BISHOP’S GATE RESIDENTIAL MORTGAGE TRUST, as Issuer and THE BANK OF NEW YORK, as Indenture Trustee and Series 1999-1 Agent SERIES 1999-1 SUPPLEMENT dated as of November 22, 1999 to BASE INDENTURE dated as of December 11, 1998
Exhibit
10.2
XXXXXX’X
GATE RESIDENTIAL MORTGAGE TRUST,
as
Issuer
and
THE
BANK
OF NEW YORK,
as
Indenture Trustee and Series 1999-1 Agent
_____________________
SERIES
1999-1 SUPPLEMENT
dated
as
of November 22, 1999
to
BASE
INDENTURE
dated
as
of December 11, 1998
_______________________
TABLE
OF CONTENTS
Page
|
PRELIMINARY
STATEMENT
|
1
|
|
|
DESIGNATION
|
1
|
|
|
ARTICLE
I
|
||
|
DEFINITIONS
|
||
|
ARTICLE
II
|
||
|
SERIES
1999-1 ALLOCATIONS
|
||
|
Section
2.1
|
Allocations
with Respect to the Series 1999-1 Notes.
|
3
|
|
Section
2.2
|
Calculation
of Note Interest.
|
3
|
|
Section
2.3
|
Payment
of Note Interest.
|
5
|
|
Section
2.4
|
Payment
of Note Principal.
|
5
|
|
Section
2.5
|
Series
1999-1 Distribution Account.
|
6
|
|
ARTICLE
III
|
||
|
FORM
OF SERIES 1999-1 NOTES
|
||
|
Section
3.1
|
Restricted
Global Series 1999-1 Notes; Definitive Series 1999-1
Notes.
|
7
|
|
Section
3.2
|
Temporary
Global Series 1999-1 Notes; Permanent Global Series 1999-1
Notes.
|
8
|
|
ARTICLE
IV
|
||
|
GENERAL
|
||
|
Section
4.1
|
Optional
Repurchase.
|
8
|
|
Section
4.2
|
Information.
|
8
|
|
Section
4.3
|
Exhibits.
|
9
|
|
Section
4.4
|
Ratification
of Base Indenture.
|
9
|
|
Section
4.5
|
Counterparts.
|
9
|
|
Section
4.6
|
Governing
Law.
|
9
|
|
Section
4.7
|
Amendments.
|
9
|
|
Section
4.8
|
Discharge
of Indenture.
|
9
|
|
Section
4.9
|
Notice
to Rating Agencies.
|
9
|
|
Section
4.10
|
Action
by Direction of Required Noteholders.
|
10
|
|
Section
4.11
|
Credit
Amount Percentage; Minimum Credit Amount.
|
10
|
|
Section
4.12
|
Series
Program Size.
|
10
|
|
Section
4.13
|
Protections
Under Base Indenture.
|
10
|
-i-
Exhibit
A-1-1: Form
of
Restricted Global Series 1999-1 Note
Exhibit
A-1-2: Form
of
Temporary Global Series 1999-1 Note
Exhibit
A-1-3: Form
of
Permanent Global Series 1999-1 Note
Exhibit
A-2 Form
of
Definitive Series 1999-1 Note
-ii-
SERIES
1999-1 SUPPLEMENT, dated as of November 22, 1999 (this “Supplement”)
between XXXXXX’X GATE RESIDENTIAL MORTGAGE TRUST, a business trust established
under the laws of Delaware (the “Issuer”),
THE
BANK OF NEW YORK, a New York banking corporation, as indenture trustee (together
with its successors in trust thereunder as provided in the Base Indenture
referred to below, the “Indenture
Trustee”),
and
THE BANK OF NEW YORK, as agent for the benefit of the Series 1999-1 Noteholders
(the “Series
1999-1 Agent”),
to
the Base Indenture, dated as of December 11, 1998, between the Issuer and the
Indenture Trustee (as amended, modified or supplemented from time to time,
exclusive of Supplements creating a new Series of Notes, the “Base
Indenture”).
