and (ii) above, in either case entered into with a depository institution or trust company (acting as principal) described in clause (iv) above, provided that the long-term or short-term unsecured debt obligations of the party agreeing to repurchase such obligations are at the time rated by each Rating Agency in one of its highest long-term unsecured debt rating categories or its highest short-term unsecured debt rating category, respectively;

(viii)

securities (other than stripped bonds, stripped coupons or instruments sold at a purchase price in excess of 115% of the face amount thereof) bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof which, at the time of such investment, have one of the two highest ratings of each Rating Agency (except if the Rating Agency is Moody’s, such rating shall be the highest commercial paper rating of Moody’s for any such securities), or such lower rating as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by any Rating Agency as evidenced by a signed writing delivered by each Rating Agency;

(ix)

units of a taxable money-market portfolio having the highest rating assigned by each Rating Agency (except if Fitch is a Rating Agency and has not rated the portfolio, then the highest rating assigned by Moody’s) and restricted to obligations issued or guaranteed by the United States of America or entities whose obligations are backed by the full faith and credit of the United States of America and repurchase agreements collateralized by such obligations; and

(x)

such other investments bearing interest or sold at a discount acceptable to each Rating Agency as will not result in the downgrading or withdrawal of the rating then assigned to the Certificates by any Rating Agency, as evidenced by a signed writing delivered by each Rating Agency;

provided that no such instrument shall be a Permitted Investment if such instrument evidences the right to receive interest only payments with respect to the obligations underlying such instrument.

Permitted Transferee : Any person other than a “disqualified organization” as defined in section 860E(e)(5).

Person : Any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government, or any agency or political subdivision thereof.

PMI Insurance Premium : [to be provided if applicable].

PMI Insurer : [to be provided if applicable].

PMI Letter Agreement : [to be provided if applicable].

Pool Principal Balance : As to any Distribution Date, the aggregate of the Stated Principal Balances of the Mortgage Loans which were Outstanding Mortgage Loans on the Determination Date in the month preceding the month of such Distribution Date.

[Pre-Funded Amount : With respect to any date and Group, the amount remaining on deposit in the Pre-Funding Account with respect to such Group (exclusive of any related Pre-Funding Account Earnings).]

[Pre-Funding Account : The account created and maintained with the Paying Agent by the Trust pursuant to Section 2.7 hereof.]

[Pre-Funding Account Earnings : With respect to each Distribution Date to and including the date immediately preceding the Distribution Date immediately following the end of the Funding Period, the actual interest and investment earnings on the Pre-Funded Amount as calculated by the Master Servicer (based on information supplied by the Trustee).]

Prepayment Interest Excess : As to any Principal Prepayment in Full received by the Servicer from the first day through the seventeenth day of any calendar month (other than the calendar month in which the Cut-off Date occurs), all amounts paid by the related Mortgagor in respect of interest on such Principal Prepayment. All Prepayment Interest Excess shall be paid to the Servicer as additional servicing compensation.

Prepayment Interest Shortfall : As to any Distribution Date, Mortgage Loan and Principal Prepayment received (a) during the period from the eighteenth day of the month preceding the month of such Distribution Date through the last day of such month, in the case of a Principal Prepayment in Full, or (b) during the month preceding the month of such Distribution Date, in the case of a partial Principal Prepayment, the amount, if any, by which one month’s interest at the related Mortgage Rate (less the related Servicing Fee) on such Principal Prepayment exceeds the amount of interest actually paid by the Mortgagor in connection with such Principal Prepayment.

Prepayment Penalty : With respect to any Prepayment Period, any prepayment premium, penalty or charge collected by the Servicer or Master Servicer from a Mortgagor pursuant to the terms of the related Mortgage Note.

Prepayment Period : As to each Distribution Date, the period from but excluding the Cut-off Date to and including the 17 ^th day of the month in which the first Determination Date occurs and each period thereafter from and including the 18 ^th day of a month to and including the Determination Date occurring in the following month.

Primary Mortgage Insurance Policy : Any mortgage guaranty insurance, if any, on an individual Mortgage Loan, including any Bulk PMI Policy, as evidenced by a policy or certificate, whether such policy is obtained by the originator, the lender, the borrower or the Seller on behalf of the Trust Fund.

[Principal Distribution Amount : With respect to each Group and Distribution Date, the excess of:

(i)

the sum of:

(A)

Principal Funds for that Distribution Date and Group, and

(B)

the related Principal Percentage of any Extra Principal Distribution Amount for that Distribution Date over

(ii)

the related Principal Percentage of the Released Principal Amount for that Distribution Date.]

[Principal Funds : With respect to each Group of Mortgage Loans and any Determination Date the sum, without duplication, of:

(i)

all scheduled principal with respect to such Group collected by the Servicer during the related Due Period or advanced on or before such Determination Date,

(ii)

Principal Prepayments with respect to such Group collected by the Servicer in the related Prepayment Period,

(iii)

the Stated Principal Balance of each Mortgage Loan in such Group repurchased by the Depositor in the related Prepayment Period,

(iv)

any Substitution Adjustment Amount with respect to such Group for such date,

(v)

all Liquidation Proceeds with respect to such Group collected by the Servicer during the related Due Period (to the extent such Liquidation Proceeds related to principal) less all Nonrecoverable Advances relating to principal with respect to such Group reimbursed during the related Due Period,

(vi)

the allocable portion of any clean-up call proceeds; and

(vii)

any remaining related Pre-Funded Amount immediately following the end of the Funding Period.]

Principal Prepayment : Any payment of principal by a Mortgagor on a Mortgage Loan that is received in advance of its scheduled Due Date and is not accompanied by an amount representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment. Partial Principal Prepayments shall be applied by the Servicer in accordance with the terms of the related Mortgage Note.

Principal Prepayment in Full : Any Principal Prepayment made by a Mortgagor of the entire principal balance of a Mortgage Loan.

Projected Net Liquidation Value : With respect to any Nonrecoverable Mortgage Loan, the amount, set forth in an Officer’s Certificate signed by a Servicing Officer in a form acceptable to the Master Servicer, equal to (i) the fair market value of the related Mortgaged Property as determined by a real estate broker meeting the qualifications, and applying broker’s price opinion methodology generally acceptable to, residential mortgage servicers, or other property valuation opinion methodology customarily used by residential mortgage servicers with respect to defaulted loans, less (ii) the Servicer’s good faith estimate of the total of all related costs of liquidation, Servicing Fees, and Advances reasonably expected to be incurred in the event the Mortgaged Property were the subject of foreclosure or otherwise converted to, and sold as, REO Property.

