Exhibit 10.6


    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 Bishop’s 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.

     

    
      	
              BISHOP’S
                GATE RESIDENTIAL MORTGAGE TRUST, as Issuer

               

            
	
              By: CENDANT
                MORTGAGE CORPORATION, as Administrator

               

            
	
              By:

            	 
	
              Name:

            
	
              Title:

               

            
	
              THE
                BANK OF NEW YORK,

               

              as
                Indenture Trustee

               

            
	
              By:

            	 
	
              Name:

            
	
              Title: