Exhibit 10.2


    

      Exhibit
        10.2

       

    

    


    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

     

    _______________________

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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

              


      



    


    
      
        
           

          
          

        

        
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    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 BISHOP’S 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.

     

     

    
      
        
        

      

      
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    “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.

     

     

    
      
        
        

      

      
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    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 Moody’s, 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 Morgan 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.

     

    
      	
              BISHOP’S
                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.

     

    
      	
              BISHOP’S
                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