Proprietary Lease : With respect to any Cooperative Unit, a lease or occupancy agreement between a Cooperative Corporation and a holder of related Coop Shares.

PUD : Planned Unit Development.

Purchase Price : With respect to any Mortgage Loan, an amount equal to the sum of (i) 100% of the unpaid principal balance of such Mortgage Loan on the date of such purchase, (ii) accrued interest thereon at the applicable Mortgage Rate from the date through which interest was last paid by the Mortgagor to the Due Date occurring in the Due Period immediately preceding the Distribution Date on which the Purchase Price is to be distributed to Certificateholders and (iii) any costs and damages incurred by the Trust in connection with any violation by such Mortgage Loan of any predatory- or abusive-lending law.

Rating Agency : Each of the Rating Agencies specified in the Preliminary Statement. If any such organization or a successor is no longer in existence, “Rating Agency” shall be such nationally recognized statistical rating organization, or other comparable Person, as is designated by the Depositor, notice of which designation shall be given to the Trustee. References herein to a given rating category of a Rating Agency shall mean such rating category without giving effect to any modifiers.

Realized Loss : With respect to any Mortgage Loan (other than a Nonrecoverable Mortgage Loan), the amount by which the unpaid principal balance thereof exceeds the net amount recovered in liquidation thereof (after payment of expenses of liquidation, unpaid Servicing Fees, and reimbursement of Advances), after payment of accrued interest on such Mortgage Loan and after application of any Insurance Proceeds with respect thereto. With respect to any Nonrecoverable Mortgage Loan, the sum of (i) the amount by which the unpaid principal balance thereof exceeds the Projected Net Liquidation Value thereof and (ii) the amount, if any, by which the Projected Net Liquidation Value thereof exceeds Liquidation Proceeds received in respect thereof. The Realized Loss in respect of any Nonrecoverable Mortgage Loan calculated pursuant to clause (i) of the preceding sentence shall be given effect as of the Prepayment Period during which the Servicer or Master Servicer classifies such loan as a Nonrecoverable Mortgage Loan.

Recognition Agreement : With respect to any Cooperative Loan, an agreement between the Cooperative Corporation and the originator of such Mortgage Loan which establishes the rights of such originator in the Cooperative Property.

[Reference Bank : Leading banks selected by the Master Servicer and engaged in transactions in U.S. dollar deposits in the London interbank market.]

Refinancing Mortgage Loan : Any Mortgage Loan originated in connection with the refinancing of an existing mortgage loan.

Regulation AB : Regulation AB promulgated under the Securities Act and the Exchange Act, as the same may be amended from time to time; and all references to any rule, item, section or subsection of, or definition or term contained in, Regulation AB mean such rule, item, section, subsection, definition or term, as the case may be, or any successor thereto, in each case as the same may be amended from time to time.

[Released Principal Amount : With respect to any Distribution Date, the amount by which the Overcollateralization Amount (assuming for such purpose that all Principal Funds for such Distribution Date are distributed as principal to the Certificates) exceeds the Required Overcollateralization Amount for such date.]

Relief Act : The Servicemembers’ Civil Relief Act, as amended.

Relief Act Shortfall : With respect to any Mortgage Loan as to which there has been a reduction in the amount of interest collectible thereon as a result of application of the Relief Act, any amount by which interest collectible on such Mortgage Loan for the Due Date in the related Due Period is less than interest accrued thereon for the applicable one-month period at the Net Rate without giving effect to such reduction.

REMIC : A “real estate mortgage investment conduit” within the meaning of section 860D of the Code.

REMIC Change of Law : Any proposed, temporary or final regulation, revenue ruling, revenue procedure or other official announcement or interpretation relating to REMICs and the REMIC Provisions issued after the Closing Date.

REMIC Provisions : Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at sections 860A through 860G of subchapter M of chapter 1 of the Code, and related provisions, and regulations promulgated thereunder, as the foregoing may be in effect from time to time.

Remittance Agency Agreement : As defined in Section 2.2 hereof.

REO Property : A Mortgaged Property acquired by the Trust Fund through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.

Request for Release : The Request for Release submitted by the Servicer to the Trustee, substantially in the form of Exhibits I and J, as appropriate.

Required Recordation States : The states of [Florida] and [Mississippi].

Responsible Officer : When used with respect to the Trustee, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary, Managing Director, Director, Associate or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and having direct responsibility for the administration of this Agreement and also to whom, with respect to a particular matter, such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

Sales Agreement : Each of (i) the Sales Agreement between the Depositor and [SMI] regarding the sale of [SMI] Mortgage Loans, and (ii) each Sales Agreement, if any, between the Depositor and the Warehouse Seller specified therein regarding the sale of any related Warehouse Mortgage Loans, in each case, dated as of the Closing Date.

[S&P : Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. If S&P is designated as a Rating Agency in the Preliminary Statement, the address for notices to S&P shall be Standard & Poor’s Ratings Services, 26 Broadway, 15th Floor, New York, New York 10004, Attention: Mortgage Surveillance Monitoring, or such other address as S&P may hereafter furnish to the Depositor and the Master Servicer.]

[Scheduled Notional Amount : For any Distribution Date and the Swap Agreement, the notional amount with respect to which payments under the Swap Agreement will be calculated.]

Scheduled Payment : The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal and/or interest on such Mortgage Loan which, unless otherwise specified herein, shall give effect to any related Debt Service Reduction and any Deficient Valuation that affects the amount of the monthly payment due on such Mortgage Loan.

SEC Rules : Any rules promulgated by the Commission, and any interpretations thereof by the staff of the Commission.

Securities Act : The Securities Act of 1933, as amended.

Security Release Certification : As defined in Section 2.2 hereof.

Seller : Either [SMI] or any Warehouse Seller. As to any [SMI] Mortgage Loans, [SMI]; as to any Warehouse Mortgage Loans, the related Warehouse Seller.

[Senior Credit Enhancement Percentage : As of any Distribution Date is equal to a fraction, expressed as a percentage, the numerator of which is the sum of the aggregate Certificate Principal Balance of the Subordinate Certificates for such Distribution Date and the Overcollateralization Amount for such Distribution Date, and the denominator of which is the Assumed Principal Balance of the Mortgage Loans as of such Distribution Date.]

[Senior Principal Distribution Amount : With respect to each group of Senior Certificates and any Distribution Date before the Stepdown Date or as to which a Trigger Event has occurred, 100% of the related Principal Distribution Amount for such group of Senior Certificates and Distribution Date, and with respect to any Distribution Date on or after the Stepdown Date and as to which a Trigger Event has not occurred, the excess of:

(i)

the Certificate Principal Balance of such group of Senior Certificates immediately prior to such Distribution Date over

(ii)

the lesser of:

(A)

the related Target Percentage of the Assumed Principal Balance of the related Group of Mortgage Loans on the preceding Determination Date, and

(B)

the Assumed Principal Balance of the related Group of Mortgage Loans on the preceding Determination Date less [ ]% of the Assumed Principal Balance of such Group of the Mortgage Loans as of the Cut-off Date (but in no event less than zero).]

Servicer : [Saxon Mortgage Services, Inc.] and its permitted successors and assigns.

Servicer Deposit Date : The [21 ^st ] day of each month, or if such day is not a Business Day, the next succeeding day.

Servicer’s Representations and Warranties : The following representations and warranties set forth in Exhibit B to the Sales Agreement delivered by [SMI]: [To be provided as applicable]. Such representations and warranties shall be deemed to be made by the Servicer in respect of any Warehouse Mortgage Loans conveyed to the Trust, in each case, as of the date of conveyance thereto; provided, however , that any references in such representations and warranties to “[SMI]” shall be deemed to refer to the Servicer notwithstanding the text thereof.

Servicing Advances : All customary, reasonable and necessary “out of pocket” costs and expenses incurred in the performance by the Servicer of its servicing obligations hereunder, including, but not limited to, the cost of (i) the preservation, restoration and protection of a Mortgaged Property, (ii) any expenses reimbursable to the Servicer pursuant to Section 3.11 and any enforcement or judicial proceedings, including foreclosures, (iii) the management and liquidation of any REO Property, (iv) Bulk PMI Policy Premiums and (v) compliance with the obligations under Section 3.1 and Section 3.9.

Servicing Criteria : The “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.

Servicing Fee : As to each Mortgage Loan and any Distribution Date, an amount payable out of each full payment of interest received on such Mortgage Loan and equal to one-twelfth of the Servicing Fee Rate multiplied by the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month prior to the month of such Distribution Date (or, in the case of an Odd Due Date Mortgage Loan, the Due Date occurring in the second month preceding the month of such Distribution Date).

Servicing Officer : Any of the President, any Vice President (however denominated), or Assistant Vice President of the Servicer involved in, or responsible for, the administration and servicing of one or more Mortgage Loans at the time of performance of the relevant activity of the Servicer.

[SMI : Saxon Mortgage, Inc., a Virginia corporation, and its successor and assigns.]

[SMI] Mortgage Loans : Any Mortgage Loans sold to the Depositor by [SMI] pursuant to the related Sales Agreement. Such Mortgage Loans shall be identified in the [SMI] Mortgage Loan Schedule as amended from time to time to reflect the addition of Substitute or Subsequent Mortgage Loans conveyed to the Depositor by [SMI] and attached hereto as Schedule IA.

[SMI] Mortgage Loan Schedule : The schedule attached hereto as Schedule IA reflecting Mortgage Loans conveyed to the Depositor by [SMI].

[SMS : Saxon Mortgage Services, Inc., a Texas corporation.]

Startup Day : The Closing Date.

Stated Principal Balance : As to any Mortgage Loan and Determination Date, the unpaid principal balance of such Mortgage Loan as of the applicable Due Date as specified in the amortization schedule at the time relating thereto (before any adjustment to such amortization schedule by reason of any moratorium or similar waiver or grace period) after giving effect to (i) any previous partial Principal Prepayments and Liquidation Proceeds allocable to principal (other than with respect to any Liquidated Mortgage Loan), (ii) the payment of principal due on such Due Date, and (iii) in the case of any Nonrecoverable Mortgage Loan, the amount of any Realized Loss in respect thereof (but otherwise determined, in each case, regardless of any delinquency in payment by the related Mortgagor).

Subcontractor : Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master Servicer, the Servicer or a Subservicer.

Subservicer : Any Person that services Mortgage Loans on behalf of the Master Servicer, the Servicer or any Subservicer, performing the substantial majority of the material functions required to be performed by the Master Servicer or the Servicer under this Agreement that are identified in Item 1122(d) of Regulation AB.

Subservicing Agreement: Any written contract for the subservicing of the Mortgage Loans between the Master Servicer and a Subservicer or between the Servicer and a Subservicer.

[Subsequent Cut-off Date : The date specified in a Subsequent Sales Agreement with respect to those Subsequent Mortgage Loans which are transferred and assigned to the Trust Fund pursuant to the related Subsequent Sales Agreement.]

[Subsequent Mortgage Loans : The Mortgage Loans listed on a Mortgage Loan Schedule attached to a Subsequent Sales Agreement.]

[Subsequent Recoveries : As to any Nonrecoverable Mortgage Loan, the excess of (i) any net Liquidation Proceeds received in respect of such loan; over (ii) the Projected Net Liquidation Value thereof.]

[Subsequent Sales Agreement : Each Subsequent Sales Agreement dated as of a Subsequent Sales Date by which Subsequent Mortgage Loans are sold and assigned to the Trust.]

[Subsequent Sales Date : The date specified in each Subsequent Sales Agreement.]

Substitute Mortgage Loan : A Mortgage Loan substituted by the Depositor or Master Servicer for a Deleted Mortgage Loan which must, on the date of such substitution, as confirmed in a Request for Release, substantially in the form of Exhibit I, (i) have a Stated Principal Balance, after deduction of the principal portion of the Scheduled Payment due in the month of substitution, not in excess of, and not more than [10]% less than the Stated Principal Balance of the Deleted Mortgage Loan; (ii) accrue interest on the same basis as the Deleted Mortgage Loan and be accruing interest at a rate no lower than and not more than [1]% per annum higher than, that of the Deleted Mortgage Loan; (iii) have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (iv) not be a Cooperative Loan unless the Deleted Mortgage Loan was a Cooperative Loan; (v) be covered by a Primary Mortgage Insurance Policy if the Deleted Mortgage Loan was so covered; and (vi) comply with each representation and warranty set forth in Section 2.3 hereof. Any of the characteristics described above may be satisfied in the aggregate by one or more Substitute Mortgage Loans.

Substitution Adjustment Amount : The meaning ascribed to such term pursuant to Section 2.3 hereof.

[Telerate Page 3750 : The display page currently so designated on the Bridge Telerate Market Report (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices).]

Transfer : Any direct or indirect transfer or sale of any Ownership Interest in a Residual Certificate.

Trustee : [ ] and its successors and, if a successor trustee is appointed hereunder, such successor.

Trustee Fee : As to any Distribution Date, an amount equal to one-twelfth of the Trustee Fee Rate multiplied by the Assumed Principal Balance with respect to such Distribution Date, to be paid from deductions to the Master Servicing Fee.

Trust Fund : As described in Section 2.1 hereof.

Underwritten Certificates : The Certificates purchased by the Underwriters pursuant to the Underwriting Agreement by and among [Saxon Mortgage, Inc.], Saxon Asset Securities Company and the Underwriters.

[Unpaid Realized Loss Amount : As to any Distribution Date and any Class, the excess of:

(i)

the Applied Realized Loss Amount for such Class over

(ii)

the sum of all distributions in reduction of such Applied Realized Loss Amount on all previous Distribution Dates.]

Warehouse Mortgage Loans : Any Mortgage Loans sold to the Depositor by any Warehouse Seller pursuant to the related Sales Agreement or Subsequent Sales Agreement. Such Mortgage Loans shall be identified in the Warehouse Mortgage Loan Schedule, as amended from time to time to reflect the addition of Substitute or Subsequent Mortgage Loans conveyed to the Depositor, and attached hereto as Schedule IB.

Warehouse Mortgage Loan Schedule : The schedule attached hereto as Schedule IB reflecting Mortgage Loans conveyed to the Depositor by the Warehouse Seller.

Warehouse Seller : Each such entity identified as such in Exhibit M hereto, as such exhibit shall be amended from time to time.

[Weighted Average Net Rate : For any Group, (a) the weighted average of the Mortgage Rates of the Mortgage Loans less the sum of the Servicing Fee Rate and the Master Servicing Fee Rate, as applicable, [the PMI Insurance Premium applicable to such Group (expressed as a percentage of the entire aggregate principal balance of the related Mortgage Loans)][ and the applicable Swap Rate multiplied by (b) during the Funding Period a fraction, the numerator of which is the aggregate principal balance of the Mortgage Loans having a scheduled interest payment that will be included in Interest Funds for the first Distribution Date and the denominator of which is the Assumed Principal Balance, computed only with respect to such Group, as of the Cut-off Date].

ARTICLE 2

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

Section 2.1

Conveyance of Mortgage Loans .

(a)

To provide for the distribution of the principal of and interest on the Certificates in accordance with their terms, the distribution of all other sums distributable hereunder with respect to the Certificates and the performance of the covenants contained herein, the Depositor hereby bargains, sells, conveys, assigns and transfers to the Trustee, in trust, without recourse and for the exclusive benefit of the Certificateholders as their interests may appear, all the Depositor’s right, title and interest in and to any and all benefits accruing to the Depositor from [to be modified as applicable]: (i) the Mortgage Loans, which the Depositor is causing to be delivered to the Trustee (or the Custodian) herewith (and all Substitute Mortgage Loans substituted therefor), together in each case with the related Mortgage Files and the Depositor’s interest in any collateral that secured a Mortgage Loan but that is acquired by foreclosure or deed-in-lieu of foreclosure after the Closing Date, and all Scheduled Payments due after the Cut-off Date and all principal prepayments received with respect to the Mortgage Loans paid by the borrower after the Cut-off Date and proceeds of the conversion, voluntary or involuntary, of the foregoing; (ii) [any Subsequent Mortgage Loans; (iii)] each Sales Agreement [and Subsequent Sales Agreement], except that the Depositor does not assign to the Trustee any of its rights under Sections [9] and [12] of the Sales Agreement between the Depositor and [SMI] or under Section 11 of any Sales Agreement between the Depositor and a Warehouse Seller; (iv) any Pre-Funding Account whether in the form of cash, instruments, securities or other properties; (v) any Swap Agreement described in the Preliminary Statement, (vi) any Cap Agreement described in the Preliminary Statement; (vii) any Bulk PMI Policy; and (viii) all proceeds of any of the foregoing (including, but not limited to, all proceeds of any mortgage insurance, hazard insurance, or title insurance policy relating to the Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, which at any time constitute all or part or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (items (i) through (viii) above collectively, the “Trust Fund”). [The Trustee is hereby authorized to enter into the Swap Agreement and the Cap Agreement.]

(b)

In connection with the transfer set forth in clause (a) above, the Depositor has delivered or caused to be delivered to the Trustee or the Custodian on its behalf for the benefit of the Certificateholders the following documents or instruments (collectively, the “Mortgage Loan Documents”) with respect to each Mortgage Loan so transferred:

(i)

(A) the original Mortgage Note endorsed by manual or facsimile signature to the Trustee or the Custodian or in blank, without recourse, with all intervening endorsements showing a complete chain of endorsement from the originator to the Person endorsing the Mortgage Note (the “Last Endorsee”) (each such endorsement being sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note); or

(B) with respect to any Lost Mortgage Note, a lost note affidavit from the Depositor stating that the original Mortgage Note was lost or destroyed, together with a copy of such Mortgage Note;

(ii)

except with respect to any Cooperative Loan, the original recorded Mortgage or a copy of such Mortgage certified by the Depositor, the originating lender, settlement agent, or escrow company as being a true and complete copy of the Mortgage;

(iii)

except with respect to any Mortgage Loan for which the related Mortgage names the Custodian as nominee for the originating lender (or similar designation satisfactory to the Custodian), as beneficiary or mortgagee, either (A) a duly executed assignment of the Mortgage in blank, or (B) an original recorded assignment of the Mortgage from the Last Endorsee to the Custodian or a copy of such assignment of Mortgage certified by the Depositor, the originating lender, settlement agent, or escrow company as being a true and complete copy thereof which in either case may be included in a blanket assignment or assignments;

(iv)

each interim recorded assignment of such Mortgage, or a copy of each such interim recorded assignment of Mortgage certified by the Depositor, the originating lender, settlement agent, or escrow company as being a true and complete copy thereof;

(v)

the original or copies of each assumption, modification, written assurance or substitution agreement, if any;

(vi)

except as to any second lien Mortgage Loan in the original principal amount of $50,000.00 or less, either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property; and

(vii)

in the case of a Cooperative Loan, the originals of the following documents or instruments:

(a)

The Coop Shares, together with a stock power in blank;

(b)

The executed Security Agreement;

(c)

The executed Proprietary Lease;

(d)

The executed Recognition Agreement;

(e)

The executed UCC1 financing statement with evidence of recording thereon which have been filed in all places required to perfect the Depositor’s interest in the Coop Shares and the Proprietary Lease; and

(f)

Executed UCC3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trustee with evidence of recording thereon (or in a form suitable for recordation).

