Subsequent Sales Agreement between Saxon Mortgage, Inc., Saxon Asset Securities Company, and Bankers Trust Company (Trustee)
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This agreement, dated November 30, 2001, is between Saxon Mortgage, Inc., Saxon Asset Securities Company, and Bankers Trust Company as Trustee. Saxon Mortgage sells and transfers a pool of mortgage loans to Saxon, which then assigns them to a trust (Saxon Securities Asset Trust 2001-3). The Trustee acknowledges receipt of the loans and payment of the purchase price. The agreement confirms that all conditions and warranties are met, and that no default or material adverse change has occurred since the original sales agreement.
EX-4.1 3 ex.txt EXHIBIT 4.1 SUBSEQUENT SALES AGREEMENT This SUBSEQUENT SALES AGREEMENT ("Agreement") made on November 30, 2001, by Saxon Mortgage, Inc., a Virginia corporation ("Saxon Mortgage") and Saxon Asset Securities Company, a Virginia corporation ("Saxon"), and acknowledged by Bankers Trust Company (the "Trustee"). WHEREAS, Saxon Mortgage and Saxon are parties to a sales agreement dated October 11, 2001 (the "Sales Agreement"), with respect to the sale by Saxon Mortgage 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 Securities Asset Trust 2001-3 (the "Trust") established pursuant to the Pooling and Servicing Agreement dated as of September 1, 2001 (the "Pooling and Servicing Agreement"), among Saxon, Meritech Mortgage Services, Inc., as Servicer, the Trustee and Saxon Mortgage, as the Master Servicer; WHEREAS, the Pooling and Servicing Agreement contemplates that Saxon Mortgage will transfer additional mortgage loans to Saxon and that Saxon will transfer such mortgage loans to the Trust; NOW, THEREFORE, Saxon Mortgage, for and in consideration of an amount equal to the aggregate Scheduled Principal Balance of the Mortgage Loans identified on Schedules IA and IB hereto (the "Subsequent Mortgage Loans") hereto paid to it by the Trust 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 Trustee Mortgage Loan Files and other documents maintained as part of the related Trustee Mortgage Loan Files and all payments thereon and proceeds of the conversion, voluntary or involuntary of the foregoing on and after November 1, 2001 (the "Subsequent Cut-Off Date"). Saxon Mortgage hereby acknowledges receipt of the amount set forth above, which constitutes the Purchase Price for the Subsequent Mortgage Loans. Saxon Mortgage makes, with respect to the Subsequent Mortgage Loans, the representations and warranties set forth in Exhibit B to the Sales Agreement and represents and warrants that all conditions set forth in Section 2.6 of the Pooling and Servicing Agreement have been met. Saxon Mortgage confirms that, since the date of the Sales Agreement, no event has occurred which, with notice or the passage of time, would constitute a default under the Sales Agreement, and there has been no material adverse change or development involving a prospective material adverse change in the business operations, financial condition, properties or assets of the Seller. Unless otherwise defined herein, capitalized terms used in this Subsequent Sales Agreement shall have the meanings assigned to them in the Sales Agreement, or if not assigned in the Sales Agreement, the Pooling and Servicing Agreement. Saxon hereby acknowledges receipt from Saxon Mortgage of the Subsequent Mortgage Loans, subject to its right of inspection set forth in Section 3 of the Sales Agreement, pursuant to the Pooling and Servicing Agreement confirms the assignment of the Subsequent Mortgage Loans to the Trust, and acknowledges that the Trust has paid the Purchase Price for the Subsequent Mortgage Loans upon the order of Saxon. (Signature Page Follows) 2 IN WITNESS WHEREOF, Saxon and Saxon Mortgage have caused this Subsequent Sales Agreement to be executed and delivered by their respective officers thereunto duly authorized as of the date above written. SAXON ASSET SECURITIES COMPANY By: /s/ BRADLEY D. ADAMS ------------------------------------- Bradley D. Adams Senior Vice President SAXON MORTGAGE, INC. By: /s/ MICHAEL SAWYER ------------------------------------- Michael Sawyer President 3 The Custodian, on behalf of the Trust, acknowledges receipt from Saxon of the Subsequent Mortgage Loans together with the Trustee Mortgage Loan Files and other documents maintained as part of the related Trustee Mortgage Loan Files and the Trustee acknowledges that it has directed the Paying Agent to withdraw $68,368,047.21 from the Group I Pre-Funded Amount and $169,998,071.60 from the Group II Pre-Funded Amount. BANKERS TRUST COMPANY, as Trustee By: /s/ BARBARA CAMPBELL ------------------------------------- Name: Barbara Campbell ------------------------------- Title: Assistant Secretary ------------------------------ BANKERS TRUST COMPANY, as Custodian By: /s/ BARBARA CAMPBELL ------------------------------------- Name: Barbara Campbell ------------------------------- Title: Assistant Secretary ------------------------------ 4
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1326 SCHEDULE IB SUBSEQUENT MORTGAGE LOANS
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