PRELIMINARY
STATEMENT
WHEREAS,
Sections
2.2
and
12.1
of the
Base Indenture provide, among other things, that the Issuer and the Indenture
Trustee may at any time and from time to time enter into a supplement to the
Base Indenture for the purpose of authorizing the issuance of one or more Series
of Notes.
NOW,
THEREFORE, the parties hereto agree as follows:
DESIGNATION
There
is
hereby created a Series of Notes to be issued pursuant to the Base Indenture
and
this Supplement and such Series of Notes shall be designated as Variable Rate
Term Notes, Series 1999-1 (the “Series
1999-1 Notes”).
The
Series 1999-1 Notes shall be issued in an original principal amount of
$400,000,000.
The
proceeds from the sale of the Series 1999-1 Notes shall be deposited in the
Collection Account and shall be used by the Issuer to acquire eligible Mortgage
Loans from the Seller and to pay any amounts due and owing on the Issuer’s
outstanding obligations in accordance with the Program Documents.
ARTICLE
I
DEFINITIONS
(a) All
capitalized terms not otherwise defined herein are defined in the Definitions
List attached to the Base Indenture as Schedule
I
thereto.
All Article, Section or Subsection references herein shall refer to Articles,
Sections or Subsections of the Base Indenture, except as otherwise provided
herein. Unless otherwise stated herein, as the context otherwise requires or
if
such term is otherwise defined in the Base Indenture, each capitalized term
used
or defined herein shall relate only to the Series 1999-1 Notes and not to any
other Series of Notes issued by the Issuer.
(b) The
following words and phrases shall have the following meanings with respect
to
the Series 1999-1 Notes and the definitions of such terms are applicable to
the
singular as well as the plural form of such terms and to the masculine as well
as the feminine and neuter genders of such terms:
“Credit
Amount Percentage”
has
the
meaning specified in Section 4.11 hereof.
-1-
“Definitive
Series 1999-1 Note”
shall
have the meaning specified in Section 3.1 hereof.
“LIBOR”
has
the
meaning specified in Section
2.2(b)
of this
Supplement.
“LIBOR
Determination Date”
has
the
meaning specified in Section
2.2(b)
of this
Supplement.
“Minimum
Credit Amount”
has
the
meaning specified in Section 4.11 hereof.
“Permanent
Global Series 1999-1 Note”
has
the
meaning specified in Section
3.2
of this
Supplement.
“Reference
Banks”
has
the
meaning specified in Section
2.2(b)
of this
Supplement.
“Required
Noteholders”
means
Series 1999-1 Noteholders holding 50% or more of the principal amount of the
outstanding Series 1999-1 Notes.
“Restricted
Global Series 1999-1 Note”
has
the
meaning specified in Section
3.1
of this
Supplement.
“Series
1999-1 Agent”
has
the
meaning specified in the initial paragraph hereto.
“Series
1999-1 Closing Date”
means
November 22, 1999.
“Series 1999-1
Collateral”
means
the Collateral and the Series 1999-1 Distribution Account
Collateral.
“Series
1999-1 Distribution Account”
has
the
meaning specified in Section
2.5(a)
of this
Supplement.
“Series
1999-1 Distribution Account Collateral”
has
the
meaning specified in Section
2.5(d)
of this
Supplement.
“Series
1999-1 Final Distribution Date”
means
the September 20, 2006 Distribution Date.
“Series
1999-1 Interest Period”
means,
with respect to each Distribution Date, the period from and including the first
day of the month preceding the month of the Distribution Date (or in the case
of
the first Distribution Date, the Series 1999-1 Closing Date) to and including
the last day of the month preceding the month in which the Distribution Date
occurred or in the case of the Distribution Date which is also the Series 1999-1
Final Distribution Date to such Series 1999-1 Final Distribution
Date.
