EXHIBIT 4
EXECUTION COPY
AMENDMENT TO THE POOLING AND SERVICING AGREEMENT
This AMENDMENT TO THE POOLING AND SERVICING AGREEMENT, dated as of
July 7, 2005 (the "Amendment"), among SECURITIZED ASSET BACKED RECEIVABLES LLC,
a Delaware limited liability company, as depositor (the "Depositor"), SAXON
MORTGAGE SERVICES, INC., a Texas corporation (the "Servicer"), MORTGAGERAMP INC.
(the "Loan Performance Advisor"), FREMONT INVESTMENT & LOAN, a California
state-chartered industrial bank (the "Responsible Party"), and XXXXX FARGO BANK,
NATIONAL ASSOCIATION, a national banking association, as trustee (the
"Trustee"), amends the Pooling and Servicing Agreement, dated as of May 1, 2005
(the "Pooling and Servicing Agreement"), among the Depositor, the Servicer, the
Loan Performance Advisor the Responsible Party, and the Trustee.
RECITALS
WHEREAS, the parties hereto have entered into the Pooling and
Servicing Agreement relating to the Securitized Asset Backed Receivables LLC
Trust 2005-FR2;
WHEREAS, the parties hereto desire to modify the Pooling and
Servicing Agreement as set forth in this Amendment;
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Defined Terms. Except as amended below, capitalized terms used
herein but not defined herein have the respective meanings given them in the
Pooling and Servicing Agreement.
2. Amendments.
(a) The definition of "Cap Agreements" in Article I of the Pooling
and Servicing Agreement is hereby amended by adding "Class A-1 Cap Agreement,
the" before "Class A-2 Cap Agreement", so that such definition reads in its
entirety as follows: "Cap Agreements: The Class A-1 Cap Agreement, the Class A-2
Cap Agreement, the Class M Cap Agreement, the Class B Cap Agreement and the
Class X Cap Agreement."
(b) The following definition is inserted in alphabetical order in
Article I of the Pooling and Servicing Agreement:
"Class A-1 Cap Agreement: The interest rate cap agreement, dated
June 27, 2005, between the Cap Provider and the Trustee, relating to
the Class A-1A and Class A-1B Certificates."
(c) The definition of "Interest Rate Cap Payment" in Article I of
the Pooling and Servicing Agreement is hereby amended by deleting it in its
entirety and replacing it with the following:
"Interest Rate Cap Payment: (a) With respect to the Class A-1A and
Class A-1B Certificates, for the first 26 Distribution Dates
beginning in July 2005, the amount, if any, equal to the product of
(i) the excess, if any, of the lesser of (A) the one-month LIBOR
rate as of the related reset date under the Class A-1 Cap Agreement
and (B) the applicable cap ceiling rate set forth on Schedule A to
such Cap Agreement for such Distribution Date, over the applicable
cap strike rate set forth on Schedule A to such Cap Agreement for
such Distribution Date, calculated on an "actual/360" basis, (ii)
the applicable Class A-1 cap notional amount set forth on Schedule A
to such Cap Agreement for such Distribution Date, and (iii) the
multiplier set forth on Schedule A to such Cap Agreement; (b) with
respect to the Class A-2A, Class A-2B and Class A-2C Certificates,
for the first 38 Distribution Dates, the amount, if any, equal to
the product of (i) the excess, if any, of the lesser of (A) the
one-month LIBOR rate as of the related reset date under the Class
A-2 Cap Agreement and (B) the applicable cap ceiling rate set forth
on Schedule A to such Cap Agreement for such Distribution Date, over
the applicable cap strike rate set forth on Schedule A to such Cap
Agreement for such Distribution Date, calculated on an "actual/360"
basis, (ii) the applicable Class A-2 cap notional amount set forth
on Schedule A to such Cap Agreement for such Distribution Date, and
(iii) the multiplier set forth on Schedule A to such Cap Agreement;
(c) with respect to the Class M Certificates, for the first 27
Distribution Dates, the amount, if any, equal to the product of (i)
the excess, if any, of the lesser of (A) the one-month LIBOR rate as
of the related reset date under the Class M Cap Agreement and (B)
the applicable cap ceiling rate set forth on Schedule A to such Cap
Agreement for such Distribution Date, over the applicable cap strike
rate set forth on Schedule A to such Cap Agreement for such
