BASE INDENTURE AMENDMENT AGREEMENT
Exhibit
10.3
BASE
INDENTURE
AMENDMENT
AGREEMENT
AMENDMENT,
dated as of October 31, 2000 (the “Amendment”),
to
the Base Indenture, dated as of December 11, 1998 (the “Agreement”),
between Xxxxxx’x Gate Residential Mortgage Trust, as Issuer, and The Bank of New
York as Indenture Trustee (the “Parties”).
Capitalized terms not defined herein shall have the meanings assigned to such
terms in the Agreement.
W
I T
N E S S E T H:
WHEREAS,
the Parties entered into the Base Indenture, dated as of December 11, 1998;
and
WHEREAS,
the Parties desire to amend certain provisions of the Agreement as described
herein;
NOW,
THEREFORE, in consideration of the premises and the mutual covenants hereinafter
set forth, the parties hereto, intending to be legally bound, hereby agree
as
follows:
1. Amendment
of the Agreement.
(a)
The
sentence contained in Section 8.28 of the Agreement is hereby amended and
restated to read as follows:
“The
Issuer shall use the proceeds of Notes solely for one or more of the following
purposes: (a) to pay the Issuer’s Obligations when due, in accordance with the
Security Agreement; and (b) to acquire eligible Mortgage Loans from the Seller
or the Additional Seller.”
(b)
The
sentence contained in Section 7.17 of the Agreement is hereby amended and
restated to read as follows:
“Based
upon the representation of the Seller or the Servicer (on behalf of the
Additional Seller) in the Mortgage Loan Purchase and Servicing Agreement, each
Mortgage Loan purchased by the Issuer is an Eligible Loan (as defined in the
Mortgage Loan Purchase and Servicing Agreement).”
(c)
The
following definition of “Additional Seller” is hereby inserted before the
definition of “Annual Noteholders’ Tax Statement” in the Definitions List
attached to the Agreement as Schedule I:
“Additional
Seller” has the meaning given it in the Mortgage Loan Purchase and Servicing
Agreement
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2. Continuation
of the Transaction.
Except
as expressly set forth herein, the Agreement is hereby ratified and confirmed
and shall remain in all respects in full force and effect.
3. Counterparts.
This
Amendment may be executed in any number of counterparts, each of which shall
be
considered an original and all of which, when taken together, shall constitute
one and the same instrument.
4. Governing
Law.
THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICTS OF
LAWS PROVISIONS THEREOF).
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IN
WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of
the
date first above written.
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XXXXXX’X
GATE RESIDENTIAL MORTGAGE TRUST, as Issuer
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By:
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CENDANT
MORTGAGE CORPORATION, as Administrator
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By:
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Name:
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Title:
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THE
BANK OF NEW YORK,
as
Indenture Trustee
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By:
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Name:
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Title:
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IN
WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of
the
date first above written.
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XXXXXX’X
GATE RESIDENTIAL MORTGAGE TRUST, as Issuer
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By:
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CENDANT
MORTGAGE CORPORATION, as Administrator
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By:
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Name:
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Title:
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THE
BANK OF NEW YORK,
as
Indenture Trustee
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By:
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Name:
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Title:
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