“Series
1999-1 Monthly Interest”
means,
with respect to each Distribution Date, interest distributions with respect
to
the Series 1999-1 Notes equal to the product of (i) the outstanding principal
amount of the Series 1999-1 Notes on the preceding Distribution Date (after
giving effect to all distributions and allocations made on such preceding
Distribution Date), (ii) the Series 1999-1 Note Rate for the related Series
1999-1 Interest Period and (iii) the actual number of days in such Series 1999-1
Interest Period divided by 360.
-2-
“Series
1999-1 Note”
shall
have the meaning specified in Section 3.1 hereof.
“Series
1999-1 Note Calculation Agent”
means
the Indenture Trustee.
“Series
1999-1 Noteholders”
means
the Person in whose name a Series 1999-1 Note is registered in the Note
Register.
“Series
1999-1 Note Rate”
means,
with respect to each Series 1999-1 Interest Period, one-month LIBOR plus .45%
per annum.
“Series
1999-1 Notes”
means
any one of the Variable Rate Term Notes, Series 1999-1, executed by the Issuer
and authenticated by or on behalf of the Indenture Trustee, substantially in
the
form of Exhibit A-1-1, Exhibit A-1-2 or Exhibit A-1-3. Definitive Series 1999-1
Notes shall have such insertions and deletions as are necessary to give effect
to the provisions of Section
2.18
of the
Base Indenture.
“Series
1999-1 Shortfall”
has
the
meaning specified in Section 2.3 of this Supplement.
“Series
Program Size”
has
the
meaning specified in Section 4.12 hereof.
“Supplement”
has
the
meaning set forth in the preamble.
“Temporary
Global Series 1999-1 Note”
has
the
meaning specified in Section
3.2
of this
Supplement.
ARTICLE
II
SERIES
1999-1 ALLOCATIONS
With
respect to the Series 1999-1 Notes, the following shall apply:
Section
2.1 Allocations
with Respect to the Series 1999-1 Notes.
All
Collections allocable to the Series 1999-1 Notes shall be determined by the
Indenture Trustee and transferred by the Collateral Agent to the Series 1999-1
Distribution Account in accordance with the terms of Sections
2.3(a)
and
2.4(a)
hereof
and the Security Agreement.
Section
2.2 Calculation
of Note Interest.
(a) For
purposes of calculating the Series 1999-1 Note Rate, the Issuer hereby appoints
the Indenture Trustee as the Series 1999-1 Note Calculation Agent. The Series
1999-1 Note Calculation Agent may be removed by the Issuer at any time. If
the
Series 1999-1 Note Calculation Agent is unable or unwilling to act as such
or is
removed by the Issuer, or if the Series 1999-1 Note Calculation Agent fails
to
determine the Series 1999-1 Note Rate and the Series 1999-1 Monthly Interest
for
any Series 1999-1 Interest Period, the Issuer will promptly appoint as a
replacement Series 1999-1 Note Calculation Agent a leading bank which is engaged
in transactions in Eurodollar deposits in the international Eurodollar market.
The Series 1999-1 Note Calculation Agent may not resign its duties without
a
successor having been duly appointed.
-3-
(b) LIBOR
shall be determined by the Series 1999-1 Note Calculation Agent in accordance
with the following provisions:
(i) On
the
second Business Day prior to the commencement of the Series 1999-1 Interest
Period (each such day, a “LIBOR
Determination Date”),
“LIBOR”
shall
equal the rate, as obtained by the Series 1999-1 Note Calculation Agent, for
one-month Eurodollar deposits, which appears on Telerate Page 3750 (as defined
in the International Swaps and Derivatives Association, Inc. 1991 Interest
Rate
and Currency Exchange Definitions) or such other page as may replace Telerate
Page 3750, as it relates to U.S. Dollars, as of 11:00 a.m. (London time) on
such
LIBOR Determination Date.
(ii) If,
on
any LIBOR Determination Date, such rate does not appear on Telerate Page 3750,
the Series 1999-1 Note Calculation Agent shall determine the arithmetic mean
of
the offered quotations of the Reference Banks to leading banks in the London
interbank market for one-month Eurodollar deposits in an amount determined
by
the Series 1999-1 Note Calculation Agent by reference to requests for quotations
as of approximately 11:00 a.m. (London time) on the LIBOR Determination Date
made by the Series 1999-1 Note Calculation Agent to the Reference Banks. If,
on
any LIBOR Determination Date, at least two of the Reference Banks provide such
quotations, LIBOR shall equal such arithmetic mean of such quotations. If,
on
any LIBOR Determination Date, only one or none of the Reference Banks provide
such quotations, LIBOR shall be deemed to be the arithmetic mean of the offered
quotations that leading banks in The City of New York selected by the Series
1999-1 Note Calculation Agent are quoting on the relevant LIBOR Determination
Date for one-month Eurodollar deposits in an amount determined by the Series
1999-1 Note Calculation Agent by reference to the principal London offices
of
leading banks in the London interbank market; provided,
however,
that if
the Series 1999-1 Note Calculation Agent is required but is unable to determine
a rate in accordance with at least one of the procedures provided above,
“LIBOR”
shall
be LIBOR as determined on the previous LIBOR Determination Date. As used herein,
“Reference
Banks”
means
four major banks in the London interbank market selected by the Series 1999-1
Note Calculation Agent.
As
soon
as possible after 11:00 a.m. (London time) on each LIBOR Determination Date,
but
in no event later than 11:00 a.m. (London time) on the Business Day immediately
following each LIBOR Determination Date, the Series 1999-1 Note Calculation
Agent will cause the applicable Series 1999-1 Note Rate for the next Series
1999-1 Interest Period and the applicable Series 1999-1 Monthly Interest for
such Series 1999-1 Interest Period payable in respect of the Series 1999-1
Notes
on the related Distribution Date to be given to the Issuer, the Indenture
Trustee and any paying agent. The Series 1999-1 Note Calculation Agent will
also
specify to the Issuer and the Indenture Trustee the quotations upon which the
applicable Series 1999-1 Note Rate is based, and in any event the Series 1999-1
Note Calculation Agent shall notify the Issuer before 5:00 p.m. (London time)
on
each LIBOR Determination Date that either: (i) it has determined or is in the
process of determining the applicable Series 1999-1 Note Rate and the applicable
Series 1999-1 Monthly Interest or (ii) it has not determined and is not in
the
process of determining the applicable Series 1999-1 Note Rate and the applicable
Series 1999-1 Monthly Interest, together with its reasons therefor. For the
sole
purpose of calculating the applicable Series 1999-1 Note Rate, “Business
Day”
shall
be any day on which dealings in deposits in U.S. dollars are transacted in
the
London interbank market.
-4-
Section
2.3 Payment
of Note Interest.
(a) On
each
Distribution Date, the Collateral Agent, acting in accordance with a certificate
or other statement of the Indenture Trustee based upon the Servicer Report,
shall withdraw the amounts required to be withdrawn from the Collateral Account
and deposit such amounts in the Series 1999-1 Distribution Account pursuant to
this Section
2.3(a)
in
respect of all funds available for such Series 1999-1 Interest Period and
allocated to the holders of the Series 1999-1 Notes pursuant to Section 5.03(b)
of the Security Agreement.
On
each
Determination Date, the Indenture Trustee shall notify the Collateral Agent
and
the Servicer in writing as to the amount to be withdrawn and paid pursuant
to
Section
2.3(b)
of this
Supplement from the Collateral Account to the extent funds are anticipated
to be
available and allocable to the Series 1999-1 Notes in respect of (x) first,
an
amount equal to Series 1999-1 Monthly Interest for the related Series 1999-1
Interest Period and (y) second, an amount equal to the amount of any unpaid
Series 1999-1 Shortfall as of the preceding Distribution Date (together with
any
accrued interest on such Series 1999-1 Shortfall). If the amounts described
in
this Section
2.3(a)
are
insufficient to pay Series 1999-1 Monthly Interest on any Distribution Date,
payments of interest to the Series 1999-1 Noteholders will be reduced on a
pro rata
basis by
the amount of such deficiency. The aggregate amount, if any, of such deficiency
on any Distribution Date shall be referred to as the “Series
1999-1 Shortfall.”
