SUBSEQUENT SALES AGREEMENT
Exhibit 99.1
This SUBSEQUENT SALES AGREEMENT (the “Agreement”) made on May 18, 2004, by Saxon Mortgage, Inc., a Virginia corporation (“Saxon Mortgage”) and Saxon Asset Securities Company, a Virginia corporation (“Saxon”), and acknowledged by Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”).
WHEREAS, Saxon Mortgage and Saxon are parties to a sales agreement, dated February 19, 2004 (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 Asset Securities Trust 2004-1 (the “Issuer”) pursuant to the Sale and Servicing Agreement, dated as of February 1, 2004 (the “Sale and Servicing Agreement”), among the Issuer, Saxon, Saxon Mortgage Services, Inc., as Servicer, the Indenture Trustee and Saxon Mortgage, 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 February 1, 2004, by and between the Issuer and the Indenture Trustee;
WHEREAS, the Sales Agreement contemplates that Saxon Mortgage 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 Mortgage, 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”) hereto 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 May 1, 2004 (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 further represents and warrants that (i) with respect to the Subsequent Mortgage Loans identified on Schedule II attached hereto, the fair market value of the related Mortgaged Property set forth in the related appraisal, which may have been performed as long as one year prior to origination of such Mortgage Loan, was at the time of such Mortgage Loan origination accurate in all material respects and (ii) all conditions set forth in Section 2.5 of the Sale 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 Saxon Mortgage.
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 Sale 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 and, pursuant to the Sale and Servicing Agreement, confirms the assignment of the Subsequent Mortgage Loans to the Issuer, and acknowledges that the Indenture Trustee, on behalf of the Issuer, has paid the Purchase Price for the Subsequent Mortgage Loans upon the order of Saxon.
(Signature Page Follows)
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/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
SAXON MORTGAGE, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President and Principal Financial Officer
The Custodian, on behalf of the Issuer and the Indenture Trustee, acknowledges receipt from Saxon of the Subsequent Mortgage Loans together with the Mortgage Files and other documents maintained as part of the related Mortgage Files.
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Custodian
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Assistant Vice President
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Associate
The Indenture Trustee acknowledges that it has directed the Paying Agent to withdraw $452,285,113.46 from the Pre-Funding Account.
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Assistant Vice President
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Associate
SCHEDULE I
SUBSEQUENT MORTGAGE LOANS
[Intentionally Omitted]
SCHEDULE II
[Intentionally Omitted]