Distribution Date, calculated on an "actual/360" basis, (ii) the
applicable Class M cap notional amount set forth on Schedule A to
such Cap Agreement for such Distribution Date, and (iii) the
multiplier set forth on Schedule A to such Cap Agreement; (d) with
respect to the Class B Certificates, for the first 27 Distribution
Dates, the amount, if any, equal to the product of (i) the excess,
if any, of the lesser of (A) the one-month LIBOR rate as of the
related reset date under the Class B Cap Agreement and (B) the
applicable cap ceiling rate set forth on Schedule A to such Cap
Agreement for such Distribution Date, over the applicable cap strike
rate set forth on Schedule A to such Cap Agreement for such
Distribution Date, calculated on an "actual/360" basis, (ii) the
applicable Class B cap notional amount set forth on Schedule A to
such Cap Agreement for such Distribution Date, and (iii) the
multiplier set forth on Schedule A to such Cap Agreement; and (e)
with respect to the Class X Certificates, for the first 24
Distribution Dates, the amount, if any, equal to the product of (i)
the excess, if any, of the lesser of (A) the one-month LIBOR rate as
of the related reset date under the Class X Cap Agreement and (B)
the applicable cap ceiling rate set forth on Schedule A to such Cap
Agreement for such Distribution Date, over the applicable cap strike
rate set forth on Schedule A to such Cap Agreement for such
Distribution Date, calculated on an "actual/360" basis, (ii) the
applicable Class X cap notional amount set forth on Schedule A to
such Cap Agreement for such Distribution Date, and (iii) the
multiplier set forth on Schedule A to such Cap Agreement."
(d) Article II, Section 2.01(a) of the Pooling and Servicing
Agreement is hereby amended by adding to the second full sentence "(or with
respect to the Class A-1 Cap Agreement, June 27, 2005)" after "On the Closing
Date" and before ", the Depositor", so that such sentence reads in its entirety
as follows: "On the Closing Date (or with respect to the Class A-1 Cap
Agreement, June 27, 2005), the Depositor shall pay, without any right of
reimbursement from the Trust, to the Cap Provider the "Fixed Amount" (as defined
in the related Cap Agreement) due and payable to the Cap Provider pursuant to
the terms of each Cap Agreement."
(e) Article IV, Section 4.02(a)(iii)(P) of the Pooling and Servicing
Agreement is hereby amended by deleting it in its entirety and replacing it with
the following:
"concurrently, (i) from any Interest Rate Cap Payments with respect
to the Class A-1 Cap Agreement on deposit in the Excess Reserve Fund
Account with respect to such Distribution Date, an amount equal to
any unpaid Basis Risk Carry Forward Amount with respect to the Class
A-1A and Class A-1B Certificates for such Distribution Date,
allocated (a) first, among such Classes of Certificates, pro rata,
based upon their respective Class Certificate Balances (only with
respect to those Group I Class A Certificates with an outstanding
Basis Risk Carry Forward Amount) and (b) second, any remaining
amounts to the Class A-1A and Class A-1B Certificates, pro rata,
based on any such Basis Risk Carry Forward Amounts remaining unpaid,
to reimburse such Basis Risk Carry Forward Amounts remaining unpaid,
(ii) from any Interest Rate Cap Payments with respect to the Class
A-2 Cap Agreement on deposit in the Excess Reserve Fund Account with
respect to such Distribution Date, an amount equal to any unpaid
Basis Risk Carry Forward Amount with respect to the Class A-2A,
Class A-2B and Class A-2C Certificates for such Distribution Date,
allocated (a) first, among such Classes of Certificates, pro rata,
based upon their respective Class Certificate Balances (only with
respect to those Group II Class A Certificates with an outstanding
Basis Risk Carry Forward Amount) and (b) second, any remaining
amounts to the Class A-2A, Class A-2B and Class A-2C Certificates,
pro rata, based on any such Basis Risk Carry Forward Amounts
remaining unpaid, to reimburse such Basis Risk Carry Forward Amounts
remaining unpaid, (iii) from any Interest Rate Cap Payments with
respect to the Class M Cap Agreement on deposit in the Excess
Reserve Fund Account with respect to such Distribution Date, an
