EXECUTION
SUBSEQUENT SALES
AGREEMENT
This SUBSEQUENT
SALES AGREEMENT (the “Agreement”) made on November 14,
2006, by Saxon Funding Management, Inc., a Delaware corporation
(“Saxon Funding”), and Saxon Asset Securities Company,
a Virginia corporation (“Saxon”), and acknowledged by
Deutsche Bank Trust Company Americas, as indenture trustee (the
“Indenture Trustee”).
WHEREAS, Saxon Funding and Saxon are parties to a sales
agreement, dated September 1, 2006 (the “Sales
Agreement”), with respect to the sale by Saxon Funding and
purchase by Saxon of certain mortgage loans;
WHEREAS, Saxon has transferred the mortgage loans covered
by the Sales Agreement and certain other assets to Saxon Asset
Securities Trust 2006-3 (the “Issuer”) pursuant to the
Sale and Servicing Agreement, dated as of September 1, 2006 (the
“Sale and Servicing Agreement”), among the Issuer,
Saxon, Saxon Mortgage Services, Inc., as Servicer, the Indenture
Trustee and Saxon Funding, as the Master Servicer, and the Issuer
has pledged such mortgage loans and other assets to the Indenture
Trustee pursuant to the Indenture, dated as of September 1, 2006,
by and between the Issuer and the Indenture Trustee;
WHEREAS, the Sales Agreement contemplates that Saxon
Funding will transfer additional mortgage loans to Saxon and the
Sale and Servicing Agreement contemplates that Saxon will transfer
such additional mortgage loans to the Issuer;
NOW,
THEREFORE, Saxon
Funding, for and in consideration of an amount equal to the
aggregate Scheduled Principal Balance of the Mortgage Loans
identified on Schedule I hereto (the “Subsequent Mortgage
Loans”) paid to it by the Indenture Trustee out of the Trust
Estate upon the order of Saxon, and for other good and valuable
consideration, the sufficiency of which is hereby acknowledged,
does hereby bargain, sell, convey, assign and transfer to Saxon,
without recourse, free and clear of any liens, claims or other
encumbrances, all its right, title and interest in and to each of
the Subsequent Mortgage Loans, together with the Mortgage Files and
other documents maintained as part of the related Mortgage Files
and all payments thereon and proceeds of the conversion, voluntary
or involuntary of the foregoing after November 1, 2006 (the
“Subsequent Cut-Off Date”).
Saxon Funding
hereby acknowledges receipt of the amount set forth above, which
constitutes the Purch