(viii)

the original Primary Mortgage Insurance Policy or certificate or, an electronic certification evidencing the existence of the Primary Mortgage Insurance Policy or certificate, if private mortgage guaranty insurance is required;

In the event that in connection with any Mortgage Loan the Depositor cannot deliver (a) the original recorded Mortgage or (b) any recorded assignments or interim assignments satisfying the requirements of clause (iii) or (iv) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office, the Depositor shall deliver such documents to the Trustee or the Custodian on its behalf as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date. The Depositor or Servicer shall forward or cause to be forwarded to the Trustee or the Custodian on its behalf (a) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (b) any other documents required to be delivered by the Depositor or the Servicer to the Trustee. In the case where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, the Depositor shall deliver to the Trustee a copy of such Mortgage certified (to the extent such certification is reasonably obtainable) by such public recording office to be a true and complete copy of the original recorded Mortgage.

In addition, in the event that in connection with any Mortgage Loan the Depositor cannot deliver the original or duplicate original lender’s title policy (together with all riders thereto), satisfying the requirements of clause (vi) above, concurrently with the execution and delivery hereof because the related Mortgage or a related assignment has not been returned from the applicable public recording office, the Depositor shall promptly deliver to the Trustee or the Custodian on its behalf such original or duplicate original lender’s title policy (together with all riders thereto) upon receipt thereof from the applicable title insurer, and in any event, within 720 days following the Closing Date.

Subject to the immediately following sentence, as promptly as practicable subsequent to the transfer set forth in clause (a) of this Section 2.1, and in any event, within thirty (30) days thereafter, the Servicer shall as to any Mortgage Loan with respect to which the Depositor delivers an assignment of the Mortgage in blank pursuant to clause (b)(iii)(A) of this Section 2.1, (i) complete each such assignment of Mortgage to conform to clause (b)(iii)(B) of this Section 2.1, (ii) cause such assignment to be in proper form for recording in the appropriate public office for real property records, and (iii) cause to be delivered for recording in the appropriate public office for real property records each such assignment of the Mortgages, except that, with respect to any assignments of Mortgage as to which the Servicer has not received the information required to prepare such assignments in recordable form, the Servicer’s obligation to do so and to deliver the same for such recording shall be as soon as practicable after receipt of such information and in any event within thirty (30) days after receipt thereof. Notwithstanding the foregoing, the Servicer need not cause to be recorded any assignment which relates to a Mortgage Loan in any state other than the Required Recordation States; however with respect to each MERS Mortgage Loan, the Master Servicer shall cause the Servicer, at the expense of the Depositor, to take such actions as are necessary to cause the Trustee to be clearly identified as the owner of each such Mortgage Loan on the record of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

In the case of Mortgage Loans that have been prepaid in full as of the Closing Date, the Depositor, in lieu of delivering the above documents to the Trustee or the Custodian on its behalf, will deposit in the Collection Account the portion of such payment that is required to be deposited in the Collection Account pursuant to Section 3.8 hereof.

Section 2.2

Acceptance by Trustee of the Mortgage Loans .

The Trustee or the Custodian, on behalf of the Trustee acknowledges receipt of the documents identified in the initial certification in the form annexed hereto as Exhibit C (the “Initial Certification”) and declares that it or the Custodian holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, and that it or the Custodian holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders.

The Trustee agrees to execute and deliver or to cause the Custodian to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Servicer an Initial Certification in the form annexed hereto as Exhibit C. Based on its or the Custodian’s review and examination, and only as to the documents identified in such Initial Certification, the Custodian, on behalf of the Trustee acknowledges that such documents appear regular on their face and relate to such Mortgage Loan. Neither the Trustee nor the Custodian shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face.

Not later than 360 days after the Closing Date, the Trustee shall deliver or shall cause the Custodian to deliver to the Depositor, the Master Servicer and the Servicer a Final Certification in the form annexed hereto as Exhibit D, with any applicable exceptions noted thereon. Notwithstanding anything to the contrary contained herein, in the event there are exceptions to the Final Certification, the Trustee may transmit such exceptions electronically (via email) to the Depositor, the Master Servicer and the Servicer, subject to the prior approval of the Depositor, the Master Servicer and the Servicer.

If, in the course of such review, the Trustee or the Custodian, on behalf of the Trustee finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.1 hereof (the “Mortgage Loan Document Requirements”), the Trustee shall list or shall cause the Custodian to list such as an exception in the Final Certification; provided, however that neither the Trustee nor the Custodian shall make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. [SMI] shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if [SMI] does not correct or cure such defect within such period, [SMI] shall either (a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.3 hereof, or (b) purchase such Mortgage Loan from the Trustee within 90 days from the date [SMI] was notified of such defect in writing at the Purchase Price of such Mortgage Loan; provided, however, that in no event shall such substitution or purchase occur more than 540 days from the Closing Date, except that if the substitution or purchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office, and there is a dispute between either the Servicer or [SMI] and the Trustee over the location or status of the recorded document, then such substitution or purchase shall occur within 720 days from the Closing Date. Any such substitution pursuant to (a) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.4 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit I. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by [SMI] in the Collection Account on or prior to the Servicer Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit I hereto, the Trustee shall cause the Custodian to release the related Mortgage File to [SMI] and shall execute and deliver at [SMI]’s request such instruments of transfer or assignment prepared by [SMI], in each case without recourse, as shall be necessary to vest in [SMI], or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. With respect to any [SMI] Mortgage Loans, the foregoing remedy against [SMI] for failure to deliver Mortgage Loans that satisfy the Mortgage Loan Document Requirements is provided in the related Sales Agreement (which, in turn, has been assigned to the Trustee pursuant to Section 2.1 hereof); and with respect to any Warehouse Mortgage Loans, the foregoing remedy against [SMI] has been assigned by the related Warehouse Seller pursuant to the applicable Sales Agreement or Subsequent Sales Agreement (which, in turn, has been assigned to the Trustee pursuant to Section 2.1 hereof).

As soon as practicable after the delivery of a Substitute Mortgage Loan under Section 2.3 hereof, the Master Servicer, at the expense of the Depositor and at the direction and with the cooperation of the Servicer, shall (i) with respect to a Substitute Mortgage Loan that is a Non-MERS Mortgage Loan, cause the assignment of mortgage to be recorded by the Servicer if required pursuant to Section 2.1 hereof or (ii) with respect to a Substitute Mortgage Loan that is a MERS Mortgage Loan, cause to be taken such actions as are necessary to cause the Trustee to be clearly identified as the owner of each such Mortgage Loan on the records of MERS if required pursuant to Section 2.1 hereof.

The Trustee shall retain or shall cause the Custodian to retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Servicer shall promptly deliver to the Trustee or the Custodian on its behalf, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Mortgage File as come into the possession of the Servicer from time to time.

It is understood and agreed that the obligation of [SMI] to substitute for or to purchase any Mortgage Loan which does not meet the requirements of Section 2.1 hereof shall constitute the sole remedy respecting such defect available to the Trustee and any Certificateholder against the Depositor or [SMI].

In order to facilitate sales and deliveries of Mortgage Loans to the Trust Fund, the Trustee may execute and deliver one or more remittance agency agreements in substantially the form of Exhibit K hereto (each, a "Remittance Agency Agreement"), and in such event the Trustee: (i) shall perform the duties of Remittance Agent (as that term is defined in the related Remittance Agency Agreement); and (ii) may accept as conclusive evidence of the release of the related security interests one or more security release certifications in substantially the form attached as Exhibit L hereto (each, a "Security Release Certification").

Section 2.3

Representations, Warranties and Covenants of the Depositor, Servicer and Master Servicer.

(a)

The Servicer represents and warrants to the Trustee that, as of the Closing Date:

(i)

the Servicer is a corporation licensed as a mortgage servicer duly organized, validly existing and in good standing under the laws of the state of its incorporation and has, and had at all relevant times, full corporate power to service the Mortgage Loans, to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement. The Servicer has all necessary licenses and is qualified to transact business in and is in good standing under the laws of each state where any Mortgaged Property is located or is otherwise exempt under applicable law from such qualification or is otherwise not required under applicable law to effect such qualification and no demand for such qualification has been made upon the Servicer by any state having jurisdiction;

(ii)

the execution and delivery of this Agreement by the Servicer and the performance by it of and compliance with the terms of this Agreement will not (A) violate the Servicer's articles of incorporation or by-laws or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of, any material contract, agreement or other instrument to which the Servicer is a party or which may be applicable to the Servicer or any of its assets or (B) result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such contract, agreement or other instrument;

(iii)

the Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement to be consummated by it, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation of the Servicer, enforceable against it in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(iv)

the Servicer is not in violation of, and the execution and delivery of this Agreement by the Servicer and the performance by it and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the condition (financial or otherwise) or operations of the Servicer or any of its properties or materially and adversely affect the performance of any of its duties hereunder; and

(v)

there are no actions or proceedings against, or investigations of, the Servicer pending or, to the knowledge of the Servicer, threatened, before any court, administrative agency or other tribunal (A) that, if determined adversely, would prohibit its entering into this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) that, if determined adversely, would prohibit or materially and adversely affect the performance by the Servicer of any of its obligations under, or the validity or enforceability of, this Agreement.

(b)

The Master Servicer represents and warrants to the Trustee that, as of the Closing Date:

(i)

the Master Servicer is a corporation licensed as a mortgage banker duly organized, validly existing and in good standing under the laws of the state of its incorporation and has, and had at all relevant times, full corporate power to service the Mortgage Loans, to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement. The Master Servicer has all necessary licenses and is qualified to transact business in and is in good standing under the laws of each state where a Mortgaged Property is located or is otherwise exempt under applicable law from such qualification or is otherwise not required under applicable law to effect such qualification and no demand for such qualification has been made upon the Master Servicer by any state having jurisdiction;

(ii)

the execution and delivery of this Agreement by the Master Servicer and the performance by it of and compliance with the terms of this Agreement will not (A) violate the Master Servicer's articles of incorporation or by-laws or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of, any material contract, agreement or other instrument to which the Master Servicer is a party or which may be applicable to the Master Servicer or any of its assets or (B) result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such contract, agreement or other instrument;

(iii)

the Master Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement to be consummated by it, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against it in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(iv)

the Master Servicer is not in violation of, and the execution and delivery of this Agreement by the Master Servicer and the performance by it and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the condition (financial or otherwise) or operations of the Master Servicer or any of its properties or materially and adversely affect the performance of any of its duties hereunder; and

(v)

there are no actions or proceedings against, or investigations of, the Master Servicer pending or, to the knowledge of the Master Servicer, threatened, before any court, administrative agency or other tribunal (A) that, if determined adversely, would prohibit its entering into this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) that, if determined adversely, would prohibit or materially and adversely affect the performance by the Master Servicer of any of its obligations under, or the validity or enforceability of, this Agreement.

(c)

The Depositor represents and warrants to the Trustee that, as of the Closing Date:

(i)

the Depositor is a corporation, duly organized, validly existing and in good standing under the laws of the state of its incorporation and has, and had at all relevant times, full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement;

(ii)

the execution and delivery of this Agreement by the Depositor and the performance by it of and compliance with the terms of this Agreement will not (A) violate the Depositor's articles of incorporation or by-laws or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of, any material contract, agreement or other instrument to which the Depositor is a party or which may be applicable to the Depositor or any of its assets or (B) result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such contract, agreement or other instrument;

(iii)

the Depositor has the full power and authority to enter into and consummate all transactions contemplated by this Agreement to be consummated by it, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(iv)

the Depositor is not in violation of, and the execution and delivery of this Agreement by the Depositor and the performance by it and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or any of its properties or materially and adversely affect the performance of any of its duties hereunder; and

(v)

there are no actions or proceedings against, or investigations of, the Depositor pending or, to the knowledge of the Depositor, threatened, before any court, administrative agency or other tribunal (A) that, if determined adversely, would prohibit its entering into this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) that, if determined adversely, would prohibit or materially and adversely affect the performance by the Depositor of any of its obligations under, or the validity or enforceability of, this Agreement.