amount equal to any unpaid Basis Risk Carry Forward Amount with
respect to the Class M Certificates for such Distribution Date to
the Class M Certificates, allocated (a) first, among the Class M-1
Certificates, Class M-2 Certificates and Class M-3 Certificates, pro
rata, based upon their respective Class Certificate Balances (only
with respect to those Class M Certificates with an outstanding Basis
Risk Carry Forward Amount) and (b) second, any remaining amounts to
the Class M-1 Certificates, Class M-2 Certificates and Class M-3
Certificates, pro rata, based on any such Basis Risk Carry Forward
Amounts remaining unpaid, to reimburse such Basis Risk Carry Forward
Amounts remaining unpaid, and (iv) from any Interest Rate Cap
Payments with respect to the Class B Cap Agreement on deposit in the
Excess Reserve Fund Account with respect to such Distribution Date,
an amount equal to any unpaid Basis Risk Carry Forward Amount with
respect to the Class B Certificates for such Distribution Date to
the Class B Certificates, allocated (a) first, among the Class B-1
Certificates, Class B-2 Certificates, Class B-3 Certificates and
Class B-4 Certificates, pro rata, based upon their respective Class
Certificate Balances (only with respect to those Class B
Certificates with an outstanding Basis Risk Carry Forward Amount)
and (b) second, any remaining amounts to the Class B-1 Certificates,
Class B-2 Certificates, Class B-3 Certificates and Class B-4
Certificates, pro rata, based on any such Basis Risk Carry Forward
Amounts remaining unpaid, to reimburse such Basis Risk Carry Forward
Amounts remaining unpaid;"
3. Ratification of Agreement. Except as modified and expressly
amended by this Amendment, the Pooling and Servicing Agreement is in all
respects ratified and confirmed, and all the terms, provisions and conditions
thereof shall be and remain in full force and effect.
4. Counterparts. This Amendment may be executed by one or more of
the parties hereto on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
5. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE
CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered as of the day and year first above written.
SECURITIZED ASSET BACKED RECEIVABLES
LLC
By: /s/ Xxxx Xxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxx
Title: Director
XXXXX FARGO BANK, NATIONAL
ASSOCIATION,
solely as Trustee and not in its
individual capacity
By: /s/ Xxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
SAXON MORTGAGE SERVICES, INC.
By: /s/ Xxxxxx X. Xxxx
--------------------------------------
Name: Xxxxxx X. Xxxx
Title: SVP
MORTGAGERAMP INC.
By: /s/ D. Xxxxx Xxxxxxx
--------------------------------------
Name: D. Xxxxx Xxxxxxx
Title: EMD
FREMONT INVESTMENT & LOAN
By: /s/ Xxxx Xxxxxxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxxxxxx
Title: SVP
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee (the
"Indenture Trustee") and Holder of a 100% Percentage Interest in the Class X
Certificates issued pursuant to the Pooling and Servicing Agreement, hereby
consents to this Amendment.
XXXXX FARGO BANK, NATIONAL
ASSOCIATION,
as Indenture Trustee for the
Securitized Asset Backed NIM Trust
2005-FR2, Securitized Asset Backed NIM
Notes, Series 2005-FR2 (the "Notes")
By: /s/ Xxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
UBS, AG and BARCLAYS OVERSIGHT MANAGEMENT INC. hereby direct the Indenture
Trustee to consent to this Amendment.
UBS, AG
By: /s/ Xxxxxxx Xxxxxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxxxxx
Title: Executive Director
BARCLAYS OVERSIGHT MANAGEMENT INC.
By: /s/ Xxxx Xxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxx
Title: Director
BARCLAYS OVERSIGHT MANAGEMENT INC. (as holder of all of the Owner Trust
Certificates, representing all of the equity interests in the SECURITIZED ASSET
BACKED NIM TRUST 2005-FR2, which trust is the owner of the Class X Certificates
issued pursuant to the Pooling and Servicing Agreement and has pledged such
Class X Certificates to the Indenture Trustee on behalf of the holders of the
Notes), hereby consents to this Amendment.
BARCLAYS OVERSIGHT MANAGEMENT
INC.
By: /s/ Xxxx Xxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxx
Title: Director
