Exhibit 10.2(E)

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                                                              | EXECUTION COPY |
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                                 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 month preceding the related Remittance Date."

3. The following defined term is added in Article I of the Agreement:

     "Accounting  Cut-off Date:  With respect to any  Remittance  Date, the last
     Business Day of the calendar month  immediately  preceding such  Remittance
     Date."





     Upon execution of this  Amendment,  the Agreement as it relates to Mortgage
Loans sold to the Bank by PHH and the Trust  prior to the date  hereof and as it
relates to Mortgage  Loans sold  pursuant to the  Agreement on or after the date
hereof will be read to contain the above amendment.  Any future reference to the
Agreement will mean the Agreement as so modified. The parties hereto acknowledge
that the  Agreement  has not been  modified  or  amended,  except  as  otherwise
expressly described or provided for herein.

     This Amendment  shall be construed in accordance with the laws of the State
of New York, and the obligations,  rights and remedies of the parties  hereunder
shall be determined in accordance with such laws.

     This Amendment may be executed in one or more counterparts and by different
parties hereto on separate counterparts,  each of which, when so executed, shall
constitute one and the same agreement.

     With respect to the Agreement, this Amendment shall inure to the benefit of
and be binding upon the Bank, PHH and the Trust under the  Agreement,  and their
respective successors and permitted assigns.

     Any capitalized term, not otherwise herein defined,  shall have the meaning
set forth in the Agreement.


                   [SIGNATURES COMMENCE ON THE FOLLOWING PAGE]


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     IN WITNESS WHEREOF, the parties have caused their names to be signed hereto
by their  respective  officers  thereunto duly authorized as of the day and year
first above written.



                            BANK OF AMERICA, NATIONAL
                            ASSOCIATION , as Purchaser

                            By:____________________________________

                            Name: Bruce W. Good

                            Title: Vice President





                            PHH MORTGAGE CORPORATION, as a Seller

                            By:____________________________________

                            Name: _________________________________

                            Title: ________________________________




                            BISHOP'S GATE RESIDENTIAL
                            MORTGAGE TRUST, as a Seller

                            By:____________________________________

                            Name:__________________________________

                            Title:_________________________________





       [Signature Page to Amendment No. 1 to Mortgage Loan Flow Purchase,
                         Sale and Servicing Agreement]