(d)

Pursuant to Section 2.1(a)(iii) hereof, the Depositor has assigned to the Trustee, for the benefit of Certificateholders, its rights under each Sales Agreement and each Subsequent Sales Agreement, including each representation and warranty applicable to the Mortgage Loans (and the applicable remedies) set forth in such Sales Agreement or Subsequent Sales Agreement in respect of the Mortgage Loans. Each Sales Agreement and each Subsequent Sales Agreement provides remedies against [SMI] directly to the Depositor.

Upon discovery by any of the parties hereto of a breach of a representation or warranty made by the applicable Seller in respect of the Mortgage Loans that materially and adversely affects the interests of the Certificateholders in any such Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other parties. [SMI] hereby covenants that within 90 days of the earlier of its discovery or its receipt of written notice from any party of a breach such of any representation or warranty which materially and adversely affects the interests of the Certificateholders in any Mortgage Loan (it being understood that any such breach shall be deemed to materially and adversely affect the value of such Mortgage Loan or the interest of the Trust Fund therein, if the Trust Fund incurs a loss as the result of such breach), it shall cure such breach in all material respects, and if such breach is not so cured, shall, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee at the Purchase Price in the manner set forth below; provided, however, that any such substitution pursuant to (i) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.4(a) hereof, if any, and any such substitution pursuant to (i) above shall not be effected prior to the additional delivery to the Trustee or the Custodian on its behalf of a Request for Release substantially in the form of Exhibit I and the Mortgage File for any such Substitute Mortgage Loan. [SMI] shall promptly reimburse the Servicer and the Trustee for any expenses reasonably incurred by the Servicer or the Trustee in respect of enforcing the remedies against the related Seller. With respect to the representations and warranties described in this Section which are made to the best of [SMI]’s knowledge, if it is discovered by either the Servicer or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interests of the Certificateholders therein, notwithstanding [SMI]’s lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty.

With respect to any Substitute Mortgage Loan, [SMI] shall deliver to the Trustee or the Custodian on its behalf for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related assignment of the Mortgage, and such other documents and agreements as are required by Section 2.1, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.1. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Substitute Mortgage Loans in the month of substitution shall not be part of the Trust Fund and will be retained by [SMI] on the next succeeding Distribution Date. For the month of substitution, distributions to Certificateholders will include the monthly payment due on any Deleted Mortgage Loan for such month and thereafter [SMI] shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and [SMI] shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made by [SMI] pursuant to the related Sales Agreement with respect to such Mortgage Loan. Upon any such substitution and the deposit to the Collection Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Trustee shall release or shall cause the Custodian to release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to [SMI] and shall execute and deliver at [SMI]’s direction such instruments of transfer or assignment prepared by [SMI] , in each case without recourse, as shall be necessary to vest title in [SMI], or its designee, the Trustee’s interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.3.

For any month in which [SMI] substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will determine the amount (if any) by which the aggregate principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after application of the scheduled principal portion of the monthly payments due in the month of substitution). The amount of such shortage (the “Substitution Adjustment Amount”) plus an amount equal to the sum of (i) the aggregate of any unreimbursed Advances with respect to such Deleted Mortgage Loans and (ii) any costs and damages actually incurred and paid by or on behalf of the Trust in connection with any breach of the representation and warranty resulting from a violation of a predatory or abusive lending law applicable to such Mortgage Loan shall be deposited in the Collection Account by [SMI] on or before the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder.

In the event that [SMI] shall have repurchased a Mortgage Loan, the Purchase Price therefor shall be deposited in the Collection Account on or prior to the Servicer Deposit Date for the Distribution Date in the month following the month during which [SMI] became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Purchase Price, the delivery of the Opinion of Counsel required by Section 2.4 hereof and receipt of a Request for Release in the form of Exhibit I hereto, the Trustee shall release or shall cause the Custodian to release the related Mortgage File held for the benefit of the Certificateholders to [SMI], and the Trustee shall execute and deliver or shall cause the Custodian to execute and deliver at [SMI]’s direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, as shall be necessary to transfer title from the Trustee. It is understood and agreed that the obligation under this Agreement of each Seller to cure, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on their behalf.

The representations and warranties made pursuant to this Section 2.3 (and the representations and warranties with respect to the Mortgage Loans made in each Sales Agreement) shall survive delivery of the respective Mortgage Files to the Trustee or the Custodian for the benefit of the Certificateholders.

(e)

Upon discovery by the Depositor, the Servicer, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five (5) Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require [SMI], at [SMI]’s option, to either (i) substitute, if the conditions in Section 2.3(d) with respect to substitutions are satisfied, a Substitute Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to this Section 2.3. In the case of any [SMI] Mortgage Loans, the related Sales Agreement provides remedies against [SMI] directly to the Depositor; in the case of any Warehouse Mortgage Loans, the related Sales Agreement assigns such remedies against [SMI] from the applicable Warehouse Seller to the Depositor. The Trustee shall reconvey or shall cause the Custodian to reconvey to [SMI] the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in this Section 2.3.

Section 2.4

Delivery of Opinion of Counsel in Connection with Substitutions.

(a)

Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.2 or Section 2.3 shall be made more than 90 days after the Closing Date unless the Depositor or [SMI] delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not result in an Adverse REMIC Event.

Section 2.5

Execution and Delivery of Certificates.

The Trustee acknowledges the transfer and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, has executed and delivered to or upon the order of the Depositor, the Certificates in authorized denominations evidencing directly or indirectly the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates and to perform the duties set forth in this Agreement to the best of its ability, to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

Section 2.6

[Purchase of Subsequent Mortgage Loans].

(a)

Subject to the satisfaction of the conditions set forth in paragraph (b) below in consideration of the delivery on a Subsequent Sales Date to or upon the order of the Depositor of all or a portion of the Pre-Funded Amount, as the case may be, the Depositor shall on such Subsequent Sales Date sell, transfer, assign, set over and otherwise convey without recourse, to the Trust Fund, and the Trustee shall purchase on behalf of the Trust Fund, all the Depositor’s right, title and interest in and to the Subsequent Mortgage Loans, together with the related Mortgage Loan Files, covered by the Subsequent Sales Agreement delivered on such date.

