Exhibit 4.1
FIRST AMENDMENT TO TRUST AGREEMENT
THIS FIRST AMENDMENT dated as of December 18, 2001 (this "Amendment"), to
the Trust Agreement, dated as of July 1, 2001 (the "Agreement") and the Standard
Terms to Trust Agreement (February 2000 Edition) (the "Standard Terms" and
collectively, with the Agreement and the Amendment, the "Trust Agreement"),
among SAXON ASSET SECURITIES COMPANY, a Virginia corporation (the "Depositor"),
SAXON MORTGAGE, INC., a Virginia corporation, as master servicer (the "Master
Servicer"), and BANKERS TRUST COMPANY, a New York corporation, as trustee (the
"Trustee"), and also in the capacities of Certificate Registrar, Paying Agent,
and Calculation Agent pursuant to the Trust Agreement.
PRELIMINARY STATEMENT
WHEREAS, the Depositor duly authorized the formation of a trust (the
"Trust") to issue a series of asset backed certificates with an aggregate
initial Certificate Principal Balance of $650,410,000 to be known as the Saxon
Asset Securities Trust 2001-2, Mortgage Loan Asset Backed Certificates, Series
2001-2 (the "Certificates");
WHEREAS, the Certificates in the aggregate evidence the entire beneficial
ownership in the Trust;
WHEREAS, the Depositor, Master Servicer and Trustee have agreed to amend
the Trust Agreement, pursuant to Section 11.01(ii) of the Standard Terms as set
forth herein;
NOW, THEREFORE, in consideration of the mutual promises, covenants,
representations and warranties hereinafter set forth, the Depositor, the Master
Servicer and the Trustee agree as follows:
Section 1.01. Standard Terms; Section References.
(a) The Standard Terms as of the date hereof, as modified by Sections 1.01
and 1.02 of the Trust Agreement and Section 2.01 hereof, are and shall be a part
of this Agreement to the same extent as if set forth herein in full.
(b) Unless otherwise specified herein, all references in this Amendment to
sections shall mean sections contained in this Amendment.
Section 1.02. Defined Terms.
Capitalized terms used but not defined in this Amendment shall have the
respective meanings assigned to them in Section 1.01 of the Standard Terms. In
addition, if a term defined in the Standard Terms is also defined herein, the
definition herein shall control.
Section 2.01. Amendment to Section 1.02.
Article 1.02 of the Trust Agreement is hereby amended by replacing the
definition "Determination Date" with the following definition:
""Determination Date": As to any Distribution Date, the 17th Business Day
of the month occurring in the month of such Distribution Date (or if such day is
not a Business Day, the immediately preceding Business Day)."
Section 3.01. Representations and Warranties.
On and as of the date hereof, each of the Depositor and the Master Servicer
hereby confirms, reaffirms and restates the representations and warranties set
forth in Sections 2.04 and Section 2.05 of the Standard Terms.
Section 3.02. Corporate Power; Authorization.
Each of the Depositor and the Master Servicer has the full power and
authority to enter into and consummate all transactions contemplated by this
Amendment to be consummated by it, has duly authorized the execution, delivery
and performance of this Amendment, and has duly executed and delivered this
Amendment. This Amendment, assuming due authorization, execution and delivery by
the other parties hereto, constitutes a valid, legal and binding obligation of
each of the Depositor and the Master Servicer, enforceable against each party in
accordance with the terms hereof, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, receivership, moratorium or other
similar laws relating to or affecting the rights of creditors generally, and by
general equity principles (regardless of whether such enforcement is considered
in a proceeding in equity or at law).
Section 3.03. No Violation.
Each of the Depositor and the Master Servicer is not in violation of, and
the execution and delivery of this Amendment by the Depositor and the Master
Servicer and the performance by each party and compliance with the terms of this
Amendment will not constitute a violation with respect to, any order or decree
of any court or any order or regulation of any federal, state, municipal or
governmental agency having jurisdiction, which violation would materially and
adversely affect the condition (financial or otherwise) or operations of the
Depositor and the Master Servicer or any of each party's properties or
materially and adversely affect the performance of any of each party's duties
hereunder.
Section 3.04. No Actions; Proceedings.
There are no actions or proceedings against, or investigations of, the
Depositor or the Master Servicer pending or, to the knowledge of the Depositor
or the Master Servicer, threatened, before any court, administrative agency or
other tribunal (A) that, if determined adversely, would prohibit each party from
entering into this Amendment, (B) seeking to prevent the consummation of any of
the transactions contemplated by this Amendment or (C) that, if determined
adversely, would prohibit or materially and adversely affect the performance by
the Depositor or the Master Servicer of any of such party's obligations under,
or the validity or enforceability of, this Amendment.
Section 4.01. Recordation of Amendment; Counterparts.
To the extent permitted by applicable law, this Amendment is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Security Instruments are situated, and in any other
appropriate public recording office or elsewhere, only if such recording is
deemed necessary by an Opinion of Counsel (which shall not be an expense of the
Master Servicer or the Trustee) to the effect that such recordation materially
and beneficially affects the interests of the
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Certificateholders. Neither the Trustee nor the Master Servicer shall be
obligated to seek such recordation or Opinion of Counsel unless requested in
writing to do so by a Certificateholder, Rating Agency or Certificate Insurer,
in which case all legal fees and expenses related to such Opinion of Counsel
shall be paid by such requesting Person.
For the purpose of facilitating the recordation of this Amendment as herein
provided and for other purposes, this Amendment may be executed (by facsimile or
otherwise) simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
Section 4.02. 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.
Section 4.03. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Amendment shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Amendment and shall
in no way affect the validity or enforceability of the other provisions of this
Amendment or of the Certificates or the rights of the Holders thereof.
Section 4.03. Continuing Effect.
Except as expressly amended hereby, the Trust Agreement shall continue to
be and shall remain in full force and effect in accordance with its terms.
* * *
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IN WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee have
caused this Amendment to be duly executed by their respective officers thereunto
duly authorized and their respective signatures duly attested all as of December
18, 2001.
SAXON ASSET SECURITIES COMPANY
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, Vice President
SAXON MORTGAGE, INC.
as Master Servicer
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, Vice President
BANKERS TRUST COMPANY
as Trustee
By: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx, Assistant Secretary
COUNTY OF HENRICO )
) ss.:
COMMONWEALTH OF VIRGINIA)
The foregoing instrument was acknowledged before me on December 18, 2001,
by Xxxxxx X. Xxxxxxx, Vice President of Saxon Asset Securities Company, a
Virginia corporation, on behalf of the corporation.
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Notary Public
My Commission expires:
COUNTY OF HENRICO )
) ss.:
COMMONWEALTH OF VIRGINIA)
The foregoing instrument was acknowledged before me on December 18, 2001,
by Xxxxxx X. Xxxxxxx, Vice President of Saxon Mortgage, Inc., a Virginia
corporation, on behalf of the corporation.
-------------------------------
Notary Public
My Commission expires:
COUNTY OF ____________________ )
) ss.:
STATE OF CALIFORNIA )
The foregoing instrument was acknowledged before me on December 18, 2001,
by Xxxxxxx Xxxxxxxx, Assistant Secretary of Bankers Trust Company, a New York
corporation, on behalf of the bank.
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Notary Public
My Commission expires:
