<PAGE>
Exhibit 10.2(E)
------------------
| EXECUTION COPY |
------------------
AMENDMENT NO. 1
TO MORTGAGE LOAN FLOW PURCHASE, SALE & SERVICING AGREEMENT
This
Amendment No. 1 (this
"Amendment")
dated as of January
30, 2006, by
and among BANK OF AMERICA, NATIONAL ASSOCIATION (the "Bank"), PHH MORTGAGE
CORPORATION ("PHH"), and BISHOP'S GATE RESIDENTIAL MORTGAGE TRUST
(the "Trust"),
amends the Mortgage
Loan Flow Purchase, Sale and Servicing Agreement (the
"Agreement"), dated as of August 1, 2005, by and between the Bank,
as purchaser,
PHH, as a seller, and the Trust, as a seller.
W I T N E S S E T H
WHEREAS, the Bank, PHH and the Trust have agreed, subject to the terms and
conditions of this
Amendment, that the
Agreement be amended to reflect certain
agreed upon revisions to the terms thereof.
NOW,
THEREFORE,
in consideration of the mutual premises and mutual
obligations set forth herein and other good and valuable
consideration the Bank,
PHH and the Trust hereby agree that:
1. The definition
of "Due Period" in
Article I of the
Agreement is amended by
deleting such
definition in its entirety and replacing it with the following:
"With respect to each
Remittance Date, the period commencing on the second
day
of the month preceding such Remittance Date and ending on the first
day
of
the month of such Remittance Date."
2. The definition of "Principal Prepayment Period" in Article I of
the Agreement
is amended by
deleting such definition in its entirety and replacing it with
the
following:
"The
calendar mon
