BASE INDENTURE SECOND AMENDMENT AGREEMENT
Exhibit
10.6
BASE
INDENTURE
SECOND
AMENDMENT AGREEMENT
BASE
INDENTURE SECOND AMENDMENT AGREEMENT dated as of December 28, 2001 (the
“Amendment”),
to
the Base Indenture, dated as of December 11, 1998 (the “Base
Indenture”),
between ▇▇▇▇▇▇’▇ Gate Residential Mortgage Trust, as Issuer, and The Bank of New
York, as Indenture Trustee (the “Parties”),
as
amended by the Base Indenture Amendment Agreement, dated as of October 31,
2000
(the “First
Amendment”
and,
together with the Base Indenture, the “Agreement”),
between 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;
WHEREAS,
the Parties amended the Base Indenture by executing that certain Base Indenture
Amendment Agreement, dated as of October 31, 2000; and
WHEREAS,
the Parties desire to further 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) Clause
(o) of Section 9.1 of the Agreement is hereby amended by deleting the term
“Reserve Fund” and replacing it with the term “Cash Collateral
Account”.
(b) Clause
(r) of Section 9.1 of the Agreement is hereby amended by deleting the term
“Reserve Fund” and replacing it with the term “Cash Collateral
Account”.
(c) The
definition of “Enhancement” is hereby amended by deleting the term “Reserve
Fund” within such definition and replacing it with the term “Cash Collateral
Account”.
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).
IN
WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of
the
date first above written.
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▇▇▇▇▇▇’▇
GATE RESIDENTIAL MORTGAGE TRUST, as Issuer
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By: 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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