(b)

The obligation of the Trustee to acquire Subsequent Mortgage Loans on behalf of the Trust Fund is subject to the satisfaction of each of the following conditions on or prior to the related Subsequent Sales Date:

(i)

the Depositor shall have delivered to the Trustee with a copy to the Master Servicer a duly executed written Subsequent Sales Agreement, which shall include a Schedule of Subsequent Mortgage Loans, and specifying the amount to be withdrawn from the Pre-Funding Account;

(ii)

the remaining term to maturity of each Subsequent Mortgage Loan may not exceed 30 years;

(iii)

no Subsequent Mortgage Loan will have been selected in a manner adverse to the interests of Certificateholders;

(iv)

the addition of the Subsequent Mortgage Loans will not result in the reduction, qualification or withdrawal of the then current ratings of the Certificates;

(v)

no Subsequent Mortgage Loan may have a Loan-to-Value Ratio or Combined Loan-to-Value Ratio greater than [100.00]%;

(vi)

each Subsequent Mortgage Loan will be underwritten in accordance with the Depositor’s underwriting guidelines;

(vii)

after giving effect to the acquisition of all the Subsequent Mortgage Loans, the Mortgage Loans in the applicable Group shall conform to the applicable Subsequent Delivery Requirements;

(viii)

the Depositor shall have provided the Master Servicer and the Trustee any information reasonably requested by any of them with respect to the Subsequent Mortgage Loans then to be sold to the Trust Fund;

(ix)

[each Subsequent Mortgage Loan in Group [ ] will be secured by a first lien and will be a conforming balance Mortgage Loan];

(x)

as of each Subsequent Sales Date, neither the Depositor nor [SMI] shall be insolvent, nor will either of them be made insolvent by such transfer;

(xi)

[the Funding Period shall not have ended]; and

(xii)

the Depositor and [SMI] each shall have delivered to the Master Servicer and the Trustee an Officer’s Certificate confirming (1) the satisfaction of each condition precedent specified in this paragraph (b), in the related Subsequent Sales Agreement and confirming that neither the Depositor nor the Issuer have received notice from [Moody’s] as described in Section 2.6(c)(iv) and (2) delivery of Opinions of Counsel with respect to corporate and tax matters relating to the transfer of Subsequent Mortgage Loans in the forms substantially similar to those delivered on the Closing Date.

(c)

Pursuant to Section 2.6(b) hereof, the Trustee shall remit on each Subsequent Sales Date to or upon the order of the Depositor from the Pre-Funding Account the amount specified by the Master Servicer only upon the Trustee’s receipt of:

(i)

a fully executed Subsequent Sales Agreement;

(ii)

the two Officer’s Certificates required by Section 2.6(b) hereof;

(iii)

an Opinion or Opinions of Counsel from each of the Depositor and [SMI] required by Section 2.6(b);

(iv)

a letter from [S&P] on the final Subsequent Sale Date confirming the condition provided in Section 2.6(b)(iv) (it being understood that, so long as [Moody's] has received a schedule describing the Subsequent Mortgage Loans at least 2 Business Days prior to the final Subsequent Sales Date and it has not notified the Depositor (as certified by the Depositor to the Trustee in the Officers Certificate delivered pursuant to Section 2.5(b)(xii)) or the Trustee that the addition of the Subsequent Mortgage Loans will result in the reduction, qualification or withdrawal of its then current ratings of the Certificates prior to 10:00 a.m. (New York City time) on the final Subsequent Sales Date, the addition of the Subsequent Mortgage Loans will be deemed not to result in the reduction, qualification or withdrawal of [Moody's] then current ratings of the Certificates); and

(v)

the written instruction from the Master Servicer setting forth the amounts to be paid as required by Section 2.6(b) hereof. The Trustee may rely and shall be protected in relying on all such Officer’s Certificates as evidencing full compliance with all conditions precedent specified in Section 2.6(b), without any further duty of inquiry with respect thereto.

(d)

On each Subsequent Sales Date and on the Determination Date immediately following the end of the Funding Period, the Master Servicer shall determine:

(i)

the amount and correct disposition of the Pre-Funded Amount, and

(ii)

any other necessary matters in connection with the administration of the Pre-Funding Account. If any amounts are released as a result of an error in calculation to the Holders or the Depositor from the Pre-Funding Account, the Depositor shall immediately repay such amounts to the Master Servicer.

(e)

The Depositor shall deliver (or cause to be delivered) to the Master Servicer for deposit in the Master Servicer Custodial Account on the related Servicer Deposit Date all principal and interest due in respect of such Subsequent Mortgage Loans after the related Subsequent Cut-off Date.]

Section 2.7

[Pre-Funding Account].

(a)

The Trustee shall establish and maintain the Pre-Funding Account to be held in trust for the benefit of the Certificateholders. The Pre-Funding Account shall be an Eligible Account. On the Closing Date, the Depositor will cause to be deposited in the Pre-Funding Account the Original Pre-Funded Amount. Amounts on deposit in the Pre-Funding Account shall be invested by the Trustee at the direction of the Depositor.

(b)

On any Subsequent Sales Date, the Master Servicer shall instruct the Trustee, with a copy to the Depositor,

(i)

to withdraw from the Pre-Funded Amount in the Pre-Funding Account an amount equal to 100% of the aggregate Stated Principal Balances of the Subsequent Mortgage Loans as of the applicable Subsequent Cut-off Date sold to the Trust on such Subsequent Sales Date, and

(ii)

to pay such amounts to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.6(c) hereof with respect thereto. In no event shall the Trustee withdraw from the Pre-Funding Account an amount in excess of the Original Pre-Funded Amount.

(c)

On the Business Day immediately following the end of the Funding Period, the Master Servicer shall instruct the Trustee to transfer the Pre-Funded Amount to the Distribution Account for distribution to the Holders of the Certificates in accordance with Article 4. The Pre-Funded Amount shall not be invested during the time such Pre-Funded Amount is held in the Distribution Account.

(d)

The Pre-Funding Account shall not be an asset of any REMIC created pursuant to this Agreement.]

ARTICLE 3

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.1

Servicer to Service Mortgage Loans .

For and on behalf of the Certificateholders, the Servicer shall service and administer the Mortgage Loans in accordance with the terms of this Agreement and customary and usual standards of practice of prudent mortgage loan servicers. In connection with such servicing and administration, the Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.2 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration, including but not limited to, the power and authority, subject to the terms hereof (i) to execute and deliver, on behalf of the Certificateholders and the Trustee, customary consents or waivers and other instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Pr

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