0001162318-04-000129 Sample Contracts

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Saxon Asset Securities Trust Mortgage Loan Asset Backed Securities, Series 2004-1 UNDERWRITING AGREEMENT
Underwriting Agreement • March 2nd, 2004 • Saxon Asset Securities Co • Asset-backed securities • New York

Underwriting Agreement: Subject to the terms and conditions set forth and incorporated by reference herein, the Company hereby agrees to sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston LLC, J.P. Morgan Securities Inc. and Greenwich Capital Markets, Inc. (collectively, the “Underwriters”), and the Underwriters hereby agree to purchase from the Company, on or about February 19, 2004, the Underwritten Securities at the purchase price and on the terms set forth below; provided, however, that the obligations of the Underwriters are subject to: (i) receipt by the Company of the ratings specified in the table below by Standard & Poor’s Rating Service (“S&P”), and Moody’s Investors Service (“Moody’s,” and together with S&P, the “Rating Agencies”) with respect to each Class of Securities; (ii) receipt of a Prospectus Supplement; (iii) receipt of the Sales Agreement, dated as of February 19, 2004, by and between the Company and SMI; (iv) receipt of the Sale

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