Exhibit 10.3


    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 Bishop’s 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

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    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).

     

      

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     


    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:

            	 


    

    


     


    
      
        
           

        

        
        

      

      
        3

        
          

        

      

      
        
        

        
        

      

    



    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:

            	 


    

    


     

     

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