EXECUTION
SUBSEQUENT SALES
AGREEMENT
This SUBSEQUENT SALES AGREEMENT (the
“Agreement”) made on October 28, 2005, 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, 2005 (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 2005-3 (the “Issuer”) pursuant to the
Sale and Servicing Agreement, dated as of September 1, 2005 (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, 2005,
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
