Form Of Commitment Letter From Dlj Mortgage Capital

EXHIBIT 10.6(B)


March __, 1998


BNC Mortgage, Inc. 1063 McGaw Avenue Irvine, California 92614 Telephone: 714-955-2985 Facsimile: 714-955-1678 Attention: Evan Buckley


This Commitment Letter confirms our agreement between BNC Mortgage Inc. ("Customer") and DLJ Mortgage Capital, Inc. ("DLJ") pursuant to which DLJ shall provide committed financing collateralized by eligible Mortgage Loans in accordance with the terms and conditions hereof and as set forth in the Whole Loan Funding Facility, the Promissory Note (the "Note") and the Pledge Agreement, each dated March __, 1998 and the Tri-Party Custody Agreement(s) dated September 26, 1995 (collectively, the "Agreements"). The Agreements, together with the Mortgage Loan Purchase Agreement to be entered into between Customer and DLJ, dated as of December __, 1997 (the "Mortgage Loan Purchase Agreement"), and this Commitment Letter constitute the entire agreement between the parties with respect to DLJ's financing of Customer's Mortgage Loans. Capitalized terms not defined herein shall have the meaning ascribed to them in the Agreements.


No amounts may be borrowed from DLJ in excess of that committed herein except in DLJ's sole discretion. Unless otherwise agreed in writing, DLJ will not finance second-lien mortgage loans.


I. ELIGIBLE MORTGAGE LOANS: For purposes of this Commitment Letter,
----------------------- "Eligible Mortgage Loans" shall be defined as:


A. First-lien residential Mortgage Loans originated or acquired by Customer in its normal course of business within the preceding 30 days of the related Advance which are intended to be sold to DLJ and have the characteristics specified in Customer's underwriting guide, as such guide approved by DLJ ("Program Loans"); and


B. First-lien residential Mortgage Loans originated or acquired by Customer in its normal course of business within the preceding 30 days of the related Advance that have been determined by DLJ in its sole discretion not to have the characteristics specified in Customer's underwriting guide and which do not meet the requirements of the Mortgage Loan Purchase Agreement ("Non-Program Loans").


II. DLJ'S COMMITMENT: Subject to the terms and conditions hereof and the
---------------- Agreements, including the performance by Customer of its obligations set forth below, DLJ hereby commits to:


A. Provide Advances under the Agreements for Eligible Mortgage Loans until March __, 2000 unless terminated earlier pursuant to the terms of the Mortgage Loan Purchase Agreement or this Commitment Letter.


B. Calculate the Collateral Value as follows (provided that, in all cases, Market Value as used below shall not exceed the related unpaid principal balance of such Loan):


1. for each Eligible Mortgage Loan, 100% of the related unpaid
principal balance;


2. for each Eligible Mortgage Loan not committed to be purchased
by DLJ subject to an Advance for more than ninety (90) days, 103%
of the Market Value of such Eligible Mortgage Loan;


3. for each Eligible Mortgage Loan not committed to be purchased
by DLJ subject to an Advance for more than six (6) months, 105%
of the Market Value of such Eligible Mortgage Loan;


4. for each Eligible Mortgage Loan subject to an Advance that is
more than sixty (60) days delinquent as to principal and interest
payment, 105% of the Market Value of such Eligible Mortgage Loan;


5. for each Eligible Mortgage Loan subject to an Advance that is
more than ninety (90) days delinquent as to principal and
interest payment, 110% of the Market value of such Eligible
Mortgage Loan;


6. for each Eligible Mortgage Loan subject to an Advance that is
in foreclosure or bankruptcy, 115% of the Market Value of such
Eligible Mortgage Loan;


7. for each Real Estate Owned, 120% of the Market Value of such
Real Estate Owned, provided, however, that such Real Estate Owned
must be secured by a first-lien Mortgage Loan, which Mortgage
Loan shall then be financed by DLJ.


C. Continue to provide Advances by rolling over such Advances, until the earliest of (1) termination of this Commitment Letter; (2) termination of the Mortgage Loan Purchase Agreement; or (3) DLJ is entitled to exercise its remedies in accordance with Paragraph 6 of the Note.


D. If applicable, net all Mortgage Loan sale proceeds paid by DLJ against the related Advance;


E. Maintain a funding rate as follows:


1. for Program Loans, or for Non-Program Loans subject to an
Advance for less than 3 months (i) for the period to March __,
1999, the opening federal funds rate of comparable maturity, plus
50 basis points, (ii) for the period from March __, 1999 through
March __, 2000, the opening federal funds rate of comparable
maturity, plus 100 basis points.


2. for Non-Program Loans subject to an Advance for more than 3
months, the opening federal funds rate of comparable maturity,
plus 125 basis points, and


3. for Non-Program Loans subject to an Advance for more than 6
months, the opening federal funds rate of comparable maturity,
plus 150 basis points.


III. CONDITIONS TO CONTINUED FUNDING: The foregoing commitment is subject
-------------------------------- to the conditions that:


A. The total of all Advances involving Wet Tran ...