of the Standard Terms. (b) The Company hereby represents and warrants to the Trustee for the benefit of Certificateholders that as of the Closing Date (or, if otherwise specified below, as of the date so specified):
of the Standard Terms. In addition, the following provisions shall govern the defined terms set forth below for the Trust Agreement. If a term defined in the Standard Terms is also defined herein, the definition herein shall control.
of the Standard Terms. On the Closing Date, the Trustee shall execute, and the Certificate Registrar shall authenticate and deliver Mortgage Pass-Through Certificates in the names and amounts and to the Persons as directed by the Depositor. The table in Section 2.03 sets forth the Classes of Certificates, the initial Certificate Balance and the Certificate Rate for each Class of the Certificates. The Certificates authorized by this Trust Agreement shall consist of the Certificates having the designations, Initial Certificate Balances or Notional Amounts and Certificate Rates specified in the table in Section 2.03(d).
of the Standard Terms. All capitalized terms not otherwise defined herein are defined in the Pooling and Servicing Agreement. All Article, Section or Subsection references herein shall mean Article, Section or Subsections of the Pooling and Servicing Agreement, except as otherwise provided herein.
of the Standard Terms. The Custodian has not (1) inspected, reviewed or examined any such documents, instruments, securities or other papers to determine that they or the signatures thereon are genuine, enforceable, or appropriate for the represented purpose, any such documents, instruments, securities or other papers have actually been recorded or that any document that appears to be an original is in fact an original, or (2) determined whether any Mortgage File should include any surety or guaranty, Note Assumption Rider, buydown agreement, assumption agreement, modification agreement, written assurance or substitution agreement. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Custody Agreement. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Custodian By: Name: Title: EXHIBIT B FORM OF FINAL CERTIFICATION OF TRUSTEE January __, 2005 Saxon Asset Securities Trust 2005-1, as Issuer c/o Wilmington Trust Company Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Wilmington, Delaware 19890 Attention: Corporate Trust Administration Deutsche Bank Trust Company Americas, as Indenture Trustee 1761 East St. Xxxxxx Place Santa Ana, California 92705 Saxon Asset Securities Company 0000 Xxx Xxxx Glen Allen, Virginia 23060 Attention: President Saxon Funding Management, Inc., as Master Servicer 0000 Xxx Xxxx Glen Allen, Virginia 23060 Attention: President Saxon Mortgage Services, Inc. 0000 Xxxxxxxxxx Xxxxx Fort Worth, Texas 76137 Attention: President SAXON ASSET SECURITIES COMPANY MORTGAGE LOAN ASSET BACKED SECURITIES, SERIES 2005-1 Ladies and Gentlemen: In accordance with (i) Section 2.2 of the Sale and Servicing Agreement among Saxon Asset Securities Trust 2005-1, as issuer, Saxon Asset Securities Company, as depositor, Saxon Funding Management, Inc., as master servicer, Saxon Mortgage Services, Inc., as servicer and Deutsche Bank Trust Company Americas, as indenture trustee (the “Trustee”) and (ii) Section 2.3(a) of the Standard Terms of Custody Agreement (June 2000 Edition) (the “Standard Terms”) incorporated into the Custody Agreement, dated as of January 1, 2005 (together with the Standard Terms, the “Custody Agreement”), between the Indenture Trustee, and Deutsche Bank Trust Company Americas, as custodian (the “Custodian”), the Custodian hereby certifies that it has received and is holding a Mortgage File with respect to each Mortgage Loan (other than any Mortgage Loan listed on the schedule of exceptions attached hereto) listed on Schedule I (a ...
of the Standard Terms. The Custodian has not (1) inspected, reviewed or examined any such documents, instruments, securities or other papers to determine that they or the signatures thereon are genuine, enforceable, or appropriate for the represented purpose, any such documents, instruments, securities or other papers have actually been recorded or that any document that appears to be an original is in fact an original, or (2) determined whether any Mortgage File should include any surety or guaranty, Note Assumption Rider, buydown agreement, assumption agreement, modification agreement, written assurance or substitution agreement. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Custody Agreement. BANKERS TRUST COMPANY, as Custodian By:________________________________ Name:______________________________ Title:_______________________________ EXHIBIT D FORM OF FINAL CERTIFICATION OF TRUSTEE March __, 2002 Bankers Trust Company, as Trustee 0000 Xxxx Xx. Xxxxxx Xxxxx Santa Ana, California 92705 Saxon Asset Securities Company 0000 Xxx Xxxx Glen Allen, Virginia 23060 Attention: President Saxon Mortgage, Inc., as Master Servicer 0000 Xxx Xxxx Glen Allen, Virginia 23060 Attention: President Meritech Mortgage Services, Inc. 0000 Xxxxxxxxxx Xxxxx Xxxx Xxxxx, Xxxxx 00000 Attention: President SAXON ASSET SECURITIES COMPANY MORTGAGE LOAN ASSET BACKED SECURITIES, SERIES 2002-1 Ladies and Gentlemen: In accordance with (i) Section 2.02 of the Pooling and Servicing Agreement among Saxon Asset Securities Company, as depositor, Saxon Mortgage, Inc., as master servicer, Meritech Mortgage Services, Inc., as servicer and Bankers Trust Company, as trustee (the "Trustee") and (ii) Section 2.3(a) of the Standard Terms of Custody Agreement (June 2000 Edition) (the "Standard Terms") incorporated into the Custody Agreement dated as of March 1, 2002 (together with the Standard Terms, the "Custody Agreement") between the Trustee, and Bankers Trust Company, as custodian (the "Custodian"), the Custodian hereby certifies that it has received and is holding a Mortgage File with respect to each Mortgage Loan (other than any Mortgage Loan listed on the schedule of exceptions attached hereto) listed on Schedule I (a copy of which is attached hereto) to the Custody Agreement. In connection therewith, the Custodian has examined each Mortgage File to confirm that:
of the Standard Terms. If required, the Seller shall execute and deliver to the Trustee, upon the Trustee's request therefor, such further designations, powers of attorney or other instruments as the Trustee may reasonably deem necessary for the purposes hereof. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Agreement. BOMBARDIER CAPITAL INC. By: ------------------------------------------ Name: ---------------------------------------- Title: --------------------------------------- Acknowledged and Agreed: [Name of Trustee] ----------------------------------- By: -------------------------------- Name: ------------------------------
of the Standard Terms. The Custodian further certifies as to each Mortgage Note that:
of the Standard Terms. Except as described herein, neither the Trustee, nor any Custodian on its behalf, has made an independent examination of any documents contained in any Trustee Mortgage Asset File. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any documents contained in any Trustee Mortgage Asset File for any of the Mortgage Assets listed on the Mortgage Asset Schedule to the Pooling and Master Servicing Agreement, (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Asset or (iii) whether any Trustee Mortgage Asset File should include any assumption agreement, modification agreement, written assurance or substitution agreement. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Master Servicing Agreement.
of the Standard Terms. The Custodian has not (1) inspected, reviewed or examined any such documents, instruments, securities or other papers to determine that they or the signatures thereon are genuine, enforceable, or appropriate for the represented purpose, any such documents, instruments, securities or other papers have actually been recorded or that any document that appears to be an original is in fact an original, or (2) determined whether any Mortgage File should include any surety or guaranty, Note Assumption Rider, buydown agreement, assumption agreement, modification agreement, written assurance or substitution agreement. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Custody Agreement. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Custodian By: ______________________________ Name: ____________________________ Title: _____________________________ EXHIBIT E U.S. PERSON AFFIDAVIT PURSUANT TO SECTIONS 860D(a)(6)(A) and 860E(e)(4) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED Re: Saxon Asset Securities Company Series 2002-3 Trust (the “Trust”) Mortgage Loan Asset Backed Certificates, Class R STATE OF [_________] ) )ss: COUNTY/CITY OF [_______] ) Under penalties of perjury, I, the undersigned, declare that to the best of my knowledge and belief, the following representations are true, correct and complete:
