Exhibit 10.4


    Exhibit
      10.5

    
 

    BISHOP’S
      GATE RESIDENTIAL MORTGAGE TRUST,

     

    as
      Issuer

     

    and

     

    THE
      BANK OF NEW YORK,

     

    as
      Indenture Trustee and Series 2001-2 Agent

     

    
      
        

      

    

     

    SERIES
      2001-2 SUPPLEMENT

     

    dated
      as of November 20, 2001

     

    to

     

    BASE
      INDENTURE

     

    dated
      as of December 11, 1998

     

     

      
        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      
        	
                TABLE
                  OF CONTENTS

              
	
                 

              	 	
                Page

              
	
                PRELIMINARY
                  STATEMENT

              	 	
                1

              
	 	 	 
	
                DESIGNATION

              	 	
                1

              
	 	 	 
	
                ARTICLE
                  I 

              
	
                DEFINITIONS

              
	 	 	 
	
                ARTICLE
                  II

              
	
                SERIES
                  2001-2 ALLOCATIONS

              
	 	 	 
	
                Section
                  2.1

              	
                Allocations
                  with Respect to the Series 2001-2 Notes.

              	
                5

              
	
                Section
                  2.2

              	
                Calculation
                  of Note Interest.

              	
                5

              
	
                Section
                  2.3

              	
                Payment
                  of Note Interest.

              	
                6

              
	
                Section
                  2.4

              	
                Payment
                  of Note Principal.

              	
                7

              
	
                Section
                  2.5

              	
                Series
                  2001-2 Distribution Account.

              	
                7

              
	 	 	 
	
                ARTICLE
                  III 

              
	
                FORM
                  OF SERIES 2001-2 NOTES

              
	 	 	 
	
                Section
                  3.1

              	
                Restricted
                  Global Series 2001-2 Notes; Definitive Series 2001-2 Notes.

              	 
	
                 

              	 	
                9

              
	
                Section
                  3.2

              	
                Temporary
                  Global Series 2001-2 Notes; Permanent Global Series 2001-2
                  Notes.

              	 
	
                 

              	 	
                9

              
	
                ARTICLE
                  IV

              
	
                GENERAL

              
	 	 	 
	
                Section
                  4.1

              	
                Optional
                  Repurchase.

              	
                10

              
	
                Section
                  4.2

              	
                Section
                  4.2 Information.

              	
                11

              
	
                Section
                  4.3

              	
                Section
                  4.3 Exhibits.

              	
                11

              
	
                Section
                  4.4

              	
                Ratification
                  of Base Indenture.

              	
                11

              
	
                Section
                  4.5

              	
                Counterparts.

              	
                11

              
	
                Section
                  4.6

              	
                Governing
                  Law.

              	
                11

              
	
                Section
                  4.7

              	
                Amendments.

              	
                11

              
	
                Section
                  4.8

              	
                Discharge
                  of Indenture.

              	
                12

              
	
                Section
                  4.9

              	
                Notice
                  to Rating Agencies.

              	
                12

              
	
                Section
                  4.10

              	
                Action
                  by Direction of Required Noteholders.

              	
                12

              
	
                Section
                  4.11

              	
                Credit
                  Amount Percentage; Minimum Credit Amount.

              	
                12

              
	
                Section
                  4.12

              	
                Series
                  Program Size.

              	
                12

              
	
                Section
                  4.13

              	
                Protections
                  Under Base Indenture.

              	
                13

              
	
                Section
                  4.14

              	
                Extension
                  of the Final Scheduled Distribution Date.

              	
                13

              
	
                Section
                  4.15

              	
                Perfection
                  Representations.

              	
                13

              


      




    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    


     

    Exhibit
      A-1-1: Form
      of
      Restricted Global Class A-1 Note

    Exhibit
      A-1-2: Form
      of
      Temporary Global Class A-1 Note

    Exhibit
      A-1-3: Form
      of
      Permanent Global Class A-1 Note

    Exhibit
      A-2-1: Form
      of
      Restricted Global Class A-2 Note

    Exhibit
      A-2-2: Form
      of
      Temporary Global Class A-2 Note

    Exhibit
      A-2-3: Form
      of
      Permanent Global Class A-2 Note

    Exhibit
      A-3-1: Form
      of
      Definitive Class A-1 Note

    Exhibit
      A-3-2: Form
      of
      Definitive Class A-2 Note

    Schedule
      A: Perfection
      Representations

    


     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

     

    
 

    SERIES
      2001-2 SUPPLEMENT, dated as of November 20, 2001 (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 2001-2 Noteholders
      (the “Series
      2001-2 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 2001-2. The Series 2001-2 Notes shall be issued in two
      classes: (i) the Class A-1 Notes, which shall be designated generally as the
      Class A-1 Notes, in an original principal amount of $350,000,000, and (ii)
      the
      Class A-2 Notes, which shall be designated generally as the Class A-2 Notes,
      in
      an original principal amount of $400,000,000. The Class A-1 Notes and the Class
      A-2 Notes are referred to collectively as the “Series
      2001-2 Notes”.

     

    The
      proceeds from the sale of the Series 2001-2 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 2001-2 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 2001-2 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:

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Certificates”
shall
      have the meaning specified in the Trust Agreement.

     

    “Class”
means
      a
      class of the Series 2001-2 Notes, which may be the Class A-I Notes or the Class
      A-2 Notes.

     

    “Class
      A-1 Final Distribution Date”
means
      the Distribution Date occurring on November 20, 2004.

     

    “Class
      A-1 Monthly Interest”
means,
      with respect to each Distribution Date, interest distributions with respect
      to
      the Class A-1 Notes equal to the product of (i) the outstanding principal amount
      of the Class A-1 Notes on the preceding Distribution Date (after giving effect
      to all distributions and allocations made on such preceding Distribution Date),
      (ii) the Class A-1 Note Rate for the related Series 2001-2 Interest Period
      and
      (iii) the actual number of days in such Series 2001-2 Interest Period divided
      by
      360.

     

    “Class
      A-1 Noteholder”
means
      the Person in whose name a Class A-1 Note_ is registered in the Note
      Register.

     

    “Class
      A-1 Note Rate”
means,
      with respect to each Series 2001-2 Interest Period, one-month LIBOR plus 0.26%
      per annum.

     

    “Class
      A-I Notes”
means
      any one of the Variable Rate Term Notes, Series 2001-2, Class A-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 Class A-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.

     

    “Class
      A-1 Shortfall”
has
      the
      meaning specified in Section 2.3, of this Supplement.

     

    “Class
      A-2 Final Distribution Date”
means
      the Distribution Date occurring on November 20, 2008.

     

    “Class
      A-2 Monthly Interest”
means,
      with respect to each Distribution Date, interest distributions with respect
      to
      the Class A-2 Notes equal to the product of (i) the outstanding principal amount
      of the Class A-2 Notes on the preceding Distribution Date (after giving effect
      to all distributions and allocations made on such preceding Distribution Date),
      (ii) the Class A-2 Note Rate for the related Series 2001-2 Interest Period
      and
      (iii) the actual number of days in such Series 2001-2 Interest Period divided
      by
      360.

     

    “Class
      A-2 Noteholder”
means
      the Person in whose name a Class A-2 Note is registered in the Note
      Register.

     

    “Class
      A-2 Note Rate”
means,
      with respect to each Series 2001-2 Interest Period, one-month LIBOR plus 0.37%
      per annum.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Class
      A-2 Notes”
means
      any one of the Variable Rate Term Notes, Series 2001-2, Class A-2, executed
      by
      the Issuer and authenticated by or on behalf of the Indenture Trustee,
      substantially in the form of Exhibit A-2-1, Exhibit A-2-2 or Exhibit A-2-3.
      Definitive Class A-2 Notes shall have such insertions and deletions as are
      necessary to give effect to the provisions of Section 2.18 of the Base
      Indenture.

     

    “Class
      A-2 Shortfall”
has
      the
      meaning specified in Section 2.3 of this Supplement.

     

    “Clearstream
      Banking”
means
      Clearstream Banking, societe anonyme, a corporation organized under the laws
      of
      the Grand Duchy of Luxembourg.

     

    “Collection
      Account”
has
      the
      meaning specified in the Mortgage Loan Purchase and Servicing
      Agreement.

     

    “Credit
      Amount Percentage”
has
      the
      meaning specified in Section 4.11 hereof.

     

    “Definitive
      Class A-1 Note”
shall
      have the meaning specified in Section 3.1, hereof.

     

    “Definitive
      Class A-2 Note”
shall
      have the meaning specified in Section 3.1 hereof.

     

    “Final
      Scheduled Distribution Date”
shall
      have the meaning specified in the Trust Agreement.

     

    “LIBOR”
has
      the
      meaning specified in Section 2.2 k 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 Class A-1 Note”
has
      the
      meaning specified in Section 3.2 of this Supplement.

     

    “Permanent
      Global Class A-2 Note”
has
      the
      meaning specified in Section 3.2 of this Supplement.

     

    “Principal
      Amount”
shall
      have the meaning specified in the Trust Agreement.

     

    “Reference
      Banks”
has
      the
      meaning specified in Section 2.2(b) of this Supplement.

     

    “Required
      Noteholders”
means
      Series 2001-2 Noteholders holding 50% or more of the principal amount of the
      outstanding Series 2001-2 Notes.

     

    “Restricted
      Global Class A-1 Note”
has
      the
      meaning specified in Section 3.1 of this Supplement.

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Restricted
      Global Class A-2 Note”
has
      the
      meaning specified in Section 3.1 of this Supplement.

     

    “Series
      2001-2 Agent”
has
      the
      meaning specified in the initial paragraph hereto. “Series 2001-2 Closing Date”
means November 20, 2001.

     

    “Series
      2001-2 Collateral”
means
      the Collateral and the Series 2001-2 Distribution Account
      Collateral.

     

    “Series
      2001-2 Distribution Account”
has
      the
      meaning specified in Section 2.5(a) of this Supplement.

     

    “Series
      2001-2 Distribution Account Collateral”
has
      the
      meaning specified in Section 2.5(d) of this Supplement.

     

    “Series
      2001-2 Final Distribution Date”
means
      the Class A-1 Final Distribution Date or the Class A-2 Final Distribution Date,
      as applicable.

     

    “Series
      2001-2 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 2001-2 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 2001-2
      Final Distribution Date to such Series 2001-2 Final Distribution
      Date.

     

    “Series
      2001-2 Monthly Interest”
means,
      with respect to any Series 2001-2 Interest Period, the sum of the Class A-1
      Monthly Interest and the Class A-2 Monthly Interest for such Series 2001-2
      Interest Period.

     

    “Series
      2001-2 Note Calculation Agent”
means
      the Indenture Trustee.

     

    “Series
      2001-2 Noteholder”
means
      any Person in whose name a Series 2001-2 Note is registered in the Note
      Register.

     

    “Series
      2001-2 Note Rate”
means
      the Class A-1 Note Rate or the Class A-2 Note Rate, as the context may
      require.

     

    “Series
      2001-2 Notes”
means,
      collectively, the Class A-1 Notes and the Class A-2 Notes.

     

    “Series
      2001-2 Shortfall”
means,
      collectively, the Class A-1 Shortfall and the Class A-2 Shortfall.

     

    “Series
      Program Size”
has
      the
      meaning specified in Section 4.12 hereof. “Supplement” has the meaning set forth
      in the preamble.

     

    “Temporary
      Global Class A-1 Note”
has
      the
      meaning specified in Section 3.2 of this Supplement.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Temporary
      Global Class A-2 Note”
has
      the
      meaning specified in Section 3.2 of this Supplement.

     

    ARTICLE
      II

    SERIES
      2001-2 ALLOCATIONS

     

    With
      respect to the Series 2001-2 Notes, the following shall apply:

     

    Section
      2.1  Allocations
      with Respect to the Series 2001-2 Notes.

     

    All
      Collections allocable to the Series 2001-2 Notes shall be determined by the
      Indenture Trustee and transferred by the Collateral Agent to the Series 2001-2
      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 2001-2 Note Rate, the Issuer hereby appoints
      the Indenture Trustee as the Series 2001-2 Note Calculation Agent. The Series
      2001-2 Note Calculation Agent may be removed by the Issuer at any time. If
      the
      Series 2001-2 Note Calculation Agent is unable or unwilling to act as such
      or is
      removed by the Issuer, or if the Series 2001-2 Note Calculation Agent fails
      to
      determine the Series 2001-2 Note Rate and the Series 2001-2 Monthly Interest
      for
      any Series 2001-2 Interest Period, the Issuer will promptly appoint as a
      replacement Series 2001-2 Note Calculation Agent a leading bank which is engaged
      in transactions in Eurodollar deposits in the international Eurodollar market.
      The Series 2001-2 Note Calculation Agent may not resign its duties without
      a
      successor having been duly appointed.

     

    (b)  LIBOR
      shall be determined by the Series 2001-2 Note Calculation Agent in accordance
      with the following provisions:

     

    (i)  On
      the
      second Business Day prior to the commencement of the Series 2001-2 Interest
      Period (each such day, a “LIBOR
      Determination Date”),
      “LIBOR”
shall
      equal the rate, as obtained by the Series 2001-2 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 2001-2 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 2001-2 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 2001-2 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
      2001-2 Note Calculation Agent are quoting on the relevant LIBOR Determination
      Date for one-month Eurodollar deposits in an amount determined by the Series
      2001-2 Note Calculation Agent by reference to the principal London offices
      of
      leading banks in the London interbank market; provided,
      however,
      that if
      the Series 2001-2 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 2001-2
      Note Calculation Agent.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    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 2001-2 Note Calculation
      Agent will cause the applicable Series 2001-2 Note Rate for the next Series
      2001-2 Interest Period and the applicable Series 2001-2 Monthly Interest for
      such Series 2001-2 Interest Period payable in respect of the Series 2001-2
      Notes
      on the related Distribution Date to be given to the Issuer, the Indenture
      Trustee and any paying agent. The Series 2001-2 Note Calculation Agent will
      also
      specify to the Issuer and the Indenture Trustee the quotations upon which the
      applicable Series 2001-2 Note Rate is based, and in any event the Series 2001-2
      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 2001-2 Note Rate and the applicable
      Series 2001-2 Monthly Interest or (ii) it has not determined and is not in
      the
      process of determining the applicable Series 2001-2 Note Rate and the applicable
      Series 2001-2 Monthly Interest, together with its reasons therefor. For the
      sole
      purpose of calculating the applicable Series 2001-2 Note Rate, “Business
      Day”
shall
      be any day on which dealings in deposits in U.S. dollars are transacted in
      the
      London interbank market.

     

    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 2001-2 Distribution Account pursuant
      to
      this Section
      2.3(a)
      in
      respect of all funds available for such Series 2001-2 Interest Period and
      allocated to the holders of the Series 2001-2 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 2001-2 Notes in respect of (x) first,
      an
      amount equal to Series 2001-2 Monthly Interest for the related Series 2001-2
      Interest Period and (y) second, an amount equal to the amount of any unpaid
      Series 2001-2 Shortfall as of the preceding Distribution Date (together with
      any
      accrued interest on such Series 2001-2 Shortfall). If the amounts described
      in
      this Section
      2.3(a)
      are
      insufficient to pay Series 2001-2 Monthly Interest on any Distribution Date,
      payments of interest to the Series 2001-2 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
      2001-2 Shortfall”
and
      the
      portion thereof allocable to each Class of Series 2001-2 Notes shall be referred
      to as the “Class
      A-1 Shortfall”
and
      the
“Class
      A-2 Shortfall”,
      respectively. Interest shall accrue on the Shortfall for the Series 2001-2
      Notes
      at the Series 2001-2 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 2001-2 Distribution
      Account.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (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 2001-2 Noteholders from the Series 2001-2
      Distribution Account the amount deposited in the Series 2001-2 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 2001-2 Notes will be repaid in full in a
      single installment on the Series 2001-2 Final Distribution Date. On the
      Determination Date prior to the Series 2001-2 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 2001-2 Notes. On the Series
      2001-2 Final Distribution Date, in accordance with the related Servicer Report,
      the Collateral Agent shall withdraw such amount of principal in respect of
      the
      Series 2001-2 Notes from the Collateral Account and deposit such amount in
      the
      Series 2001-2 Distribution Account, to be paid to the holders of the Series
      2001-2 Notes. The entire principal amount of all Outstanding Series 2001-2
      Notes
      shall be due and payable on the Series 2001-2 Final Distribution
      Date.

     

    (b)  On
      the
      Series 2001-2 Final Distribution Date, the Paying Agent shall, in accordance
      with Section
      6.1
      of the
      Base Indenture, pay pro rata
      to each
      Series 2001-2 Noteholder from the Series 2001-2 Distribution Account the amount
      deposited therein pursuant to Section
      2.4(a)
      of this
      Supplement.

     

    Section
      2.5  Series
      2001-2 Distribution Account.

     

    (a)  Establishment
      of Series 2001-2 Distribution Account.
      The
      Indenture Trustee shall establish and maintain in the name of the Series 2001-2
      Agent for the benefit of the Series 2001-2 Noteholders, or cause to be
      established and maintained, an account (the “Series
      2001-2 Distribution Account”),
      bearing a designation clearly indicating that the funds deposited therein are
      held for the benefit of the Series 2001-2 Noteholders. The Series 2001-2
      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 2001-2 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
      2001-2 Distribution Account with a new Qualified Institution. If the Series
      2001-2 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 2001-2 Agent in writing to transfer
      all
      cash and investments from the non-qualifying Series 2001-2 Distribution Account
      into the new Series 2001-2 Distribution Account. Initially, the Series 2001-2
      Distribution Account will be established with the Indenture
      Trustee.

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    (b)  Administration
      of the Series 2001-2 Distribution Account.
      The
      Indenture Trustee, at the written instruction of the Issuer, may instruct the
      institution maintaining the Series 2001-2 Distribution Account to invest funds
      on deposit in the Series 2001-2 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 2001-2 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
      2001-2 Distribution Account.

     

    (c)  Earnings
      from Series 2001-2 Distribution Account.
      All
      interest and earnings (net of losses and investment expenses) paid on funds
      on
      deposit in the Series 2001-2 Distribution Account shall be deemed to be on
      deposit and available for distribution.

     

    (d)  Series
      2001-2 Distribution Account Constitutes Additional Collateral for Series 2001-2
      Notes.
      In
      order to secure and provide for the repayment and payment of the Issuer’s
      obligations with respect to the Series 2001-2 Notes, the Issuer hereby grants
      a
      security interest in and assigns, pledges, grants, transfers and sets over
      to
      the Series 2001-2 Agent, for the benefit of the Series 2001-2 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 2001-2 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 2001-2 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 2001-2 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 2001-2
      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
      2001-2 Distribution Account Collateral”).
      The
      Series 2001-2 Agent shall possess all right, title and interest in all funds
      on
      deposit from time to time in the Series 2001-2 Distribution Account and in
      all
      proceeds thereof, and shall be the only person authorized to originate
      entitlement orders in respect of the Series 2001-2 Distribution Account. The
      Series 2001-2 Distribution Account Collateral shall be under the sole dominion
      and control of the Series 2001-2 Agent for the benefit of the Series 2001-2
      Noteholders.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    ARTICLE
      III

    FORM
      OF SERIES 2001-2 NOTES

     

    Section
      3.1  Restricted
      Global Series 2001-2 Notes; Definitive Series 2001-2
      Notes.

     

    The
      Series 2001-2 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 Class A-1 Note”
or
      a
“Restricted
      Global Class A-2 Note”,
      as the
      case may be), substantially in the form set forth in Exhibits A-1-1 and A-2-1
      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 2001-2
      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.

     

    Series
      2001-2 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
      Class A-1 Note”
or
      a
“Definitive
      Class A-2 Note”,
      as the
      case may be) substantially in the form set forth in Exhibits A-3-1 and A-3-2
      hereto.

     

    Section
      3.2  Temporary
      Global Series 2001-2 Notes; Permanent Global Series 2001-2
      Notes.

     

    The
      Series 2001-2 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 Class A-1 Note”
or
      a
“Temporary
      Global Class A-2 Note”,
      as the
      case may be), substantially in the form set forth in Exhibits A-1-2 and A-2-2
      hereto, which shall be deposited on behalf of the purchasers of the Series
      2001-2 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 Clearstream Banking,
      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 Class A-1 Note or a Temporary Global Class A-2 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 Class A-1 Note”
or
      a
“Permanent
      Global Class A-2 Note”,
      as the
      case may be), substantially in the form of Exhibits A-1-3 and A-2-3 hereto,
      in
      accordance with the provisions of such Temporary Global Class A-1 Note or
      Temporary Global Class A-2 Note and the Base Indenture (as modified by this
      Supplement). Interests in a Permanent Global Class A-1 Note or Permanent Global
      Class A-2 Note will be exchangeable for Definitive Class A-1 Notes or Definitive
      Class A-2 Notes, as the case may be, in accordance with the provisions of such
      Permanent Global Class A-1 Note or Permanent Global Class A-2 Note and the
      Base
      Indenture (as modified by this Supplement).

     

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV

    GENERAL

     

    Section
      4.1  Optional
      Repurchase.

     

    (a)  On
      any
      Distribution Date commencing with the Distribution Date occurring on November
      20, 2002, the Issuer shall have the option to purchase the Class A-1 Notes,
      in
      whole but not in part (other than for the purpose of providing alternate
      financing of Mortgage Loans), at a purchase price (determined after giving
      effect to any payment of principal and interest on such Distribution Date)
      equal
      to the aggregate outstanding principal amount of the Class A-1 Notes on such
      Distribution Date, plus accrued and unpaid interest on the unpaid aggregate
      principal balance of the Class A-1 Notes (calculated at the Class A-1 Note
      Rate)
      through the day immediately prior to the date of such purchase plus the
      aggregate amount of any Class A-1 Shortfalls payable in respect of the Class
      A-1
      Notes. The Issuer shall give the Indenture Trustee and the Noteholders not
      more
      than sixty (60) nor less than thirty (30) days’ prior written notice of the date
      on which the Issuer intends to exercise such option to purchase. Not later
      than
      12:00 noon, New York City time, on such Distribution Date, with respect to
      the
      Class A-1 Notes outstanding, an amount of the purchase price equal to the
      outstanding principal amount of the Class A-1 Notes on such Distribution Date
      and the amount of accrued and unpaid interest with respect to the Class A-1
      Notes and any applicable Class A-1 Shortfall will be deposited into the related
      Distribution Account in immediately available funds. The funds deposited into
      such Distribution Account or distributed to the Paying Agent will be passed
      through in full to the Noteholders on such Distribution Date.

     

    (b)  On
      any
      Distribution Date commencing with the Distribution Date occurring on November
      20, 2004, the Issuer shall have the option to purchase the Class A-2 Notes,
      in
      whole but not in part (other than for the purpose of providing alternate
      financing of Mortgage Loans), at a purchase price (determined after giving
      effect to any payment of principal and interest on such Distribution Date)
      equal
      to the aggregate outstanding principal amount of the Class A-2 Notes on such
      Distribution Date, plus accrued and unpaid interest on the unpaid aggregate
      principal balance of the Class A-2 Notes (calculated at the Class A-2 Note
      Rate)
      through the day immediately prior to the date of such purchase plus the
      aggregate amount of any Class A-2 Shortfalls payable in respect of the Class
      A-2
      Notes. The Issuer shall give the Indenture Trustee and the Noteholders not
      more
      than sixty (60) nor less than thirty (30) days’ prior written notice of the date
      on which the Issuer intends to exercise such option to purchase. Not later
      than
      12:00 noon, New York City time, on such Distribution Date, with respect to
      the
      Class A-2 Notes outstanding, an amount of the purchase price equal to the
      outstanding principal amount of the Class A-2 Notes on such Distribution Date
      and the amount of accrued and unpaid interest with respect to the Class A-2
      Notes and any applicable Class A-2 Shortfall will be deposited into the related
      Distribution Account in immediately available funds. The funds deposited into
      such Distribution Account or distributed to the Paying Agent will be passed
      through in full to the Noteholders on such Distribution Date.

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

    (c)  The
      Series 2001-2 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
      2001-2 Note shall equal the aggregate outstanding principal balance of such
      Series 2001-2 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 2001-2 Shortfall.

     

    Section
      4.2  Information.

     

    The
      Indenture Trustee, upon the written request of any Series 2001-2 Noteholder,
      shall provide to such Series 2001-2 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 2001-2 Notes or the Series 2001-2 Collateral.

     

    Section
      4.3  Exhibits.

     

    The
      following exhibits attached hereto supplement the exhibits included in the
      Indenture.

     

    Exhibit
      A-1-1: Form
      of
      Restricted Global Class A-1 Note

    Exhibit
      A-1-2: Form
      of
      Temporary Global Class A-1 Note

    Exhibit
      A-1-3: Form
      of
      Permanent Global Class A-1 Note

    Exhibit
      A-2-1: Form
      of
      Restricted Global Class A-2 Note

    Exhibit
      A-2-2: Form
      of
      Temporary Global Class A-2 Note

    Exhibit
      A-2-3: Form
      of
      Permanent Global Class A-2 Note

    Exhibit
      A-3-1 Form
      of
      Definitive Class A-1 Note

    Exhibit
      A-3-2 Form
      of
      Definitive Class A-2 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.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    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 2001-2 Notes affected
      thereby; provided,
      further,
      that if
      the consent of the Required Noteholders is required for a proposed amendment
      or
      modification of this Supplement that (i) affects only the Class A-1 Notes (and
      does not affect in any material respect the Class A-2 Notes, as evidenced by
      an
      Opinion of Counsel to such effect), then such requirement shall be satisfied
      if
      such amendment or modification is consented to by Class A-1 Noteholders
      representing more than 50% of the aggregate outstanding principal amount of
      the
      Class A-1 Notes (without the necessity of obtaining the consent of the Required
      Noteholders in respect of the Class A-2 Notes) or (ii) affects only the Class
      A-2 Notes (and does not affect in any material respect the Class A-1 Notes,
      as
      evidenced by an Opinion of Counsel to such effect), then such requirement shall
      be satisfied if such amendment or modification is consented to by Class A-2
      Noteholders representing more than 50% of the aggregate outstanding principal
      amount of the Class A-2 Notes (without the necessity of obtaining the consent
      of
      the Required Noteholders in respect of the Class A-1 Notes).

     

    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 2001-2 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.

     

    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 2001-2 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 2001-2 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 2001-2 Notes shall be 4.4%. The “Minimum
      Credit Amount”
with
      respect to the Series 2001-2 Notes shall be 2.5%.

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

    Section
      4.12  Series
      Program Size.

     

    The
      “Series
      Program Size”
with
      respect to the Series 2001-2 Notes shall be $784,520,000; provided,
      however,
      that
      the Series Program Size shall in no event exceed the sum of the outstanding
      principal amount of the Series 2001-2 Notes and the outstanding principal amount
      of the Series 2001-2 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 2001-2 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.

     

    Section
      4.14  Extension
      of the Final Scheduled Distribution Date.

     

    Notwithstanding
      anything in any other Program Document to the contrary, if payment of any
      maturing Series of Certificates on its applicable Final Scheduled Distribution
      Date would cause the aggregate Principal Amount of all outstanding Series of
      Certificates plus the amount on deposit in the Reserve Fund to equal less than
      the Required Enhancement Amount, the ‘Issuer shall be required to extend the
      Final Scheduled Distribution Date of such maturing Series of Certificates
      pursuant to Section 3.4(b) of the Trust Agreement.

     

    Section
      4.15  Perfection
      Representations.

     

    The
      Issuer hereby makes the representations and warranties set forth in Schedule
      A
      hereto.

     

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    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:
                  CENDANT MORTGAGE CORPORATION,

                as
                  Administrator

                 

              
	
                By:

              	 
	
                Name:

                Title:

                 

              
	
                THE
                  BANK OF NEW YORK,

                as
                  Indenture Trustee

                 

              
	
                By:

              	 
	
                Name:

                Title:

                 

              
	
                THE
                  BANK OF NEW YORK,

                as
                  Series 2001-2 Agent

                 

              
	
                By:

                 

              	 
	
                Name:

                Title:

              


      

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     


    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:
                  CENDANT MORTGAGE CORPORATION,

                as
                  Administrator

                 

              
	
                By:

              	 
	
                Name:

                Title:

                 

              
	
                THE
                  BANK OF NEW YORK,

                as
                  Indenture Trustee

                 

              
	
                By:

              	 
	
                Name:
                  Marie E. Trimboli

                Title:
                  Assistant Vice President

                 

              
	
                THE
                  BANK OF NEW YORK.

                as
                  Series 2001-2 Agent

                 

              
	
                By:

              	 
	
                Name:
                  Marie E. Trimboli

                Title:
                  Assistant Vice President

              


      

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    Exhibit
      A-1-1

     

    Form
      of Restricted Global Class A-1 Note

     

     

     

     

    
      
        
        

      

      
        A-1-1

        
          

        

      

      
        
        

      

    

    
 


    Exhibit
      A-1-2

     

    Form
      of Temporary Global Class A-1 Note

     

    


    
      
        
        

      

      
        A-1-2

        
          

        

      

      
        
        

      

    


    Exhibit
      A-1-3

     

    Form
      of Permanent Global Class A-1 Note

     

    


    
      
        
        

      

      
        A-1-3

        
          

        

      

      
        
        

      

    


    Exhibit
      A-2-1

     

    Form
      of Restricted Global Class A-2 Note

     

    


    
      
        
        

      

      
        A-2-1

        
          

        

      

      
        
        

      

    


    Exhibit
      A-2-2

     

    Form
      of Temporary Global Class A-2 Note

     

    


    
      
        
        

      

      
        A-2-2

        
          

        

      

      
        
        

      

    


    Exhibit
      A-2-3

     

    Form
      of Permanent Global Class A-2 Note

     

    


    
      
        
        

      

      
        A-2-3

        
          

        

      

      
        
        

      

    


    Exhibit
      A-3-1

     

    Form
      of Definitive Class A-1 Note

     

    


    
      
        
        

      

      
        A-3-1

        
          

        

      

      
        
        

      

    


    Exhibit
      A-3-2

     

    Form
      of Definitive Class A-2 Note

     

    


    
      
        
        

      

      
        A-3-2

        
          

        

      

      
        
        

      

    


    Schedule
      A

     

    Perfection
      Representations

     

    Representations
      and Warranties Regarding Collateral.

     

    (a)
        The
      Security Agreement creates a valid and continuing security interest (as defined
      in the applicable UCC) in the Collateral in favor of the Collateral Agent,
      which
      security interest is prior to all other liens, and is enforceable as such as
      against creditors of and purchasers from the Issuer.

     

    (b)
        The
      Issuer owns and has good and marketable title to the Collateral free and clear
      of any lien, claim or encumbrance of any Person other than the security interest
      in favor of the Collateral Agent under the Security Agreement.

     

    (c)
        The
      Issuer has caused or will have caused, within ten days of the Series 2001-2
      Closing Date, the filing of all appropriate financing statements in the proper
      filing office in the appropriate jurisdictions under applicable law in order
      to
      perfect the security interest in the Collateral granted to the Collateral Agent
      under the Security Agreement.

     

    (d)
        Other
      than the security interest granted to the Collateral Agent pursuant to the
      Security Agreement, the Issuer has not pledged, assigned, sold, granted a
      security interest in, or otherwise conveyed any of the Collateral, other than
      in
      accordance with the Mortgage Loan Purchase and Servicing Agreement. The Issuer
      has not authorized the filing of and is not aware of any financing statements
      against the Issuer that include a description of collateral covering the
      Collateral other than any financing statement relating to the security interest
      granted to the Collateral Agent under the Security Agreement or that has been
      terminated. The Issuer is not aware of any judgment or tax lien filings against
      the Issuer.

     

    (e)
        All
      original executed copies of each mortgage note, promissory note or other writing
      constituting an “instrument” (as defined in the applicable UCC) that constitute
      or evidence the Collateral have been or, in the case of Wet Funded Loans (as
      defined in the Mortgage Loan Purchase and Servicing Agreement), will be
      delivered to the Custodian. The Issuer has received written acknowledgment
      from
      the Custodian that the Custodian is acting solely as agent of the Collateral
      Agent.

     

    (f)
        None
      of
      the “instruments” (as defined in the applicable UCC) that constitute or evidence
      the Collateral has any marks or notations indicating that they have been
      pledged, assigned or otherwise conveyed to any Person other than the Collateral
      Agent (and other than to the Issuer or its predecessors in title).

     

    (g)
        The
      Issuer has received all consents and approvals required by the terms of the
      Collateral to the transfer to the Collateral Agent of its interest and rights
      in
      the Collateral under the Security Agreement.

     

    (h)
        The
      Collection Account, the Collateral Account and the Reserve Fund are not in
      the
      name of any Person other than the Issuer or the Collateral Agent for benefit
      of
      Secured Parties. The Issuer has not consented to the securities intermediary
      of
      any of the Collection Account, the Collateral Account or the Reserve Fund to
      comply with entitlement orders or other instructions of any Person other than
      the Collateral Agent.

     

     

    
      
        
        

      

      
        SCH
          A-1

        
          

        

      

      
        
        

      

    

     

    (i)
        All
      of
      the Collateral consisting of “security entitlements” (within the meaning of the
      applicable UCC) has been credited to the Collection Account, the Collateral
      Account or the Reserve Fund. The securities intermediary for each of the
      Collection Account, the Collateral Account and the Reserve Fund has agreed
      to
      treat all assets credited to the Collection Account, the Collateral Account
      or
      the Reserve Fund as “financial assets” (within the meaning of the applicable
      UCC).

     

    (j)
        The
      Issuer has delivered to the Collateral Agent a fully executed agreement pursuant
      to which the securities intermediary has agreed to comply with all instructions
      originated by the Collateral Agent relating to the Collection Account, the
      Collateral Account and the Reserve Fund without further consent by the
      Issuer.

     

    (k)
        Each
      of
      the Collection Account, the Collateral Account and the Reserve Fund is a
“securities account” (within the meaning of the applicable UCC).

     

    (l)
        Other
      than the Collection Account, the Collateral Account and the Reserve Fund, the
      Collateral consists of (i) mortgage notes, promissory notes or other writings
      constituting “instruments” (within the meaning of the applicable UCC), (ii)
“accounts” within the meaning of the applicable UCC) or (iii) “general
      intangibles” (within the meaning of the applicable UCC).

     

    (m)
        Each
      of
      the foregoing representations shall, as applicable, be deemed repeated each
      time
      new assets become part of the Collateral.

     

    (n)
        The
      security interest of the Collateral Agent in the Collateral shall, until payment
      in full of the indebtedness secured under the Security Agreement and termination
      of the Security Agreement, be a first-priority perfected security
      interest.

     

    (o)
        The
      foregoing representations shall survive termination of this
      Indenture.

     

    (p)
        The
      foregoing representations may not be waived, amended or modified without the
      prior written consent of S&P.

     

     

     

    SCH
      A-2