Interest shall accrue on the Shortfall for the Series 1999-1 Notes at the Series
1999-1 Note Rate. On each Distribution Date, the Collateral Agent shall withdraw
the amounts described in this Section
2.3(a)
from the
Collateral Account and deposit such amounts in the Series 1999-1 Distribution
Account.
(b) On
each
Distribution Date, subject to Section
9.8
of the
Base Indenture, the Paying Agent shall, in accordance with Section
6.1
of the
Base Indenture, pay to the Series 1999-1 Noteholders from the Series 1999-1
Distribution Account the amount deposited in the Series 1999-1 Distribution
Account for the payment of interest pursuant to Section
2.3(a)
of this
Supplement.
Section
2.4 Payment
of Note Principal.
(a) The
principal in respect of the Series 1999-1 Notes will be repaid in full in a
single installment on the Series 1999-1 Final Distribution Date. On the
Determination Date prior to the Series 1999-1 Final Distribution Date, the
Indenture Trustee shall notify the Servicer in writing as to the amount of
principal due and payable in respect of the Series 1999-1 Notes. On the Series
1999-1 Final Distribution Date, in accordance with the related Servicer Report,
the Collateral Agent shall withdraw such amount of principal in respect of
the
Series 1999-1 Notes from the Collateral Account and deposit such amount in
the
Series 1999-1 Distribution Account, to be paid to the holders of the Series
1999-1 Notes. The entire principal amount of all Outstanding Series 1999-1
Notes
shall be due and payable on the Series 1999-1 Final Distribution
Date.
-5-
(b) On
the
Series 1999-1 Final Distribution Date, the Paying Agent shall, in accordance
with Section
6.1
of the
Base Indenture, pay pro rata
to each
Series 1999-1 Noteholder from the Series 1999-1 Distribution Account the amount
deposited therein pursuant to Section
2.4(a)
of this
Supplement.
Section
2.5 Series
1999-1 Distribution Account.
(a) Establishment
of Series 1999-1 Distribution Account.
The
Indenture Trustee shall establish and maintain in the name of the Series 1999-1
Agent for the benefit of the Series 1999-1 Noteholders, or cause to be
established and maintained, an account (the “Series
1999-1 Distribution Account”),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Series 1999-1 Noteholders. The Series 1999-1
Distribution Account shall be maintained (i) with a Qualified Institution,
or
(ii) as a segregated trust account with the corporate trust department of a
depository institution or trust company having corporate trust powers and acting
as Indenture Trustee for funds deposited in the Series 1999-1 Distribution
Account; provided
that, if
at any time such Qualified Institution is no longer a Qualified Institution
or
the credit rating of any securities issued by such depositary institution or
trust company shall be reduced to below BBB- by S&P or Baa3 by Xxxxx’x, then
the Issuer shall, within 30 days of such reduction, establish a new Series
1999-1 Distribution Account with a new Qualified Institution. If the Series
1999-1 Distribution Account is not maintained in accordance with the previous
sentence, the Issuer shall establish a new Distribution Account, within ten
(10)
Business Days after obtaining knowledge of such fact, which complies with such
sentence, and shall instruct the Series 1999-1 Agent in writing to transfer
all
cash and investments from the non-qualifying Series 1999-1
Distribution
Account
into the new Series 1999-1 Distribution Account. Initially, the Series 1999-1
Distribution Account will be established with the Indenture
Trustee.
(b) Administration
of the Series 1999-1 Distribution Account.
The
Indenture Trustee, at the written instruction of the Issuer, may instruct the
institution maintaining the Series 1999-1 Distribution Account to invest funds
on deposit in the Series 1999-1 Distribution Account from time to time in
Eligible Investments; provided,
however,
that
any such investment shall mature not later than the Business Day prior to the
Distribution Date following the date on which such funds were received, unless
any Eligible Investment held in the Series 1999-1 Distribution Account is held
with the Paying Agent, then such investment may mature on such Distribution
Date
and such funds shall be available for withdrawal on or prior to such
Distribution Date. All such Eligible Investments will be credited to the Series
1999-1 Distribution Account.
-6-
(c) Earnings
from Series 1999-1 Distribution Account.
All
interest and earnings (net of losses and investment expenses) paid on funds
on
deposit in the Series 1999-1 Distribution Account shall be deemed to be on
deposit and available for distribution.
(d) Series
1999-1 Distribution Account Constitutes Additional Collateral for Series 1999-1
Notes.
In
order to secure and provide for the repayment and payment of the Issuer’s
obligations with respect to the Series 1999-1 Notes, the Issuer hereby grants
a
security interest in and assigns, pledges, grants, transfers and sets over
to
the Series 1999-1 Agent, for the benefit of the Series 1999-1 Noteholders,
all
of the Issuer’s right, title and interest in and to the following (whether now
or hereafter existing or acquired): (i) the Series 1999-1 Distribution Account,
including any security entitlement thereto; (ii) all funds on deposit therein
from time to time; (iii) all certificates and instruments, if any, representing
or evidencing any or all of the Series 1999-1 Distribution Account or the funds
on deposit therein from time to time; (iv) all investments made at any time
and
from time to time with monies in the Series 1999-1 Distribution Account, whether
constituting securities, instruments, general intangibles, investment property,
financial assets or other property; (v) all interest, dividends, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for the Series 1999-1
Distribution Account, the funds on deposit therein from time to time or the
investments made with such funds; and (vi) all proceeds of any and all of the
foregoing, including, without limitation, cash (the items in the foregoing
clauses
(i)
through
(vi)
are
referred to, collectively, as the “Series
1999-1 Distribution Account Collateral”).
The
Series 1999-1 Agent shall possess all right, title and interest in all funds
on
deposit from time to time in the Series 1999-1 Distribution Account and in
all
proceeds thereof, and shall be the only person authorized to originate
entitlement orders in respect of the Series 1999-1 Distribution Account. The
Series 1999-1 Distribution Account Collateral shall be under the sole dominion
and control of the Series 1999-1 Agent for the benefit of the Series 1999-1
Noteholders.
ARTICLE
III
FORM
OF SERIES 1999-1 NOTES
Section
3.1 Restricted
Global Series 1999-1 Notes; Definitive Series 1999-1
Notes.
The
Series 1999-1 Notes to be issued in the United States to institutional
accredited investors (as defined in Regulation D under the Securities Act)
will
be issued in book-entry form of and represented by one or more permanent global
Notes in fully registered form without interest coupons (each, a “Restricted
Global Series 1999-1 Note”),
substantially in the form set forth in Exhibit A-1-1 hereto, with such legends
as may be applicable thereto as set forth in the Base Indenture, and will be
sold only in the United States to qualified institutional buyers within the
meaning of, and in reliance on, Rule 144A under the Securities Act and shall
be
deposited on behalf of the purchasers of the Series 1999-1 Notes represented
thereby, with a custodian for DTC, and registered in the name of Cede as DTC’s
nominee, duly executed by the Issuer and authenticated by the Indenture Trustee
in the manner set forth in Section 2.4 of the Base Indenture.
-7-
Series
1999-1 Notes issued in the United States to institutional accredited investors
within the meaning of Regulation D under the Securities Act in reliance on
an
exemption from the registration requirements of the Securities Act of the Base
Indenture will be issued pursuant to Section 2.18 in the form of definitive,
fully registered notes without interest coupons (each a “Definitive
Series 1999-1 Note”)
substantially in the form set forth in Exhibit A-2 hereto.
Section
3.2 Temporary
Global Series 1999-1 Notes; Permanent Global Series 1999-1
Notes.
The
Series 1999-1 Notes to be issued outside the United States will be issued and
sold in transactions outside the United States in reliance on Regulation S
under
the Securities Act, as provided in the applicable note purchase agreement,
and
shall initially be issued in the form of one or more temporary notes in
registered form without interest coupons (each, a “Temporary
Global Series 1999-1 Note”),
substantially in the form set forth in Exhibit A-1-2 hereto, which shall be
deposited on behalf of the purchasers of the Series 1999-1 Notes represented
thereby with a custodian for, and registered in the name of a nominee of DTC,
for the accounts of Xxxxxx Guaranty Trust Company of New York, Brussels office,
as operator of Euroclear and for Cedel, duly executed by the Issuer and
authenticated by the Indenture Trustee in the manner set forth in Section 2.4
of
the Base Indenture. Interests in a Temporary Global Series 1999-1 Note will
be
exchangeable, in whole or in part, for interests in one or more permanent global
notes in registered form without interest coupons (each, a “Permanent
Global Series 1999-1 Note”),
substantially in the form of Exhibit A-1-3 hereto, in accordance with the
provisions of such Temporary Global Series 1999-1 Note and the Base Indenture
(as modified by this Supplement). Interests in a Permanent Global Series 1999-1
Note will be exchangeable for definitive Series 1999-1 Notes in accordance
with
the provisions of such Permanent Global Series 1999-1 Note and the Base
Indenture (as modified by this Supplement).
ARTICLE
IV
GENERAL
Section
4.1 Optional
Repurchase.
The
Series 1999-1 Notes shall be subject to repurchase, in whole but not in part,
by
the Issuer at its option in accordance with Section
6.3
of the
Base Indenture on any Distribution Date. The repurchase price for any Series
1999-1 Note shall equal the aggregate outstanding principal balance of such
Series 1999-1 Note (determined after giving effect to any payments of interest
on such Distribution Date), plus accrued and unpaid interest on such outstanding
principal balance, plus the amount of any Series 1999-1 Shortfall.
Section
4.2 Information.
The
Indenture Trustee, upon the written request of any Series 1999-1 Noteholder,
shall provide to such Series 1999-1 Noteholder, or its designated agent, copies
of all requested information previously furnished to the Indenture Trustee
or
the Issuer pursuant to the Program Documents, as such information relates to
the
Series 1999-1 Notes or the Series 1999-1 Collateral.
-8-
Section
4.3 Exhibits.
The
following exhibits attached hereto supplement the exhibits included in the
Indenture.
|
Exhibit
A-1-1:
|
Form
of Restricted Global Series 1999-1 Note
|
|
Exhibit
A-1-2:
|
Form
of Temporary Global Series 1999-1 Note
|
|
Exhibit
A-1-3:
|
Form
of Permanent Global Series 1999-1 Note
|
|
Exhibit
A-2:
|
Form
of Definitive Series 1999-1 Note
|
Section
4.4 Ratification
of Base Indenture.
As
supplemented by this Supplement, the Base Indenture is in all respects ratified
and confirmed and the Base Indenture as so supplemented by this Supplement
shall
be read, taken, and construed as one and the same instrument.
Section
4.5 Counterparts.
This
Supplement may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all of such counterparts shall
together constitute but one and the same instrument.
Section
4.6 Governing
Law.
This
Supplement shall be construed in accordance with the law of the State of New
York (without giving effect to the provisions thereof regarding conflicts of
laws), and the obligations, rights and remedies of the parties hereto shall
be
determined in accordance with such law.
Section
4.7 Amendments.
This
Supplement may be modified or amended from time to time in accordance with
the
terms of the Base Indenture; provided,
however,
that
if, pursuant to the terms of the Base Indenture or this Supplement, the consent
of the Required Noteholders is required for an amendment or modification of
this
Supplement, such requirement shall be satisfied if such amendment or
modification is consented to by Noteholders representing more than 50% of the
aggregate outstanding principal amount of the Series 1999-1 Notes affected
thereby.
Section
4.8 Discharge
of Indenture.
Notwithstanding
anything to the contrary contained in the Base Indenture, no discharge of the
Indenture pursuant to Section
11.1(b)
of the
Base Indenture will be effective as to the Series 1999-1 Notes without the
consent of the Required Noteholders.
Section
4.9 Notice
to Rating Agencies.
The
Indenture Trustee shall provide to each Rating Agency a copy of each notice,
opinion of counsel, certificate or other item delivered to, or required to
be
provided by, the Indenture Trustee pursuant to this Supplement or any other
Program Document. The Trustee makes this covenant as a matter of courtesy and
accommodation only and shall not be liable to any Person for any failure to
comply therewith.
-9-
Section
4.10 Action
by Direction of Required Noteholders.
Subject
to Section
10.1
of the
Base Indenture, the Indenture Trustee agrees that, so long as no Event of
Default shall have occurred and be continuing with respect to any Series of
Notes other than the Series 1999-1 Notes, it shall not exercise any rights
or
remedies available to it as a result of the occurrence of an Event of Default
with respect to the Series 1999-1 Notes until the Indenture Trustee has received
the written direction of the Required Noteholders.
Section
4.11 Credit
Amount Percentage; Minimum Credit Amount.
The
“Credit
Amount Percentage”
with
respect to the Series 1999-1 Notes shall be 4.4%. The “Minimum
Credit Amount”
with
respect to the Series 1999-1 Notes shall be 2.5%.
Section
4.12 Series
Program Size.
The
“Series
Program Size”
with
respect to the Series 1999-1 Notes shall be $450,700,000; provided,
however,
that
the Series Program Size shall in no event exceed the sum of the outstanding
principal amount of the Series 1999-1 Notes and the outstanding principal amount
of the Series 1999-1 Certificates; provided,
further,
that,
for purposes of calculating the “Credit Amount,” the Series Program Size shall
equal a fraction the numerator of which is the outstanding principal amount
of
the Series 1999-1 Notes and the denominator of which is one (1) less the Credit
Amount Percentage (expressed as a decimal).
Section
4.13 Protections
Under Base Indenture.
The
Bank
of New York, as Agent and Calculation Agent hereunder, shall have all of the
protections of the Indenture Trustee under Article X of the Base
Indenture.
-10-
IN
WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this
Supplement to be duly executed by their respective officers thereunto duly
authorized as of the day and year first above written.
|
XXXXXX’X
GATE RESIDENTIAL MORTGAGE
TRUST,
as Issuer
|
||||
|
By:
|
FIRST
UNION TRUST COMPANY
NATIONAL
ASSOCIATION, not in its
individual
capacity, but solely as Owner
Trustee
under the Trust Agreement
|
|||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
|
THE
BANK OF NEW YORK
as
Indenture Trustee
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
|
THE
BANK OF NEW YORK
as
Series 1999-1 Agent
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
-11-
IN
WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this
Supplement to be duly executed by their respective officers thereunto duly
authorized as of the day and year first above written.
|
XXXXXX’X
GATE RESIDENTIAL MORTGAGE
TRUST,
as Issuer
|
||||
|
By:
|
FIRST
UNION TRUST COMPANY
NATIONAL
ASSOCIATION, not in its
individual
capacity, but solely as Owner
Trustee
under the Trust Agreement
|
|||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
|
THE
BANK OF NEW YORK
as
Indenture Trustee
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
|
THE
BANK OF NEW YORK
as
Series 1999-1 Agent
|
||||
|
By:
|
||||
|
Name:
|
||||
|
Title:
|
||||
-12-
Exhibit
A-1-1
Form
of Restricted Global Series 1999-1 Note
A-1-1
Exhibit
A-1-2
Form
of Temporary Global Series 1999-1 Note
A-1-2
Exhibit
A-1-3
Form
of Permanent Global Series 1999-1 Note
A-1-3
Exhibit
A-2
Form
of Definitive Series 1999-1 Note
A-2
