Exhibit
      4.2

     

    

      


       

      FORM
        OF

       

      TRANSFER
        AND SERVICING AGREEMENT

       

      among

       

      BAYVIEW
        FINANCIAL [          ] TRUST
        [          ],

      as
        Issuer

       

      [          ],

      as
        Master
        Servicer

       

      BAYVIEW
        FINANCIAL SECURITIES COMPANY, LLC,

      as
        Depositor

       

      and

       

      [          ],

      as
        Indenture Trustee and Custodian

      
 

      BAYVIEW
        FINANCIAL [          ] TRUST
        ASSET BACKED 

       

      SECURITIES,
        SERIES
        [          ]

       

       

      Dated
        as
        of [          ]

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          


      

      
        

          TABLE
            OF
            CONTENTS

        

         

        
          	 	 	
                  Page

                
	 	 	 
	
                  ARTICLE
                    I DEFINITIONS

                	
                  1

                
	 	 
	 	
                  Section
                    1.01. Certain Defined Terms.

                	
                  1

                
	 	
                  Section
                    1.02. Provisions of General Application.

                	
                  34

                
	 	 
	
                  ARTICLE
                    II TRANSFER OF TRUST ASSETS

                	
                  35

                
	 	 
	 	
                  Section
                    2.01. Conveyance of Loan Assets.

                	
                  35

                
	 	
                  Section
                    2.02. Acceptance by Owner Trustee and Acknowledgement by Indenture
                    Trustee.

                	
                  39

                
	 	
                  Section
                    2.03. Repurchase or Substitution of Mortgage Loans by the Seller
                    or the
                    Depositor.

                	
                  41

                
	 	
                  Section
                    2.04. Grant of Security Interest; Intended
                    Characterization.

                	
                  43

                
	 	
                  Section
                    2.05. Transmission of Mortgage Files.

                	
                  45

                
	 	 
	
                  ARTICLE
                    III REPRESENTATIONS, WARRANTIES AND COVENANTS

                	
                  46

                
	 	 
	 	
                  Section
                    3.01. Representations and Warranties of the Master
                    Servicer.

                	
                  46

                
	 	
                  Section
                    3.02. Representations and Warranties of the Depositor.

                	
                  47

                
	 	
                  Section
                    3.03. Representations and Warranties of the Depositor with respect
                    to the
                    Mortgage Notes.

                	
                  49

                
	 	 
	
                  ARTICLE
                    IV ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

                	
                  50

                
	 	 
	 	
                  Section
                    4.01. Duties of the Master Servicer.

                	
                  50

                
	 	
                  Section
                    4.02. Monitoring of Servicers’ Performance.

                	
                  51

                
	 	
                  Section
                    4.03. Master Servicer Fidelity Bond and Master Servicer Errors
                    and
                    Omissions Insurance Policy.

                	
                  51

                
	 	
                  Section
                    4.04. Master Servicer’s Financial Statements and Related
                    Information.

                	
                  51

                
	 	
                  Section
                    4.05. Power to Act; Procedures.

                	
                  52

                
	 	
                  Section
                    4.06. Servicing Agreements; Enforcement of Servicers’
                    Obligations.

                	
                  52

                
	 	
                  Section
                    4.07. Collection Account.

                	
                  53

                
	 	
                  Section
                    4.08. Application of Funds in the Collection Account.

                	
                  54

                
	 	
                  Section
                    4.09. [Determination of LIBOR.

                	
                  56

                
	 	
                  Section
                    4.10. Termination of Servicing Agreements; Successor
                    Servicers.

                	
                  56

                
	 	
                  Section
                    4.11. Master Servicer Liable for Enforcement.

                	
                  57

                
	 	
                  Section
                    4.12. No Contractual Relationship Between Servicers and Master
                    Servicer or
                    Depositor.

                	
                  57

                
	 	
                  Section
                    4.13. Assumption by Indenture Trustee.

                	
                  58

                
	 	
                  Section
                    4.14. “Due-on-Sale” Clauses; “Due-on-Encumbrance” Clauses, Assumption
                    Agreements; Release of Collateral.

                	
                  58

                
	 	
                  Section
                    4.15. Release of Mortgage Files.

                	
                  59

                


        

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        


          
            	 	
                    Section
                      4.16. Documents, Records and Funds in Possession of Master
                      Servicer To Be
                      Held for Indenture Trustee.

                  	
                    60

                  
	 	
                    Section
                      4.17. Removal of Master Servicer; Resignation of Master Servicer;
                      Term of
                      Servicing.

                  	
                    61

                  
	 	
                    Section
                      4.18. [Reserved]

                  	
                    64

                  
	 	
                    Section
                      4.19. Standard Hazard and Flood Insurance Policies.

                  	
                    64

                  
	 	
                    Section
                      4.20. Presentment of Claims and Collection of Proceeds.

                  	
                    65

                  
	 	
                    Section
                      4.21. Maintenance of the Primary Mortgage Insurance
                      Policies.

                  	
                    65

                  
	 	
                    Section
                      4.22. Indenture Trustee To Retain Possession of Certain Insurance
                      Policies
                      and Documents.

                  	
                    66

                  
	 	
                    Section
                      4.23. Realization Upon Defaulted Mortgage Loans.

                  	
                    66

                  
	 	
                    Section
                      4.24. Compensation to the Master Servicer.

                  	
                    66

                  
	 	
                    Section
                      4.25. REO Property.

                  	
                    67

                  
	 	
                    Section
                      4.26. Delinquency Advances and Servicing Advances.

                  	
                    67

                  
	 	
                    Section
                      4.27. Master Servicer Reports.

                  	
                    68

                  
	 	
                    Section
                      4.28. Annual Statements as to Compliance.

                  	
                    69

                  
	 	
                    Section
                      4.29. Annual Independent Public Accountants’ Servicing Statement;
                      Financial Statements.

                  	
                    69

                  
	 	
                    Section
                      4.30. Merger or Consolidation.

                  	
                    70

                  
	 	
                    Section
                      4.31. Reports filed with the Securities and Exchange
                      Commission.

                  	
                    70

                  
	 	
                    Section
                      4.32. Assignment or Delegation of Duties by the Master
                      Servicer.

                  	
                    71

                  
	 	
                    Section
                      4.33. Limitation on Liability of the Master Servicer and
                      Others.

                  	
                    72

                  
	 	
                    Section
                      4.34. Transfer of Servicing.

                  	
                    72

                  
	 	 
	
                    ARTICLE
                      V [RESERVED]

                  	
                    74

                  
	 	 
	
                    ARTICLE
                      VI DEPOSITS AND DISTRIBUTIONS

                  	
                    74

                  
	 	 
	 	
                    Section
                      6.01. Rights of the Holders.

                  	
                    74

                  
	 	
                    Section
                      6.02. Establishment of Trust Accounts and Certificate Distribution
                      Account.

                  	
                    74

                  
	 	
                    Section
                      6.03. Investment of Amounts.

                  	
                    80

                  
	 	
                    Section
                      6.04. Collections.

                  	
                    80

                  
	 	
                    Section
                      6.05. Flow of Funds.

                  	
                    81

                  
	 	
                    Section
                      6.06. Disbursement of Funds.

                  	
                    82

                  
	 	
                    Section
                      6.07. Allocation of Losses.

                  	
                    82

                  
	 	
                    Section
                      6.08. Reports to Securityholders.

                  	
                    82

                  
	 	
                    Section
                      6.09. Presentation of Securities.

                  	
                    85

                  
	 	
                    Section
                      6.10. Compensating Interest.

                  	
                    85

                  
	 	
                    Section
                      6.11. Certain Provisions With Respect to the Underlying Securities,
                      Rate
                      Protection Agreements and Swap Agreements.

                  	
                    85

                  
	 	
                    Section
                      6.12. [The Pre-Funding Account] [The Revolving Account].

                  	
                    86

                  
	 	
                    Section
                      6.13. [The Capitalized Interest Account].

                  	
                    86

                  
	 	 
	
                    ARTICLE
                      VII REMEDIES

                  	
                    87

                  
	 	 
	 	
                    Section
                      7.01. Limitation on Suits.

                  	
                    87

                  
	 	
                    Section
                      7.02. Restoration of Rights and Remedies.

                  	
                    88

                  


          


         

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        


          
            	 	
                    Section
                      7.03. Rights and Remedies Cumulative.

                  	
                    88

                  
	 	
                    Section
                      7.04. Delay or Omission Not Waiver.

                  	
                    88

                  
	 	
                    Section
                      7.05. Control by Securityholders.

                  	
                    88

                  
	 	
                    Section
                      7.06. Waiver of Past Defaults.

                  	
                    89

                  
	 	
                    Section
                      7.07. Undertaking for Costs.

                  	
                    89

                  
	 	
                    Section
                      7.08. Waiver of Stay or Extension Laws.

                  	
                    89

                  
	 	 
	
                    ARTICLE
                      VIII LIMITATION ON LIABILITY; INDEMNITIES

                  	
                    90

                  
	 	 
	 	
                    Section
                      8.01. Liabilities of Mortgagors.

                  	
                    90

                  
	 	
                    Section
                      8.02. Liability of the Depositor.

                  	
                    90

                  
	 	
                    Section
                      8.03. Relationship of Master Servicer.

                  	
                    90

                  
	 	
                    Section
                      8.04. Indemnities of the Master Servicer.

                  	
                    90

                  
	 	
                    Section
                      8.05. Liability of Owner Trustee.

                  	
                    91

                  
	 	 
	
                    ARTICLE
                      IX [RESERVED]

                  	
                    91

                  
	 	 
	
                    ARTICLE
                      X MISCELLANEOUS

                  	
                    92

                  
	 	 
	 	
                    Section
                      10.01. Termination of Agreement.

                  	
                    92

                  
	 	
                    Section
                      10.02. Optional Termination.

                  	
                    92

                  
	 	
                    Section
                      10.03. Certain Notices upon Final Payment.

                  	
                    93

                  
	 	
                    Section
                      10.04. Beneficiaries.

                  	
                    93

                  
	 	
                    Section
                      10.05. Amendment.

                  	
                    93

                  
	 	
                    Section
                      10.06. Notices.

                  	
                    94

                  
	 	
                    Section
                      10.07. Merger and Integration.

                  	
                    96

                  
	 	
                    Section
                      10.08. Headings.

                  	
                    96

                  
	 	
                    Section
                      10.09. Provision of Information.

                  	
                    97

                  
	 	
                    Section
                      10.10. Severability of Provisions.

                  	
                    97

                  
	 	
                    Section
                      10.11. No Proceedings.

                  	
                    97

                  
	 	
                    Section
                      10.12. Governing Law; Consent to Jurisdiction; Waiver of Jury
                      Trial.

                  	
                    97

                  
	 	
                    Section
                      10.13. Counterparts.

                  	
                    98

                  
	 	
                    Section
                      10.14. Taxes.

                  	
                    98

                  
	 	
                    Section
                      10.15. Additional Limitation on Action and Imposition of
                      Tax.

                  	
                    99

                  
	 	
                    Section
                      10.16. Periodic Filings.

                  	
                    100

                  
	 	
                    Section
                      10.17. Reporting Requirements of the Commission

                  	
                    101

                  
	 	
                    Section
                      10.18. Rule 144A Information; Periodic Filings.

                  	
                    101

                  


          

        

        


        
          
            
            

          

          
            iii

            
              

            

          

          
            
            

          

        

        


        
          	
                  EXHIBITS

                


        

         

        
          	
                  Exhibit
                    A

                	
                  Form
                    of Master Servicer’s Monthly Report 

                
	
                  Exhibit
                    B

                	
                  Form
                    of Initial Certification

                
	
                  Exhibit
                    C

                	
                  Form
                    of Interim Certification

                
	
                  Exhibit
                    D

                	
                  Form
                    of Final Certification 

                
	
                  Exhibit
                    E

                	
                  Form
                    of Request for Release of Documents

                
	
                  Exhibit
                    F

                	
                  Swap
                    Agreements

                
	
                  Exhibit
                    G

                	
                  Rate
                    Protection Agreements

                
	
                  Exhibit
                    H

                	
                  List
                    of Servicing Agreements and Subservicing Agreements

                
	
                  Exhibit
                    I

                	
                  Form
                    of Confirmation and Confidentiality Agreement

                
	
                  Exhibit
                    J

                	
                  Form
                    of Addition Notice

                


        

         

        
          	
                  SCHEDULES

                


        

         

        
          
            	
                    Schedule
                      I

                  	
                    Mortgage
                      Loan Schedule

                  
	
                    Schedule
                      I-A

                  	
                    Performing
                      Mortgage Loans

                  
	
                    Schedule
                      I-B

                  	
                    Non-Performing
                      Mortgage Loans

                  
	
                    Schedule
                      I-C

                  	
                    Simple
                      Interest Mortgage Loans

                  
	
                    Schedule
                      I-D

                  	
                    [Reserved]

                  
	
                    Schedule
                      I-E

                  	
                    Prepayment
                      Premium Conveyed Mortgage Loans

                  
	
                    Schedule
                      I-F

                  	
                    Bi-Weekly
                      Mortgage Loans

                  
	
                    Schedule
                      I-G

                  	
                    Convertible
                      Mortgage Loans

                  
	
                    Schedule
                      I-H

                  	
                    [Reserved]

                  
	
                    Schedule
                      I-I

                  	
                    Holdback
                      Mortgage Loans

                  
	
                    Schedule
                      I-J

                  	
                    [Reserved]

                  
	
                    Schedule
                      II-A

                  	
                    [Reserved]

                  


          

        

         

        
          
            
            

          

          
            iv

            
              

            

          

          
            
            

          

        


        [The
          provisions of the Transfer and Servicing Agreement for each series will
          be
          modified as applicable]

         

        TRANSFER
          AND SERVICING AGREEMENT, dated as of
          [          ] (this “Agreement”
or “Transfer and Servicing Agreement”), among Bayview Financial
          [          ] Trust
          [          ], as Issuer (the
“Issuer”), [          ], a
          [          ], its successors
          and permitted assigns, as Master Servicer (the “Master Servicer”), Bayview
          Financial Securities Company, LLC, a Delaware limited liability company,
          as
          Depositor (the “Depositor”), and
          [          ], a
          [          ], its successors
          and permitted assigns, as Indenture Trustee (the “Indenture Trustee”) and
          Custodian (the “Custodian”).

         

        W
          I T N E
          S S E T H:

         

        WHEREAS,
          [          ],
          a
          [          ] (the “Seller”),
          has conveyed the Mortgage Loans to the Depositor pursuant to the Purchase
          Agreement; 

         

        [WHEREAS,
          the Depositor will transfer such Mortgage Loans to the Issuer pursuant
          to this
          Agreement;]

         

        WHEREAS,
          the Depositor will transfer any and all of its rights in certain Rate Protection
          Agreements and certain other assets to the Issuer pursuant to this
          Agreement;

         

        WHEREAS,
          pursuant to the Indenture the Issuer will pledge the Mortgage Loans, the
          Underlying Securities, the Rate Protection Agreements, the Trust Accounts
          and
          other assets constituting the Trust Assets to the Indenture Trustee as
          security
          for the Notes; and

         

        WHEREAS,
          the Master Servicer is willing to act as the Master Servicer hereunder
          to
          supervise the servicing of the Mortgage Loans, as provided herein, on behalf
          of
          the Custodian, the Issuer and the Indenture Trustee.

         

        NOW,
          THEREFORE, the parties agree as follows:

         

         

        ARTICLE
          I

         

        DEFINITIONS

         

        Section
          1.01. Certain
          Defined Terms.

         

        As
          used
          herein, the following terms shall have the following meanings:

         

        [90-Day
          Delinquency Rate:
          With
          respect to any Due Period, the fraction, expressed as a percentage, the
          numerator of which is the sum of (i) the aggregate outstanding principal
          balance
          of all Mortgage Loans 90 days or more delinquent, all Mortgage Loans in
          foreclosure, and all Mortgage Loans relating to REO Property as of the
          close of
          business on the last day of such Due Period, and (ii) after the credit
          support
          provided for any Underlying Security has been exhausted, the aggregate
          outstanding principal balance of all related Underlying Loans 90 days or
          more
          delinquent, all related Underlying Loans in foreclosure and all related
          Underlying Loans relating to REO Property as of the close of business on
          the
          last day of such Due Period, and the denominator of which is the Asset
          Balance
          for the related Payment Date.]

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Accepted
          Master Servicing Practices:
          With
          respect to any Mortgage Loan, as applicable, either (x) those customary
          mortgage
          servicing practices of prudent mortgage servicing institutions that master
          service mortgage loans of the same type and quality as such Mortgage Loan
          in the
          jurisdiction where the related Mortgaged Property is located, to the extent
          applicable to the Master Servicer (except in its capacity as successor
          to a
          Servicer), or (y) the Servicing Standard applicable to any Servicer, but
          in no
          event below the standard set forth in clause (x) above.

         

        Accrual
          Period:
          With
          respect to the Securities and any Payment Date, the period commencing on
          the
          immediately preceding Payment Date (or the Closing Date in the case of
          the first
          Payment Date) and ending on the day immediately preceding the current Payment
          Date. All calculations of interest on the Class [   ]
          Certificates and the Class [   ] Notes will be made on the basis
          of a 360-day year assumed to consist of twelve 30-day months[, and all
          calculations of interest on the Class [   ] Notes will be made on
          the basis of the actual number of days elapsed in the related Accrual Period
          and
          a year of 360 days].

         

        [Addition
          Notice:
          With
          respect to each sale of Subsequent Mortgage Loans to the Trust pursuant
          to
          Section [ ] of this Agreement, a notice from the Depositor substantially
          in the
          form of Exhibit J hereto delivered to the Indenture Trustee, the Owner
          Trustee,
          [the Administrator], the Master Servicer and each Rating Agency.]

         

        [Additional
          Mortgage Loan:
          A
          Mortgage Loan that is conveyed as of the Transfer Date to the Trust by
          the
          Depositor pursuant to a Transfer Supplement to the Purchase Agreement,
          which
          Mortgage Loan shall be identified in such Transfer Supplement as a Additional
          Mortgage Loan and added by the Depositor to the Mortgage Loan
          Schedule.]

         

        Adjustable
          Rate Mortgage Loan:
          A
          Mortgage Loan that provides for the adjustment of the Mortgage Rate payable
          in
          respect thereto, identified as such on the Mortgage Loan Schedule.

         

        Adjustable
          Rate Performing Mortgage Loan:
          Any
          Adjustable Rate Mortgage Loan that is a Performing Mortgage Loan.

         

        Administration
          Agreement:
          The
          administration agreement dated as of
          [          ], among the
          Administrator, the Issuer and the Custodian, as such may be amended or
          supplemented from time to time.

         

        Administrator:
          [          ], a national
          banking association, and any successor in interest.

         

        Advances:
          Delinquency Advances and Servicing Advances.

         

        Adverse
          Claim:
          Any
          claim of ownership or any lien, security interest, title retention, trust
          or
          other charge or encumbrance, or other type of preferential arrangement
          having
          the effect or purpose of creating a lien or security interest, other than
          any
          security interest created under this Agreement.

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

        Affiliate:
          With
          respect to any Person, any other Person directly or indirectly controlling,
          controlled by, or under direct or indirect common control with such specified
          Person. For the purposes of this definition, “control” when used with respect to
          any specified Person means the power to direct the management and policies
          of
          such Person, directly or indirectly, whether through the ownership of voting
          securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.

         

        Agreement:
          This
          Transfer and Servicing Agreement, as amended from time to time, including
          all
          exhibits and schedules hereto.

         

        Applied
          Loss Amount:
          With
          respect to any Payment Date, the amount, if any, by which (x) the aggregate
          principal balance of
          the
          Notes after
          giving
          effect to distributions on such date, but before giving effect to any
          application of the Applied Loss Amount, exceeds (y) the Asset Balance for
          such date.

         

        Asset
          Balance:
          With
          respect to any Payment Date, the sum of the Pool Balance for such date
          and the
          Underlying Securities Balance for such date.

         

        Assignment:
          With
          respect to each Mortgage Loan, an assignment of the Mortgage, notice of
          transfer
          or equivalent instrument sufficient under the laws of the jurisdiction
          wherein
          the related Mortgaged Property is located to reflect of record the transfer
          of
          the Mortgage.

         

        Assignment
          Agreement:
          [to be
          provided if applicable.]

         

        Authorized
          Officer:
          With
          respect to any corporation or limited liability company, the Chairman of
          the
          Board, the President, any Vice President, the Secretary, the Treasurer,
          any
          Assistant Secretary, any Assistant Treasurer and each other officer of
          such
          corporation or the members and manager of such limited liability company
          specifically authorized in resolutions of the Board of Directors of such
          corporation or limited liability company to sign agreements, instruments
          or
          other documents in connection with this Agreement on behalf of such corporation
          or limited liability company, as the case may be. With respect to any trust,
          any
          Authorized Officer of the corporate trustee or any individual
          co-trustee.

         

        [Available
          Funds Cap:
          With
          respect to each Class of Notes and any Payment Date, (A)(1)(a) the sum
          of (i)
          the aggregate of interest accrued (whether or not collected or advanced)
          for the
          related Due Period on all the Mortgage Loans at the applicable Net Mortgage
          Rates, (ii) any amount received with respect to such Payment Date under
          the
          terms of any Rate Protection Agreement (net of any Excess Cap Amount sold
          by the
          Issuer pursuant to Section 6.11) and (iii) any interest distributable on
          the
          Underlying Securities with respect to such Payment Date minus
          (b) the
          sum of (i) the Owner Trustee Fee, if any, for such Payment Date, (ii) the
          Swap
          Payment Amount, if any, for such Payment Date, and (iii) the aggregate
          of
          interest accrued for the related Accrual Period on all Classes of Securities
          having a higher priority of distribution than such Class divided
          by
          (2) the
          Class Principal Balance of such Class immediately prior to such Payment
          Date
multiplied
          by
          (B) the
          fraction, expressed as a percentage, the numerator of which is 360 and
          the
          denominator of which is the actual number of days in the related Accrual
          Period.]

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

        Balloon
          Loan:
          A
          Mortgage Loan with a Monthly Payment that does not fully amortize the principal
          amount of such Mortgage Loan over its term to stated maturity and that
          requires
          a substantial principal payment at maturity.

         

        Balloon
          Payment:
          With
          respect to any Balloon Loan, a payment of the unamortized principal balance
          of
          such Mortgage Loan in a single payment at the maturity of such Mortgage
          Loan
          that is greater than the preceding Monthly Payment.

         

        Basic
          Documents:
          This
          Agreement, the Indenture, the Trust Agreement, the Purchase Agreement,
          the
          Servicing Agreements and any other agreements relating to the servicing
          of the
          Mortgage Loans, the Securities Transfer Agreement, the Custody Agreement,
          the
          Administration Agreement, the Underwriting Agreement, any Rate Protection
          Agreement, any Swap Agreement, and any amendment or supplement to any such
          document.

         

        [Basis
          Risk Shortfall:
          With
          respect to any Payment Date and to any Class of Notes, the amount, if any,
          by
          which (i) the aggregate amount by which interest distributed on such Class
          on
          previous Payment Dates has been reduced by application of the Available
          Funds
          Cap, together with interest on such amounts at the applicable Interest
          Rate
          without regard to the applicable Available Funds Cap, exceeds (ii) the
          aggregate
          of amounts previously distributed on such Class in respect of such
          amounts.]

         

        Bi-Weekly
          Mortgage Loan:
          Each
          Mortgage Loan listed on Schedule I-F hereto.

         

        Book-Entry
          Security:
          Any
          Security registered in the name of the Depository or its nominee.

         

        Business
          Day:
          Any day
          other than a Saturday or a Sunday, or another day on which banks in the
          State of
          Maryland, the State of Minnesota, the State of North Carolina or the State
          of
          New York (or such other states in which the Corporate Trust Office or the
          principal offices of the Master Servicer or any Servicer are subsequently
          located, as specified in writing by such party to the other parties hereto)
          are
          required, or authorized by law, to close.

         

        [Capitalized
          Interest Account:
          The
          account created and maintained by the [Administrator] pursuant to Section
          [   ].]

         

        [Capitalized
          Interest Requirement:
          With
          respect to any Payment Date to and including the Payment Date following
          the end
          of the Pre-Funding Period, an amount equal to the product of (i) the weighted
          average Net Mortgage Rate of the Mortgage Loans divided by 12, multiplied
          by
          (ii) the excess of (a) the balance in the Pre-Funding Account as of the
          Closing
          Date over (b) the aggregate Principal Balance of the Subsequent Mortgage
          Loans
          that will have a scheduled interest payment included in the related Interest
          Remittance Amount for such Payment Date.]

         

        Carryforward
          Interest:
          With
          respect to any Payment Date and to each Class of Securities other than
          the
          Residual Interest Certificate, the amount, if any, by which (i) the sum
          of (x)
          Current Interest for such Class for the immediately preceding Payment Date
          and
          (y) any unpaid Carryforward Interest,
          together with interest on such amounts at the applicable Interest
          Rate,
          for such
          Class from previous Payment Dates exceeds (ii) the amount distributed in
          respect
          of interest on such Class on such immediately preceding Payment
          Date.

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

        CERCLA:
          The
          Comprehensive Environmental Response, Compensation and Liability Act of
          1980.

         

        Certificate:
          Any of
          the Class [   ] Certificates and the Residual Interest
          Certificates issued pursuant to the Trust Agreement.

         

        Certificate
          Distribution Account:
          The
          separate Eligible Account established and maintained by the Indenture Trustee
          pursuant to Section 6.02(a)(iv).

         

        Certificate
          Register:
          As
          defined in the Trust Agreement.

         

        Certificateholder:
          As
          defined in the Trust Agreement.

         

        Civil
          Relief Act:
          The
          Soldiers’ and Sailors’ Civil Relief Act of 1940, as amended.

         

        Class:
          Any
          Securities having the same class designation.

         

        Class
          [   ] Notes:
          [to be
          provided or omitted, as applicable] 

         

        Class
          [   ] Certificates:
          [to be
          provided or omitted, as applicable]

         

        Class
          Notional Balance:
          [to be
          provided or omitted, as applicable]

         

        Class
          Principal Balance:
          With
          respect to any Class of Notes and any date, the initial aggregate principal
          balance of the Notes of such Class less the sum of (i) all amounts previously
          distributed to Holders of the Notes of such Class with respect to principal
          pursuant to Section 6.05 hereof and (ii) all Applied Loss Amounts previously
          allocated to such Class pursuant to Section 6.07.

         

        Closing
          Date:
          [          ].

         

        Code:
          The
          Internal Revenue Code of 1986, as amended.

         

        Collection
          Account:
          The
          separate Eligible Account established and maintained by the Master Servicer,
          on
          behalf of the Indenture Trustee, pursuant to Section 4.07. 

         

        Combined
          Loan-to-Value Ratio:
          With
          respect to any Junior Mortgage Loan, the fraction, expressed as a percentage,
          the numerator of which is equal to the outstanding Principal Balance of
          such
          Mortgage Loan as of the Cut-off Date, plus the aggregate outstanding principal
          balance of the mortgage loan senior thereto, and the denominator of which
          is
          equal to the value of the related Mortgaged Property on the basis of the
          lesser
          of the appraised value at origination or the sales price of such Mortgaged
          Property.

         

        Commission:
          The
          United States Securities and Exchange Commission.

         

        Compensating
          Interest:
          With
          respect to any Payment Date, an amount equal to the lesser of (i) the aggregate
          of the Master Servicing Fees payable to the Master Servicer with respect
          to all
          Mortgage Loans for such Payment Date and (ii) the aggregate of prepayment
          interest shortfalls with respect to the Mortgage Loans for such Payment
          Date.

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

        Control:
          The
          meaning specified in Section 8-106 of the New York UCC.

         

        Convertible
          Mortgage Loan:
          Any
          Adjustable Rate Mortgage Loan listed, together with the applicable purchase
          price percentage, on Schedule I-G hereto, which by its terms grants to
          the
          related Mortgagor the option to convert the interest rate borne by such
          Mortgage
          Loan from an adjustable interest rate to a fixed interest rate.

         

        Cooperative
          Corporation:
          The
          entity that holds title (fee or an acceptable leasehold estate) to the
          real
          property and improvements constituting the Cooperative Property and which
          governs the Cooperative Property, which Cooperative Corporation must qualify
          as
          a Cooperative Housing Corporation under Section 216 of the Code.

         

        Cooperative
          Loan:
          Any
          Mortgage Loan secured by Cooperative Shares and a Proprietary Lease.


         

        Cooperative
          Property:
          The
          real property and improvements owned by the Cooperative Corporation, that
          includes the allocation of individual dwelling units to the holders of
          the
          shares of the Cooperative Corporation.

         

        Cooperative
          Shares:
          Shares
          issued by a Cooperative Corporation.

         

        Corporate
          Trust Office:
          [          ].

         

        Counterparty:
          Any
          counterparty to the Issuer entitled to payment by the Issuer under any
          Swap
          Agreement.

         

        [Credit
          Test:
          The
“Credit Test” will have been satisfied with respect to any Payment Date on or
          after the Stepdown Date if during the applicable period either (x) each
          of the
          applicable standards specified below for cumulative Realized Losses is
          satisfied
          or (y) the Overcollateralization Amount for such date equals the Targeted
          Overcollateralization Amount for such date.

         

        (a) Beginning
          on the Payment Date in
          [          ] and ending on the
          Payment Date in [          ],
          if (i) the Cumulative Realized Loss Percentage is less than
          [   ]% of the Current Overcollateralization Percentage and (ii)
          the Three Month Average 90-Day Delinquency Rate is less than
          [   ]% of the Current Overcollateralization Percentage;
          and

         

        (b) Beginning
          on the Payment Date in
          [          ] and thereafter,
          if (i) the Cumulative Realized Loss Percentage is less than
          [   ]% of the Current Overcollateralization Percentage and (ii)
          the Three Month Average 90-Day Delinquency Rate is less than
          [   ]% of the Current Overcollateralization
          Percentage.]

         

        [Cumulative
          Realized Loss Percentage:
          With
          respect to any Payment Date, the fraction, expressed as a percentage, the
          numerator of which is the sum of (i) the aggregate Realized Losses on the
          Mortgage Loans as of such Payment Date and (ii) after the credit support
          provided for any Underlying Security has been exhausted, the aggregate
          Realized
          Losses on the related Underlying Loans as of such Payment Date and the
          denominator of which is the Cut-off Date Asset Balance.]

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

        Current
          Interest:
          With
          respect to each Class of Securities other than the Residual Interest
          Certificates and the Class [   ] Certificates and any Payment
          Date, the aggregate amount of interest accrued during the applicable Accrual
          Period at the applicable Interest Rate on the Class Principal Balance or
          Class
          Notional Balance of such Class immediately prior to such Payment Date.
          

         

        Current
          Overcollateralization Percentage:
          With
          respect to any Payment Date, the fraction, expressed as a percentage, the
          numerator of which is the Overcollateralization Amount for such Payment
          Date and
          the denominator of which is the Asset Balance for such date.

         

        Custodial
          Account:
          The
          custodial account maintained by a Servicer pursuant to a Servicing
          Agreement.

         

        Custodian:
          [          ], a national
          banking association, and any successor in interest, in its capacity as
          custodian
          under the Custody Agreement.

         

        Custodian
          Fee:
          With
          respect to each Payment Date, the product of the Custodian Fee Rate and
          the
          aggregate Principal Balance of the Mortgage Loans as of the opening of
          business
          on the first day of the related Due Period (or, in the case of the first
          Payment
          Date, as of the Cut-off Date).

         

        Custodian
          Fee Rate:
          [   ]% per annum.

         

        Custody
          Agreement:
          The
          custody agreement dated as of
          [          ] among the
          Custodian, the Depositor and the Issuer, as such may be amended or supplemented
          from time to time.

         

        Cut-off
          Date:
          [          ].

         

        Cut-off
          Date Asset Balance:
          The sum
          of the Cut-off Date Pool Balance and the Initial Underlying Securities
          Balance.

         

        Cut-off
          Date Pool Balance:
          [The
          Pool Balance as of the Cut-off Date] [With respect to the Mortgage Loans
          in the
          Trust on the Closing Date, the sum of (i) the aggregate Principal Balance
          for
          all such Initial Mortgage Loans as of
          [          ] and (ii) the
          Pre-Funding Amount].

         

        Debt:
          For any
          Person, (a) indebtedness of such Person for borrowed money, (b) obligations
          of
          such Person evidenced by bonds, debentures, notes or other similar instruments,
          (c) obligations of such Person to pay the deferred purchase price of property
          or
          services, (d) obligations of such Person as lessee under leases which have
          been
          or should be, in accordance with GAAP, recorded as capital leases, (e)
          obligations secured by any lien or other charge upon property or assets
          owned by
          such Person, even though such Person has not assumed or become liable for
          the
          payment of such obligations, (f) obligations of such Person under direct
          or
          indirect guaranties in respect of, and obligations (contingent or otherwise)
          to
          purchase or otherwise acquire, or otherwise to assure a creditor against
          loss in
          respect of, indebtedness or obligations of others of the kinds referred
          to in
          clauses (a) through (e) above, and (g) liabilities in respect of unfunded
          vested
          benefits under plans covered by ERISA.

         

        [Deferred
          Amount:
          Any
          Basis Risk Shortfall or Deferred Principal Amount.]

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

        [Deferred
          Principal Amount:
          With
          respect to any Payment Date and to any Class of Notes, the amount, if any,
          by
          which (i) the aggregate of Applied Loss Amounts previously applied in reduction
          of the Class Principal Balance thereof, together with interest thereon
          at the
          applicable Interest Rate, exceeds (ii) the aggregate of amounts previously
          distributed on such Class in reimbursement of such amounts.]

         

        Deficient
          Valuation:
          With
          respect to any Mortgage Loan, the dollar amount of any reduction in the
          principal balance owed by the related Mortgagor, as ordered by a court
          in
          connection with a bankruptcy proceeding with respect to the related
          Mortgagor.

         

        Deleted
          Mortgage Loan:
          A
          Mortgage Loan replaced or to be replaced by a Qualified Substitute Mortgage
          Loan.

         

        Delinquency
          Advance:
          With
          respect to the Master Servicer, as defined in Section 4.26(a) hereof, and
          with
          respect to any Servicer, any advance of funds in respect of a delinquent
          Monthly
          Payment made pursuant to the terms of the applicable Servicing
          Agreement.

         

        Delinquent:
          A
          Mortgage Loan shall be considered to be Delinquent in payment if any payment
          contractually due thereon has not been made by the close of business on
          the Due
          Date therefor. Such Mortgage Loan is “30 days Delinquent” if such payment has
          not been received by the close of business on the corresponding day of
          the month
          immediately succeeding the month in which such payment was first due, or,
          if
          there is no such corresponding day (e.g., as when a 30-day month follows
          a
          31-day month in which a payment was due on the 31st day of such month),
          then on
          the last day of such immediately succeeding month. Similarly for “60 days
          Delinquent” and the second immediately succeeding month and “90 days Delinquent”
and the third immediately succeeding month.

         

        Depositor:
          Bayview
          Financial Securities Company, LLC, a Delaware statutory trust, and its
          successors and assigns.

         

        Depository:
          The
          Depository Trust Company, 7 Hanover Square, New York, New York 10004 and
          any
          successor Depository hereafter named.

         

        Determination
          Date:
          With
          respect to any Payment Date, the [   ] day of the month in which
          such Payment Date occurs, or if such day is not a Business Day, the immediately
          preceding Business Day.

         

        Direct
          Participant:
          Any
          broker-dealer, bank or other financial institution for which the Depository
          holds the Book-Entry Securities from time to time as a securities
          depository.

         

        Dollar
          and
$:
          Lawful
          currency of the United States of America.

         

        Due
          Date:
          The day
          of the calendar month in which the Monthly Payment on a Mortgage Loan is
          due.

         

        Due
          Period:
          The
          period from and including the second day of the calendar month preceding
          the
          calendar month in which any Payment Date occurs to and including the first
          day
          of the calendar month in which such Payment Date occurs.

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

        Electronic
          Ledger:
          The
          electronic master record of the Mortgage Loans maintained by the Master
          Servicer
          or any Servicer.

         

        Eligible
          Account:
          (i) An
          account or accounts maintained with a federal or state chartered depository
          institution or trust company the short-term unsecured debt obligations
          of which
          (or, in the case of a depository institution or trust company that is the
          principal subsidiary of a holding company, the short-term unsecured debt
          obligations of such holding company) are rated P-1 by Moody’s and A-1+ by
          S&P at the time any amounts are held on deposit therein, (ii) an account
          or
          accounts the deposits in which are fully insured by the FDIC (to the limits
          established by such corporation), the uninsured deposits in which account
          are
          otherwise secured such that, as evidenced by an Opinion of Counsel delivered
          to
          the Indenture Trustee and to each Rating Agency, the Securityholders will
          have a
          claim with respect to the funds in such account or a perfected first priority
          security interest against such collateral (which shall be limited to Eligible
          Investments) securing such funds that is superior to claims of any other
          depositors or creditors of the depository institution with which such account
          is
          maintained, (iii) a trust account or accounts maintained with the trust
          department of a federal or state chartered depository institution or trust
          company acting in its fiduciary capacity or (iv) otherwise acceptable to
          each
          Rating Agency without reduction or withdrawal of their then current ratings
          of
          the Securities as evidenced by a letter from each Rating Agency to the
          Indenture
          Trustee. Eligible Accounts may bear interest.

         

        Eligible
          Investments:
          [Any of
          the following (which may be purchased by or through the Indenture Trustee,
          the
          Master Servicer or any of their respective Affiliates):

         

        (a) obligations
          of, or guaranteed as to the full and timely payment of principal and interest
          by, the United States or obligations of any agency or instrumentality thereof,
          when such obligations are backed by the full faith and credit of the United
          States;

         

        (b) repurchase
          agreements on obligations specified in clause (a); provided, that the short-term
          debt obligations of the party agreeing to repurchase are rated no less
          than F1
          by Fitch (or if not rated by Fitch, A-1 by S&P) and P-1 by
          Moody’s;

         

        (c) federal
          funds, certificates of deposit, time deposits and bankers’ acceptances (which
          shall each have an original maturity of not more than 90 days and, in the
          case
          of bankers’ acceptances, shall in no event have an original maturity of more
          than 365 days) of any United States depository institution or trust company
          incorporated under the laws of the United States or any state; provided,
          that
          the short-term obligations of such depository institution or trust company
          are
          rated no less than F1 by Fitch (or if not rated by Fitch, A-1 by S&P) and
          P-1 by Moody’s;

         

        (d) commercial
          paper (having original maturities of not more than 30 days) of any corporation
          incorporated under the laws of the United States or any state thereof which
          on
          the date of acquisition is rated no less than F1 by Fitch (or if not rated
          by
          Fitch, A-1 by S&P) and P-1 by Moody’s; 

         

        (e) securities
          bearing interest or sold at a discount issued by any corporation incorporated
          under the laws of the United States of America or any state thereof which
          have a
          short-term credit rating from each Rating Agency, at the time of investment
          or
          the contractual commitment providing for such investment, no less than
          F1 by
          Fitch (or if not rated by Fitch, A-1 by S&P) and P-1 by Moody’s;
provided,
          however,
          that
          securities issued by any particular corporation will not be Eligible Investments
          to the extent that investment therein will cause the then outstanding principal
          amount of securities issued by such corporation and held as part of the
          Trust
          Assets to exceed [   ]% of the sum of the Asset Balance;
provided,
          further,
          that
          such securities will not be Eligible Investments if they are identified
          as being
          under review with negative implications from either Rating Agency;

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

        (f) securities
          of money market funds or mutual funds rated AAAm or AAAm-G by S&P or, if not
          rated by S&P, AAA or better by Fitch and Aa1 by Moody’s (including any such
          funds for which the Indenture Trustee in its individual capacity or the
          Master
          Servicer, or any of their respective Affiliates, receives compensation
          as
          administrator, sponsor, agent or the like); and

         

        (g) any
          other
          demand, money market, common trust fund or time deposit or obligation,
          or
          interest-bearing or other security, or other investment rated in the highest
          rating category by each Rating Agency or otherwise approved in writing
          by each
          Rating Agency;

         

        provided
          that (A)
          such obligation or security is held for a temporary period pursuant to
          Treasury
          Regulation Section 1.860G-2(g)(1) and (B) no instrument described above
          is
          permitted to evidence either the right to receive (a) only interest or
          only
          principal with respect to obligations underlying such instrument or (b)
          both
          principal and interest payments derived from obligations underlying such
          instrument and the interest and principal payments with respect to such
          instrument provided a yield to maturity at par greater than 120% of the
          yield to
          maturity at par of the underlying obligations; and provided,
          further,
          that no
          instrument described above may be purchased at a price greater than par
          if such
          instrument may be prepaid or called at a price less than its purchase price
          prior to stated maturity.]

         

        Entitlement
          Holder:
          The
          meaning specified in Section 8-102(a)(7) of the New York UCC.

         

        Entitlement
          Order:
          The
          meaning specified in Section 8-102(a)(8) of the New York UCC (i.e.,
          generally, orders directing the transfer or redemption of any Financial
          Asset).

         

        ERISA:
          The
          Employee Retirement Income Security Act of 1974, as amended.

         

        Event
          of Master Servicer Default:
          As
          defined in Section 4.17.

         

        [Excess
          Cashflow:
          With
          respect to any Payment Date, the sum of (a) Excess Interest for such date
          and
          (b) the Overcollateralization Release Amount for such date.]

         

        [Excess
          Interest:
          With
          respect to any Payment Date, the sum of (x) the amount of any Interest
          Remittance Amount remaining after application pursuant to clauses (i) through
          (x) of Section 6.05(b) on such date and (y) the proceeds of the sale of
          any
          Excess Cap Amount.]

         

        Exchange
          Act:
          The
          Securities Exchange Act of 1934, as amended.

         

        Excluded
          Servicing Obligations:
          As
          defined in Section 4.01 hereof.

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

        Extra
          Principal Distribution Amount:
          With
          respect to any Payment Date, the lesser of (a) Excess Interest for such
          Payment
          Date and (b) the Overcollateralization Deficiency for such date. 

         

        FDIC:
          The
          Federal Deposit Insurance Corporation.

         

        Fee
          Letter Agreement:
          The fee
          letter agreement between the Owner Trustee and the Seller attached as Exhibit
          F
          to the Trust Agreement.

         

        FHA:
          The
          Federal Housing Administration.

         

        FHA
          Approved Mortgagee:
          A
          corporation or other entity approved as a mortgagee by FHA under the Housing
          Act
          and applicable FHA Regulations, and eligible to own and service, as applicable,
          loans insured by the FHA.

         

        FHA
          Insurance:
          An
          insurance policy granted by the FHA with respect to any Mortgage
          Loan.

         

        FHA
          Mortgage Loan:
          At any
          time, any Mortgage Loan that is subject to FHA Insurance and eligible for
          reimbursement thereunder.

         

        FHA
          Regulations:
          Regulations promulgated by HUD under the Housing Act, codified in 24 Code
          of
          Federal Regulations, and other HUD issuances relating to mortgage loans
          insured
          by the FHA, including, without limitation, related handbooks, circulars,
          notices
          and mortgagee letters.

         

        FHA/VA
          Claim Proceeds:
          Either
          (i) the amount of insurance proceeds received from the FHA under FHA Insurance
          in the event of a default with respect to an FHA Mortgage Loan or (ii)
          the
          amount of proceeds received from the VA under a VA Guaranty in the event
          of a
          default with respect to a VA Mortgage Loan.

         

        FHLMC:
          The
          Federal Home Loan Mortgage Corporation.

         

        Financial
          Asset:
          The
          meaning specified in Section 8-102(a)(9) of the New York UCC.

         

        Fitch:
          Fitch
          Ratings or any successor thereto.

         

        Fixed
          Rate Mortgage Loan:
          A
          Mortgage Loan that has a fixed Mortgage Rate, identified as such on the
          Mortgage
          Loan Schedule.

         

        Fixed
          Rate Performing Mortgage Loan:
          Any
          Fixed Rate Mortgage Loan that is a Performing Mortgage Loan.

         

        FNMA:
          The
          Federal National Mortgage Association.

         

        Full
          Recourse Servicing Agreement:
          Any
          Servicing Agreement that obligates the related Servicer to make delinquency
          advances in respect of FHA Mortgage Loans or VA Mortgage Loans without
          regard to
          recoverability thereof from the proceeds of the related Mortgage Loans,
          or to
          pay buydown amounts or realized loss amounts with respect to the related
          Mortgage Loans from its own funds.

         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

        GAAP:
          Generally accepted accounting principles as in effect in the United States,
          consistently applied, as of the date of such application.

         

        Government
          Securities:
          [to be
          provided or omitted, as applicable].

         

        Government
          Securities Account:
          [to be
          provided or omitted, as applicable].

         

        Governmental
          Authority:
          The
          United States of America, any state, local or other political subdivision
          thereof and any entity exercising executive, legislative, judicial, regulatory
          or administrative functions thereof or pertaining thereto.

         

        Holdback
          Amount:
          With
          respect to any Holdback Mortgage Loan, any portion of the indebtedness
          evidenced
          by the related Mortgage Note that is not disbursed to the related Mortgagor,
          and
          is held in a custodial account established by the Servicer for the benefit
          of
          the Trust, as identified on Schedule I-I attached hereto.

         

        Holdback
          Mortgage Loan:
          Each
          Mortgage Loan listed on Schedule I-I hereto.

         

        Housing
          Act:
          The
          National Housing Act of 1934, as amended. 

         

        HUD:
          United
          States Department of Housing and Urban Development.

         

        Indenture:
          The
          indenture dated as of
          [          ], between the
          Issuer and the Indenture Trustee, as such may be amended or supplemented
          from
          time to time.

         

        Indenture
          Trustee:
          [          ], a national
          banking association, and any successor in interest, in its capacity as
          indenture
          trustee under the Indenture.

         

        Indenture
          Trustee Fee:
          With
          respect to each Payment Date, the product of the Indenture Trustee Fee
          Rate and
          the Asset Balance as of the opening of business on the first day of the
          related
          Due Period (or, in the case of the first Payment Date, as of the Cut-off
          Date).

         

        Indenture
          Trustee Fee Rate:
          [   ]% per annum.

         

        Independent
          Public Accountant:
          Any of
          (a) Deloitte & Touche LLP, (b) PricewaterhouseCoopers, (c) Ernst & Young
          LLP and (d) KPMG LLP (and any successors of the foregoing); provided, that
          such
          firm must be independent with respect to the Master Servicer or any Servicer,
          as
          the case may be, within the meaning of the Securities Act.

         

        Index:
          With
          respect to each Adjustable Rate Mortgage Loan, the index specified in the
          related Mortgage Note or installment sale contract that, when added to
          the gross
          margin specified therein, equals the Mortgage Rate thereon.

         

        Indirect
          Participant:
          Any
          financial institution for which any Direct Participant holds an interest
          in a
          Book-Entry Security.

         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

        Initial
          Aggregate Note Principal Balance:
          $[   ].

         

        [Initial
          Mortgage Loan:
          A
          Mortgage Loan that is conveyed to the Trust pursuant to this Agreement
          on the
          Closing Date. The Initial Mortgage Loans subject to this Agreement are
          identified on the Mortgage Loan Schedule annexed hereto as Schedule I and
          have
          an aggregate Principal Balance as of the Cut-off Date of $[          ].]

         

        Initial
          Underlying Securities Balance:
          $[   ].

         

        Insurance
          Policy:
          Any
          hazard, title, flood, environmental or primary mortgage or other insurance
          policy, including any Primary Mortgage Insurance Policy, relating to a
          Mortgage
          Loan.

         

        Insurance
          Proceeds:
          With
          respect to any Payment Date, all insurance proceeds received by the Master
          Servicer or any Servicer during the related Prepayment Period (including,
          without limitation, the proceeds of any hazard insurance, flood insurance
          or
          title insurance policies, or Primary Mortgage Insurance Policies, and payments
          made by the Master Servicer or any Servicer pursuant hereto in respect
          of a
          deductible clause in any blanket policy) that are not Liquidation Proceeds,
          that
          are not applied to the restoration or repair of the related Property or
          other
          servicing expenses or released to the related Mortgagor in accordance with
          the
          normal servicing procedures of the Master Servicer or such Servicer, and
          were
          applied by the Master Servicer or such Servicer to reduce the Principal
          Balance
          of the related Mortgage Loan or to pay interest on the related Mortgage
          Loan.

         

        Interest
          Rate:
          With
          respect to each Class of Notes, the per annum rate of interest applicable
          to
          Notes of such Class, as specified below:

         

        
          	
                  Class

                	
                  Interest
                    Rate

                
	
                  [          ]

                	
                  [to
                    be provided, as applicable]

                
	
                  [          ]

                	
                  [to
                    be provided, as applicable]

                
	
                  [          ]

                	
                  [to
                    be provided, as applicable]

                
	
                  [          ]

                	
                  [          ]

                


        

         

        Interest
          Remittance Amount:
          With
          respect to any Payment Date, to the extent conveyed to the Issuer hereunder
          and
          received by the Master Servicer (or, in the case of clause (vii), by the
          Indenture Trustee) and to the extent provided in this Agreement and the
          applicable Servicing Agreement, (a) the sum of (i) all interest collected
          or
          advanced or otherwise remitted in respect of Monthly Payments, other than
          any
          prepayment premiums or yield maintenance payments, during the related Due
          Period
          (less (x) the Master Servicing Fee and the applicable Servicing Fees, (y)
          Outstanding Advances and other amounts due to the Master Servicer, the
          Servicers, the Custodian or the Indenture Trustee (other than the Indenture
          Trustee Fee), to the extent allocable to interest, and (z) any Net Prepayment
          Interest Excess for such Payment Date), (ii) any Compensating Interest paid
          by the Master Servicer and any amounts paid by any Servicer in respect
          of
          prepayment interest shortfalls with respect to such Payment Date, (iii)
          the
          portion of the Purchase Price allocable to interest (less Outstanding Advances,
          to the extent allocable to interest) and other amounts due the Master Servicer,
          the Servicers, the Custodian or the Indenture Trustee, to the extent allocable
          to interest) of each Mortgage Loan that was purchased from the Trust during
          the
          related Prepayment Period, (iv) the portion of any Substitution Amount
          allocable
          to interest paid during the related Prepayment Period, (v) all Net Liquidation
          Proceeds, Insurance Proceeds and other recoveries collected and remittances
          made
          during the related Prepayment Period, to the extent allocable to interest,
          less
          Outstanding Advances, to the extent allocable to interest, and other amounts
          due
          the Master Servicer, the Servicers, the Custodian or the Indenture Trustee,
          to
          the extent allocable to interest, (vi) all Subsequent Recoveries collected
          during the related Prepayment Period, (vii) any distribution of interest
          received with respect to the Underlying Securities by the Indenture Trustee
          on
          the related Underlying Payment Date, (viii) any payments received with
          respect
          to such Payment Date under any Rate Protection Agreement and (ix) the Yield
          Maintenance Amount, if any, as reduced by (b) any expenses of the Indenture
          Trustee reimbursable by the Issuer pursuant to this Agreement or the Indenture
          and not reimbursed pursuant to clauses (a)(i), (a)(iii) or (a)(v) above,
          and any
          expenses of the Owner Trustee reimbursable by the Issuer pursuant to this
          Agreement or the Trust Agreement. [For
          each
          Payment Date up to and including the Payment Date in
          [           ], the
          Interest Remittance Amount shall include amounts distributable from the
          Capitalized Interest Account in an amount equal to the Capitalized Interest
          Requirement for such Payment Date.]

         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

        Investment
          Company Act:
          The
          Investment Company Act of 1940, as amended.

         

        Issuer:
          Bayview
          Financial [          ] Trust
          [          ].

         

        Junior
          Mortgage Loan:
          Any
          Mortgage Loan that is secured by a junior lien on the related Mortgaged
          Property.

         

        [LIBOR:
          As to
          any Accrual Period other than the initial Accrual Period, the rate for
          one month
          United States dollar deposits that appears on the Telerate Screen Page
          3750 as
          of 11:00 a.m., London time, on the related LIBOR Rate Adjustment Date.
“Telerate
          Screen Page 3750” means the display designated as page 3750 on the Telerate
          Service (or such other page as may replace page 3750 on that service for
          the
          purpose of displaying London interbank offered rates of major banks). If
          such
          rate does not appear on such page (or such other page as may replace that
          page
          on that service, or if such service is no longer offered, such other service
          for
          displaying one-month LIBOR or comparable rates as may be selected by the
          Master
          Servicer), the rate will be the Reference Bank Rate. The “Reference Bank Rate”
will be determined on the basis of the rates at which deposits in U.S.
          Dollars
          are offered by the reference banks (which shall be three major banks that
          are
          engaged in transactions in the London interbank market, selected by the
          Depositor) as of 11:00 a.m., London time, on the LIBOR Rate Adjustment
          Date to
          prime banks in the London interbank market for a period of one month in
          amounts
          approximately equal to the aggregate principal balance of the LIBOR Notes
          then
          outstanding. The Master Servicer will request the principal London office
          of
          each of the reference banks to provide a quotation of its rate. If at least
          two
          such quotations are provided, the rate will be the arithmetic mean of the
          quotations. If on such date fewer than two quotations are provided as requested,
          the rate will be the arithmetic mean of the rates quoted by one or more
          major
          banks in New York City, selected by the Master Servicer as of 11:00 a.m.,
          New
          York City time, on such date for loans in U.S. Dollars to leading European
          banks
          for a period of one month. If no such quotations can be obtained, the rate
          will
          be LIBOR for the prior Payment Date.]

         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

        LIBOR
          for
          the initial Accrual Period shall be [   ]%.

         

        LIBOR
          Business Day:
          Any day
          other than (i) a Saturday or a Sunday or (ii) a day on which banking
          institutions in the city of London, England or in the city of New York,
          New York
          are required or authorized by law to be closed.

         

        LIBOR
          Rate Adjustment Date:
          With
          respect to any Accrual Period, the
          second LIBOR Business Day immediately prior to the commencement of such
          Accrual
          Period.

         

        Liquidated
          Mortgage Loan:
          As
          to any
          Payment Date, any Mortgage Loan in respect of which the related Servicer
          or the
          Master Servicer, as applicable, has determined, in accordance with the
          servicing
          procedures specified herein and in the applicable Servicing Agreement,
          as of the
          end of the related Due Period, that all Liquidation Proceeds which it expects
          to
          recover with respect to the liquidation of the Mortgage Loan or disposition
          of
          the related REO Property have been recovered.

         

        Liquidation
          Expenses:
          Customary and reasonable out-of-pocket expenses exclusive of overhead which
          are
          incurred by a Servicer or the Master Servicer in connection with the liquidation
          of any defaulted Mortgage Loan, such expenses, including, without limitation,
          legal fees and expenses, and any Outstanding Advances expended by any Servicer
          or the Master Servicer with respect to such Mortgage Loan.

         

        Liquidation
          Proceeds:
          With
          respect to any Liquidated Mortgage Loan, any amounts (including the proceeds
          of
          any Insurance Policy and the proceeds from the sale of REO Property, and
          including any FHA/VA Claim Proceeds not retained by the applicable Servicer
          pursuant to the related Servicing Agreement) recovered by the Master Servicer
          or
          any Servicer in connection with such Liquidated Mortgage Loan, whether
          through
          trustee’s sale, foreclosure sale or otherwise, other than amounts required to be
          paid to the Mortgagor pursuant to the terms of the applicable Mortgage
          Loan or
          otherwise pursuant to law.

         

        Loan
          Assets:
          Collectively, the Mortgage Loans and the Underlying Securities.

         

        Loan
          Collateral:
          With
          respect to any Mortgage Loan, the related Mortgaged Property and any personal
          property securing the related Mortgage Loan, including any lessor’s interest in
          such property, whether characterized or recharacterized as an ownership
          or
          security interest, and including any accounts or deposits pledged to secure
          such
          Mortgage Loan.

         

        Loan-to-Value
          Ratio:
          With
          respect to any Mortgage Loan, the fraction, expressed as a percentage,
          the
          numerator of which is equal to the outstanding Principal Balance of such
          Mortgage Loan as of the Cut-off Date, and the denominator of which is equal
          to
          the value of the related Mortgaged Property on the basis of the lesser
          of the
          appraised value at origination or the sales price of such Mortgaged
          Property.

         

        Majority
          Holder of the Residual Interest Certificates:
          The
          Holder of more than 50% of the Percentage Interest in the Residual Interest
          Certificates.

         

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        

        Manufactured
          Home:
          A new
          or used unit of manufactured housing.

         

        Manufactured
          Housing Loan:
          A
          Mortgage Loan made to finance the purchase of a Manufactured Home.

         

        Master
          Servicer:
          [          ] or any successor
          or permitted assign under the terms of this Agreement.

         

        Master
          Servicer Remittance Date:
          With
          respect to any Payment Date, the Business Day immediately preceding such
          Payment
          Date.

         

        Master
          Servicer’s Monthly Report:
          The
          report containing the information described in Section 4.27 hereof, in
          substantially the form of Exhibit A hereto.

         

        Master
          Servicing Fee:
          Subject
          to Section 4.13, with respect to each Payment Date and each Loan Asset,
          the
          product of the Master Servicing Fee Rate and the Principal Balance or Principal
          Amount of such Loan Asset as of the start of the related Due Period (or,
          in the
          case of the first Payment Date, as of the Cut-off Date).

         

        Master
          Servicing Fee Rate:
          Subject
          to Section 4.13, [   ]% per annum.

         

        Maturity
          Date:
          [          ]

         

        Maximum
          Master Servicing Fee Rate:
          [   ]% per annum.

        


        MERS:
          Mortgage Electronic Registration Systems, Inc., a Delaware Corporation,
          or any
          successor in interest thereto.

         

        MERS
          Mortgage Loan:
          Any
          Mortgage Loan as to which the related Mortgage, or an Assignment, has been
          or
          will be recorded in the name of MERS, as agent for the holder from time
          to time
          of the Mortgage Note.

         

        Mixed
          Use Property:
          A
          property occupied for both residential and commercial purposes.

         

        Monthly
          Payment:
          The
          scheduled monthly principal and interest payment on a Mortgage Loan for
          any
          month, as such monthly payment may have been reduced by any Deficient Valuation.
          The Monthly Payment on each Balloon Loan with a delinquent Balloon Payment
          is
          equal to the assumed monthly payment that would have been due on the related
          Due
          Date based on the original principal amortization schedule for such Balloon
          Loan. The Monthly Payment for any Bi-Weekly Mortgage Loan shall be deemed
          to
          include all bi-weekly payments due on such Mortgage Loan during the related
          Due
          Period.

         

        Moody’s:
          Moody’s
          Investors Service, Inc., or any successor thereto.

         

        Mortgage:
          The
          written instrument creating a valid lien on real property or a Manufactured
          Home, which instrument may be in the form of a mortgage, deed of trust,
          deed to
          secure debt or security deed, certificate of title or other instrument
          creating
          a lien on or interest in the Loan Collateral; or, in the case of a Cooperative
          Loan, the Security Agreement.

         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

        Mortgage
          File:
          As
          defined in Section 2.01 hereof.

         

        Mortgage
          Loan:

         

        (a) either

         

        (i) a
          fixed
          rate closed-end (which term includes a revolving line of credit under which
          no
          additional amounts may be drawn and a Partially Disbursed Mortgage Loan
          under
          which Additional Loan Amounts may be advanced and a Holdback Mortgage Loan
          under
          which Holdback Amounts may be disbursed or applied to principal) mortgage
          loan
          and promissory note or installment sale contract, including the right to
          payment
          of any interest or finance charges and other obligations of the Mortgagor
          with
          respect thereto, listed on the Mortgage Loan Schedule and included as part
          of
          the Trust Assets; or

         

        (ii) an
          adjustable rate closed-end (which term includes a revolving line of credit
          under
          which no additional amounts may be drawn and a Partially Disbursed Mortgage
          Loan
          under which Additional Loan Amounts may be advanced and a Holdback Mortgage
          Loan
          under which Holdback Amounts may be disbursed or applied to principal)
          mortgage
          loan and promissory note or installment sale contract, including the right
          to
          payment of any interest or finance charges and other obligations of the
          Mortgagor with respect thereto, listed on the Mortgage Loan Schedule and
          included as part of the Trust Assets;

         

        (b) all
          security interests or liens and real and personal property subject thereto
          from
          time to time purporting to secure payment by the related Mortgagor;

         

        (c) all
          guarantees, indemnities and warranties and proceeds thereof, proceeds of
          insurance policies, Uniform Commercial Code financing statements, certificates
          of title or other title documentation and other agreements or arrangements
          of
          whatever character from time to time supporting or securing payment of
          such
          Mortgage Loan;

         

        (d) all
          collections with respect to any of the foregoing;

         

        (e) all
          Records with respect to any of the foregoing; and

         

        (f) all
          proceeds of any of the foregoing.

         

        [The
          term
“Mortgage Loan” shall include any [Initial Mortgage Loan] [Subsequent Mortgage
          Loan] and [Additional Mortgage Loan] listed on the Mortgage Loan Schedule,
          as
          amended from time to time.]

         

        Mortgage
          Loan Certificate:
          With
          respect to each Mortgage Loan with FHA Insurance, the mortgage insurance
          certificate evidencing such insurance.

         

        Mortgage
          Loan Negative Amortization:
          With
          respect to any Adjustable Rate Mortgage Loan that provides for negative
          amortization, an amount added to the principal balance of such Mortgage
          Loan
          pursuant to the terms of the related Mortgage Note, generally equal to
          the
          excess, if any, of interest accrued at the Mortgage Rate for any month
          over the
          greater of (a) the amount of the Monthly Payment for such month and (b)
          the
          amount of interest received in respect of such month from the related
          Mortgagor.

         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

        Mortgage
          Loan Schedule:
          As of
          any date, the list of Mortgage Loans included in the Trust Assets, attached
          hereto as Schedule I (and subdivided into Schedule I-A, Schedule I-B, Schedule
          I-C, Schedule I-D, Schedule I-E, Schedule I-F, Schedule I-G, Schedule I-H
          and
          Schedule I-I). The Mortgage Loan Schedule may be amended from time to time
          to
          reflect the addition of Mortgage Loans [(including the addition of any
          [Subsequent] [Additional] Mortgage Loans)], or the deletion of Mortgage
          Loans,
          from the Trust, and shall be prepared by or on behalf of the Depositor
          and shall
          set forth the following information with respect to each Mortgage
          Loan:

         

        (i) the
          Mortgage Loan identifying number;

         

        (ii) the
          Mortgagor’s name;

         

        (iii) the
          street address of the Mortgaged Property including the city, state and
          zip
          code;

         

        (iv) a
          code
          indicating whether the Mortgaged Property is owner-occupied;

         

        (v) the
          type
          of residential dwelling, if any, constituting the Mortgaged
          Property;

         

        (vi) the
          lien
          position of such Mortgage Loan;

         

        (vii) whether
          such Mortgage Loan is a Balloon Loan;

         

        (viii) whether
          such Mortgage Loan is an Adjustable Rate Mortgage Loan or a Fixed Rate
          Mortgage
          Loan;

         

        (ix) the
          original term to maturity (from origination or, if such Mortgage Loan has
          been
          modified, from modification);

         

        (x) the
          stated remaining months to maturity from the Cut-off Date based on the
          amortization schedule;

         

        (xi) the
          Loan-to-Value Ratio or, in the case of Junior Mortgage Loans, the Combined
          Loan-to-Value Ratio, at origination;

         

        (xii) the
          current Loan-to-Value Ratio or, in the case of Junior Mortgage Loans, the
          current Combined Loan-to-Value Ratio;

         

        (xiii) the
          Mortgage Rate as of the Cut-off Date;

         

        (xiv) the
          date
          on which the first Monthly Payment was due on the Mortgage Loan;

         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

        (xv) the
          Due
          Date currently in effect;

         

        (xvi) the
          stated maturity date;

         

        (xvii) the
          amount of the Monthly Payment due on the first Due Date on or after the
          Cut-off
          Date;

         

        (xviii) the
          last
          Due Date on which a Monthly Payment was actually applied to the unpaid
          Principal
          Balance;

         

        (xix) the
          original principal amount of the Mortgage Loan;

         

        (xx) the
          outstanding scheduled principal balance of the Mortgage Loan as of the
          close of
          business on the Cut-off Date;

         

        (xxi) in
          the
          case of each Adjustable Rate Mortgage Loan, the gross margin;

         

        (xxii) a
          code
          indicating the purpose of the Mortgage Loan (i.e., purchase financing,
          rate/term
          refinancing, cash-out refinancing);

         

        (xxiii) in
          the
          case of each Adjustable Rate Mortgage Loan, the maximum mortgage
          rate;

         

        (xxiv) in
          the
          case of each Adjustable Rate Mortgage Loan, the minimum mortgage
          rate;

         

        (xxv) the
          Mortgage Rate at origination;

         

        (xxvi) in
          the
          case of each Adjustable Rate Mortgage Loan, the periodic rate cap;

         

        (xxvii) in
          the
          case of each Adjustable Rate Mortgage Loan, the Index;

         

        (xxviii) 
          in the
          case of each Adjustable Rate Mortgage Loan, the first adjustment date
          immediately following the Cut-off Date;

         

        (xxix) in
          the
          case of each Adjustable Rate Mortgage Loan, the rounding code (nearest
          0.125%);

         

        (xxx) a
          code
          indicating the Servicer and related Servicing Fee Rate;

         

        (xxxi) a
          code
          indicating whether such Mortgage Loan is a Pool PMI-Insured Mortgage
          Loan;

         

        (xxxii) a
          code
          identifying the Pool PMI Insurer, if any;

         

        (xxxiii) whether
          such Mortgage Loan provides for negative amortization;

         

        (xxxiv) 
          in the
          case of a Holdback Mortgage Loan, the related Holdback Amount; and

         

        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

        (xxxv) if
          such
          Mortgage Loan is a Retained Interest Mortgage Loan, the Retained Interest
          Rate.

         

        Mortgage
          Note:
          The
          original executed promissory note evidencing the indebtedness of a Mortgagor
          under a Mortgage Loan or if such Mortgage is not evidenced by a promissory
          note,
          the original executed document or other instrument primarily evidencing
          the
          indebtedness of the Mortgagor under such Mortgage Loan.

         

        Mortgage
          Rate:
          The
          annual rate of interest borne by a Mortgage Note, which is set forth in
          such
          Mortgage Note.

         

        Mortgaged
          Property:
          Either
          of (x) the fee simple interest (or, in the case of certain commercial real
          estate, leasehold interest) in real property, together with improvements
          thereto
          and any fixtures, leases and other real or personal property securing the
          related Mortgage Note, (y) the related Manufactured Home or (z) in the
          case of a
          Cooperative Loan, the related Cooperative Shares and Proprietary Lease,
          securing
          the indebtedness of the Mortgagor under the related Mortgage Loan.

         

        Mortgagor:
          With
          respect to any Mortgage Loan, the Person or Persons primarily obligated
          to make
          payments in respect thereto.

         

        Multifamily
          Property:
          A
          multifamily residential rental property consisting of five or more dwelling
          units.

         

        Net
          Insurance Proceeds:
          As to
          any Mortgage Loan, any Insurance Proceeds received with respect thereto
          net of
          amounts payable therefrom to the Master Servicer or any Servicer in respect
          of
          Outstanding Advances relating to such Mortgage Loan.

         

        Net
          Liquidation Proceeds:
          As to
          any Liquidated Mortgage Loan, Liquidation Proceeds net of (i) amounts payable
          therefrom to the Master Servicer or any Servicer in respect of Liquidation
          Expenses and Outstanding Advances relating to such Mortgage Loan and (ii)
          any
          Seller Amounts relating to such Mortgage Loan.

         

        Net
          Mortgage Rate:
          As to
          each Mortgage Loan, with respect to any date of determination, a rate per
          annum
          equal to the excess of the Mortgage Rate in effect as of the Due Date in
          the
          preceding calendar month over the sum of the applicable Servicing Fee Rate,
          the
          Master Servicing Fee Rate, the Indenture Trustee Fee Rate, the Custodian
          Fee
          Rate, any lender-paid primary mortgage insurance premium expressed as an
          annual
          rate.

         

        Net
          Prepayment Interest Excess:
          With
          respect to any Payment Date, the excess, if any, of the Gross Prepayment
          Interest Excess with respect to the Non-Servicer Obligated Mortgage Loans
          for
          such Payment Date over the Gross Prepayment Interest Shortfall with respect
          to
          such Mortgage Loans for such Payment Date.

         

        New
          York UCC:
          The
          Uniform Commercial Code as in effect in the State of New York.

         

        Non-MERS
          Mortgage Loan:
          Any
          Mortgage Loan other than a MERS Mortgage Loan.

         

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

        Non-Performing
          Mortgage Loan:
          Each
          Mortgage Loan listed on Schedule I-B hereto.

         

        Non-Recoverable
          Advance:
          Any
          Advance which a Servicer, the Master Servicer or the Indenture Trustee,
          as
          applicable, has determined in its good faith business judgment will not
          or, in
          the case of a proposed Advance, would not, be ultimately recoverable by
          such
          Servicer, the Master Servicer or the Indenture Trustee from late payments,
          Insurance Proceeds, Liquidation Proceeds and other collections or recoveries
          in
          respect of the related Mortgage Loan or REO Property. The determination
          by a
          Servicer or the Master Servicer that it has made a Non-Recoverable Advance
          shall
          be evidenced by an Officer’s Certificate delivered to the Indenture Trustee and
          the Depositor setting forth such determination and the procedures and
          considerations of such Servicer or the Master Servicer forming the basis
          of such
          determination, which shall include a copy of any information or reports
          obtained
          by a Servicer or the Master Servicer which may support such
          determination.

         

        Note:
          Any of
          the Class [   ] Notes issued pursuant to the
          Indenture.

         

        Note
          Distribution Account:
          The
          separate Eligible Account established and maintained by the Indenture Trustee
          pursuant to Section 6.02(a)(ii).

         

        Note
          Register:
          As
          defined in the Indenture.

         

        Noteholder:
          As
          defined in the Indenture.

         

        Officer’s
          Certificate:
          With
          respect to any Person, a certificate signed by an Authorized Officer of
          such
          Person or, in the case of the Master Servicer or a Servicer, by a Servicing
          Officer.

         

        Opinion
          of Counsel:
          A
          written opinion of counsel (who may be counsel to the Seller, the Depositor,
          the
          Master Servicer or a Servicer), which opinion is reasonably acceptable
          to the
          Indenture Trustee or the Issuer, as applicable. With respect to any opinion
          dealing with federal income tax matters, such counsel must (i) in fact
          be
          independent of the Seller, the Depositor, the Master Servicer, the Indenture
          Trustee, the Owner Trustee and each Servicer, (ii) not have any direct
          financial
          interest in the Seller, the Depositor, the Master Servicer, the Indenture
          Trustee, the Owner Trustee or a Servicer or in any Affiliate of any of
          them and
          (iii) not be connected with the Seller, the Depositor, the Master Servicer,
          the
          Indenture Trustee, the Owner Trustee or a Servicer as an officer, employee,
          promoter, underwriter, trustee, partner, director or person performing
          similar
          functions.

         

        [Original
          Capitalized Interest Amount:
          $[
          ].]

         

        Originator:
          The
          Person that originated the Mortgage Loan pursuant to a written agreement
          with
          the related Mortgagor.

         

        Outstanding
          Advances:
          As of
          any date with respect to a Mortgage Loan, the total amount of Advances
          made on
          such Mortgage Loan for which the Master Servicer or any Servicer has not
          been
          reimbursed, to the extent that the Master Servicer is entitled to reimbursement
          hereunder or such Servicer is entitled to reimbursement therefor pursuant
          to the
          applicable Servicing Agreement.

         

        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        

        Overcollateralization
          Amount:
          With
          respect to any Payment Date, the amount, if any, by which (a) the Asset
          Balance
          for such date exceeds (b) the aggregate principal balance of the
          [          ] Notes on such
          date after giving effect to distributions on such Payment Date.

         

        Overcollateralization
          Deficiency:
          With
          respect to any Payment Date other than the first Payment Date, the amount,
          if
          any, by which (x) the Targeted Overcollateralization Amount for such Payment
          Date exceeds (y) the Overcollateralization Amount for such Payment Date,
          calculated for this purpose after giving effect to the reduction on such
          Payment
          Date of the Class Principal Balances of the Notes resulting from the
          distribution of the Principal Remittance Amount (but not the Extra Principal
          Distribution Amount) on such Payment Date, but prior to allocation of any
          Applied Loss Amount on such Payment Date. With respect to the first Payment
          Date, the Overcollateralization Deficiency will be equal to the amount,
          if any,
          by which the Overcollateralization Amount on the Closing Date exceeds the
          amount
          calculated as described in clause (y).

         

        Overcollateralization
          Release Amount:
          With
          respect to any Payment Date, the lesser of (x) the Principal Remittance
          Amount
          for such Payment Date and (y) the amount, if any, by which (i) the
          Overcollateralization Amount for such date, calculated for this purpose
          on the
          basis of the assumption that 100% of the Principal Remittance Amount for
          such
          date is applied on such date in reduction of the Class Principal Balances
          of the
          Notes, exceeds (ii) the Targeted Overcollateralization Amount for such
          date.

         

        Owner
          Trustee:
          [          ], a
          [          ], and any
          successor in interest, not in its individual capacity, but solely as owner
          trustee under the Trust Agreement.

         

        Owner
          Trustee Fee:
          The
          annual fee of $[   ] payable to the Owner Trustee pursuant to the
          Fee Letter Agreement specified in Section 8.01 of the Trust Agreement on
          the
          Payment Date occurring in December of each year during the term of this
          Agreement, commencing in
          [          ].

         

        Ownership
          Interest:
          As to
          any Security, any ownership or security interest in such Security, including
          any
          interest in such Security as the Holder thereof and any other interest
          therein,
          whether direct or indirect, legal or beneficial, as owner or as
          pledgee.

         

        Payment
          Date:
          The
          [   ] calendar day of each month (or the immediately succeeding
          Business Day if such day is not a Business Day), commencing in
          [          ].

         

        Percentage
          Interest:
          The
          percentage interest (which may be expressed as a fraction) evidenced by
          any
          Security, which is equal to a fraction, the numerator of which is the initial
          principal [(or notional)] balance of such Security, and the denominator
          of which
          is the initial Class Principal Balance [(or Class Notional Balance)] of
          all
          Securities of the same Class.

         

        Performing
          Mortgage Loans:
          All
          Mortgage Loans other than Non-Performing Mortgage Loans.

         

        Person:
          An
          individual, partnership, corporation (including a statutory trust), joint
          stock
          company, limited liability company, trust, association, joint venture,
          Governmental Authority or any other entity of whatever nature.

         

        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        

        Policy:
          With
          respect to any FHA Mortgage Loan or VA Mortgage Loan, the applicable FHA
          Insurance or VA Guaranty.

         

        Policy
          Payments Account:
          The
          account established and maintained by the Indenture Trustee pursuant to
          Section
          6.12(b).

         

        Pool
          Balance:
          With
          respect to any Payment Date, the aggregate of the Principal Balances of
          the
          Mortgage Loans for such date [plus, during the [Pre-Funding Period] [Revolving
          Period], the amount of the [Pre-Funding Amount] [Revolving Amount] which
          has not
          been previously applied towards the purchase of [Subsequent Mortgage Loans]
          [Additional Mortgage Loans]].

         

        Pool
          PMI Insurance Policy:
          [to be
          provided if applicable.]

         

        Pool
          PMI Insurance Premium:
          [to be
          provided if applicable.]

         

        Pool
          PMI-Insured Mortgage Loan:
          [to be
          provided if applicable.]

         

        Pool
          PMI Insurer:
          [to be
          provided if applicable.]

         

        [Pre-Funding
          Account:
          The
          pre-funding account established by the [Administrator] pursuant to Section
          [   ].]

         

        [Pre-Funding
          Amount:
          The
          amount deposited by the [Administrator] into the Pre-Funding Account on
          the
          Closing Date.]

         

        [Pre-Funding
          Period:
          The
          period beginning on the Closing Date and ending on [ ].]

         

        Prepayment
          in Full:
          With
          respect to any Mortgage Loan, a Mortgagor payment consisting of a Principal
          Prepayment in the amount of the outstanding principal balance of such Mortgage
          Loan, together with interest thereon at the related Mortgage Rate to the
          date of
          such prepayment, and resulting in the full satisfaction of such Mortgage
          Loan.

         

        Prepayment
          Period:
          As to
          any Payment Date, the calendar month immediately preceding the month of
          such
          Payment Date.

         

        Preservation
          Expenses:
          Reasonable and customary expenditures made by the Master Servicer or the
          Servicers in connection with a foreclosed Mortgage Loan prior to the liquidation
          thereof, including, without limitation, expenditures for real estate property
          taxes and assessments, payments to senior lienholders or holders of any
          ground
          lease, hazard insurance premiums, property restoration or
          preservation.

         

        Primary
          Mortgage Insurance Policy:
          Any
          policy of primary mortgage guaranty insurance issued by an insurance company,
          FHA Insurance or a VA Guaranty with respect to any Mortgage Loan.

         

        Principal
          Balance:
          With
          respect to any Mortgage Loan as of any Payment Date, the principal balance
          of
          such Mortgage Loan remaining to be paid by the Mortgagor as of the Cut-off
          Date
          [(with respect to the Initial Mortgage Loans) or Subsequent Cut-off Date
          (with
          respect to the Subsequent Mortgage Loans),] after deduction of all Monthly
          Payments due on or before the Cut-off Date [or Subsequent Cut-off Date,
          as
          applicable,], plus
          any
          Mortgage Loan Negative Amortization, minus
          the sum
          of (i) all principal collected or advanced in respect of Monthly Payments
          due
          after the Cut-off Date [or Subsequent Cut-off Date, as applicable] through
          the
          last day of the related Due Period and (ii) all Principal Prepayments received,
          and the principal portion of all Liquidation Proceeds, Insurance Proceeds
          and
          other unscheduled recoveries collected (other than Subsequent Recoveries),
          through the last day of the related Prepayment Period.

         

        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        

        Principal
          Distribution Amount:
          With
          respect to any Payment Date, the sum of (i) the Principal Remittance Amount
          for
          such date minus
          the
          Overcollateralization Release Amount, if any, for such date and (ii) the
          Extra
          Principal Distribution Amount, if any, for such date.

         

        Principal
          Prepayment:
          With
          respect to any Mortgage Loan, any payment of principal made by the related
          Mortgagor in advance of the Due Date therefor other than the principal
          portion
          of Monthly Payments other than Balloon Payments.

         

        Principal
          Remittance Amount:
          With
          respect to any Payment Date, to the extent conveyed to the Issuer hereunder
          and
          received by the Master Servicer, the sum of (i) all principal collected
          or
          advanced or otherwise remitted in respect of Monthly Payments during the
          related
          Due Period, (ii) all Prepayments in Full or partial Principal Prepayments
          received during the applicable Prepayment Period, (iii) the portion of
          the
          Purchase Price of each Mortgage Loan that was purchased from the Trust
          during
          the related Prepayment Period allocable to principal, (iv) the portion
          of any
          Substitution Amount allocable to principal paid during the related Prepayment
          Period, (v) all Net Liquidation Proceeds, Insurance Proceeds and other
          recoveries collected (other than Subsequent Recoveries) and remittances
          made
          during the related Prepayment Period, to the extent allocable to principal,
          (vi)
          any Holdback Amount applied in reduction of the principal balance of a
          Mortgage
          Loan during the applicable Prepayment Period, as reduced, in each case,
          to the
          extent provided in this Agreement or the applicable Servicing Agreement,
          by
          Outstanding Advances, to the extent allocable to principal, and other amounts
          due to the Master Servicer, the Servicers or the Indenture Trustee, hereunder
          or
          under the Servicing Agreements, to the extent not reimbursed from the Interest
          Remittance Amount for such Payment Date and (vii) any distribution of principal
          received with respect to the Underlying Securities by the Indenture Trustee
          on
          the related Underlying Payment Date. [On the first Payment Date after the
          end of
          the Revolving Period, the Principal Remittance Amount shall include amounts
          allocable to principal that were deposited in the Revolving Account during
          the
          Revolving Period and not withdrawn to purchase Additional Mortgage Loans.]
          [On
          the first Payment Date after the end of the Pre-Funding Period, the Principal
          Remittance Amount shall include amounts allocable to principal that were
          deposited in the Pre-Funding Account during the Pre-Funding Period and
          not
          withdrawn to purchase Subsequent Mortgage Loans.]

         

        Private
          Security:
          Each
          Class [  ], Class [  ] and Class [  ]
          Certificate.

         

        Proprietary
          Lease:
          With
          respect to any Cooperative Property, a lease or occupancy agreement between
          a
          Cooperative Corporation and a holder of related Cooperative Shares.

         

        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        

        Prospectus:
          The
          prospectus dated [       ], as supplemented
          by the prospectus supplement dated [ , ], relating to the Notes.

         

        Purchase
          Agreement:
          The
          Loan Purchase Agreement dated as of
          [          ], by and between
          the Seller and the Depositor, providing for the transfer of the Mortgage
          Loans
          to the Depositor.

         

        Purchase
          Price:
          With
          respect to any Mortgage Loan, an amount equal to the sum of (i) the unpaid
          principal balance of such Mortgage Loan immediately prior to the repurchase
          date, (ii) any accrued and unpaid interest thereon from the date as to
          which
          interest was last paid to (but not including) the date of purchase, calculated
          at the Mortgage Rate thereon and (iii) any unreimbursed Servicing Advances
          with
          respect to such Mortgage Loan.

         

        Qualified
          Substitute Mortgage Loan:
          A
          mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms
          of
          this Agreement which must, on the date of such substitution, (i) have an
          outstanding principal balance, after application of all scheduled payments
          of
          principal and interest due during or prior to the month of substitution,
          not in
          excess of the Principal Balance of the Deleted Mortgage Loan as of the
          Due Date
          in the calendar month during which the substitution occurs, (ii) have a
          Mortgage
          Rate not less than (and not more than one percentage point in excess of)
          the
          Mortgage Rate of the Deleted Mortgage Loan, (iii) in the case of any Adjustable
          Rate Mortgage Loan, have a maximum Mortgage Rate not less than the maximum
          Mortgage Rate on the Deleted Mortgage Loan, (iv) in the case of any Adjustable
          Rate Mortgage Loan, have a minimum Mortgage Rate not less than the minimum
          Mortgage Rate of the Deleted Mortgage Loan, (v) in the case of any Adjustable
          Rate Mortgage Loan, have a gross margin equal to the gross margin of the
          Deleted
          Mortgage Loan, (vi) in the case of any Adjustable Rate Mortgage Loan, have
          a
          next adjustment date not more than two months later than the next adjustment
          date on the Deleted Mortgage Loan, (vii) have a remaining term to maturity
          not
          greater than (and not more than one year less than) that of the Deleted
          Mortgage
          Loan, (viii) have the same Due Date as the Due Date on the Deleted Mortgage
          Loan, (ix) have a Loan-to-Value Ratio (or a Combined Loan-to-Value Ratio,
          as
          applicable) as of the date of substitution equal to or lower than the
          Loan-to-Value Ratio (or Combined Loan-to-Value Ratio, as applicable) of
          the
          Deleted Mortgage Loan as of such date, (x) be an FHA Mortgage Loan if the
          Deleted Mortgage Loan was an FHA Mortgage Loan and be a VA Mortgage Loan
          if the
          Deleted Mortgage Loan was a VA Mortgage Loan, (xi) not be more than 29
          days
          delinquent in payment unless the Deleted Mortgage Loan is delinquent in
          payment,
          and then only to the extent that the Deleted Mortgage Loan is delinquent
          and
          (xii) conform to each representation and warranty set forth in Section
          6 of the
          Purchase Agreement applicable to the Deleted Mortgage Loan. In the event
          that
          one or more mortgage loans are substituted for one or more Deleted Mortgage
          Loans, the amounts described in clause (i) hereof shall be determined on
          the
          basis of aggregate principal balances, the Mortgage Rates described in
          clause
          (ii) hereof shall be determined on the basis of weighted average Mortgage
          Rates,
          the terms described in clause (vii) hereof shall be determined on the basis
          of
          weighted average remaining term to maturity, the Loan-to-Value Ratios (or
          Combined Loan-to-Value Ratios, as applicable) described in clause (ix)
          hereof
          shall be satisfied as to each such mortgage loan and, except to the extent
          otherwise provided in this sentence, the representations and warranties
          described in clause (x) hereof must be satisfied as to each Qualified Substitute
          Mortgage Loan or in the aggregate, as the case may be.

         

        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        

        Rate
          Protection Agreement:
          Any
          interest rate cap agreement or interest rate swap agreement entered into
          by the
          Issuer, which agreement provides for payment by the applicable Rate Protection
          Provider to the Issuer subject to the conditions provided therein, together
          with
          any schedules or other agreements relating thereto, each attached hereto
          as part
          of Exhibit G (as such may be modified or replaced in connection with the
          sale of
          any Excess Cap Amount).

         

        Rate
          Protection Provider:
          Any
          counterparty to the Issuer required to make payment to the Issuer under
          any Rate
          Protection Agreement.

         

        Rating
          Agency:
          Each of
          [Moody’s, S&P and Fitch].

         

        Ratings
          Requirement:
          With
          respect to the Rate Protection Provider, (i) a long-term senior unsecured
          debt
          rating or credit rating of at least “A1” by Moody’s and a short-term credit
          rating of “P-1” by Moody’s and (ii) a long-term senior unsecured debt rating or
          credit rating of at least “A+” by Standard & Poor’s and a short-term senior
          unsecured debt rating or issuer credit rating of at least “A-1” by Standard
& Poor’s.

         

        Readjustment
          Act:
          The
          Serviceman’s Readjustment Act of 1944, as amended.

         

        Real
          Estate:
          All
          Loan Collateral whose perfection is governed by state real estate statutes
          or
          other state real estate law.

         

        Realized
          Loss:
          An
          amount determined by the applicable Servicer and evidenced by an Officer’s
          Certificate of such Servicer delivered to the Master Servicer pursuant
          to the
          applicable Servicing Agreement, in connection with any Mortgage Loan equal
          to
          (a) with respect to any Liquidated Mortgage Loan (other than a Liquidated
          Mortgage Loan with respect to which a Deficient Valuation has occurred),
          the
          excess of the Principal Balance of such Liquidated Mortgage Loan plus interest
          thereon at a rate equal to the sum of the applicable Mortgage Rate less
          the
          Servicing Fee Rate from the Due Date as to which interest was last paid
          up to
          the Due Date next succeeding such liquidation over proceeds, if any, received
          in
          connection with such liquidation, after application of all withdrawals
          permitted
          to be made by the related Servicer or the Master Servicer from the related
          Custodial Account or the Collection Account with respect to such Mortgage
          Loan,
          or (b) with respect to any Mortgage Loan which has become the subject of
          a
          Deficient Valuation, the excess of the Principal Balance of the Mortgage
          Loan
          over the principal amount as reduced in connection with the proceedings
          resulting in the Deficient Valuation.

         

        Recognition
          Agreement:
          With
          respect to any Cooperative Loan, an agreement between the related Cooperative
          Corporation and the originator of such Mortgage Loan to establish the rights
          of
          such originator in the related Cooperative Property.

         

        Record
          Date:
          With
          respect to any Payment Date (i) in the case of the [Class [   ]
          Notes and the] Certificates, the close of business on the last Business
          Day of
          the calendar month immediately preceding the calendar month in which such
          Payment Date occurs or, in the case of the first Payment Date, the Closing
          Date
          and (ii) in the case of the
          [          ] Notes, the
          Business Day immediately preceding such Payment Date.

         

        
          
            
            

          

          
            26

            
              

            

          

          
            
            

          

        

        Records:
          All
          documents, books, records and other information (including, without limitation,
          computer programs, tapes, disks, punch cards, data processing software
          and
          related property and rights) prepared and maintained by the Servicers and
          the
          Master Servicer or by or on behalf of the Seller with respect to the Mortgage
          Loans and the related Mortgagors.

         

        Redemption
          Date:
          Shall
          have the meaning assigned thereto in the Indenture.

         

        Redemption
          Price:
          Shall
          have the meaning assigned thereto in the Indenture.

         

        Regulation
          AB:
          Regulation AB promulgated under the Securities Act and the Exchange Act,
          as the
          same may be amended from time to time; and all references to any rule,
          item,
          section or subsection of, or definition or term contained in, Regulation
          AB mean
          such rule, item, section, subsection, definition or term, as the case may
          be, or
          any successor thereto, in each case as the same may be amended from time
          to
          time.

         

        Regulations:
          FHA
          Regulations or VA Regulations, as the case may be.

         

        Relevant
          UCC:
          The
          Uniform Commercial Code as in effect in the applicable
          jurisdiction.

         

        REO
          Imputed Payment:
          As to
          any REO Property, for any calendar month during which such REO Property
          was at
          any time part of the Trust Assets, an amount equal to the scheduled Monthly
          Payment that would have been due on the related Mortgage Loan were such
          Mortgage
          Loan still outstanding, after giving effect to any adjustment of the Mortgage
          Rate, if applicable. 

         

        REO
          Property:
          Loan
          Collateral acquired by the Master Servicer or any Servicer on behalf of
          the
          Trust through foreclosure or deed-in-lieu of foreclosure or otherwise in
          connection with a defaulted Mortgage Loan.

         

        Request
          For Release:
          The
          form set forth as Exhibit E hereto.

         

        Required
          Securityholders:
          Holders
          who hold Securities evidencing not less than 51% of the aggregate Voting
          Rights
          of the Securities; provided,
          however,
          that
          for purposes of Section 10.05(b), such percentage shall be increased to
          66-2/3%.

         

        Residual
          Interest Certificate:
          Any
          residual interest certificate evidencing the ownership interest in the
          Trust,
          substantially in the form attached as part of Exhibit A of the Trust
          Agreement.

         

        Responsible
          Officer:
          Any
          Vice President, any Assistant Vice President, any Assistant Secretary,
          any
          Assistant Treasurer, any Corporate Trust officer or any other officer of
          the
          Indenture Trustee customarily performing functions similar to those performed
          by
          any of the above-designated officers and also, with respect to a particular
          matter, any other officer to whom such matter is referred because of such
          officer’s knowledge of and familiarity with the particular subject.

         

        [Revolving
          Account:
          The
          revolving account maintained by the Trustee in which Revolving Deposits
          are
          deposited by the Trustee to be used to acquire Additional Mortgage Loans
          during
          the Revolving Period.]

         

        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

        

        [Revolving
          Amount:
          With
          respect to each Payment Date during the Revolving Period, the total amount
          of
          Revolving Deposits deposited in the Revolving Account on such Payment
          Date.]

         

        Revolving
          Assignment Agreement:
          The
          Assignment and Relinquishment of Security Interest Agreement dated as of
          [ ] 1,
          20[ ], by and among the Revolving Trust, BFPT II and the Indenture Trustee,
          as
          such may be amended or supplemented from time to time.

         

        [Revolving
          Deposits:
          With
          respect to any Payment Date during the Revolving Period, all payments that
          would
          otherwise be made to Certificateholders in respect of principal [and excess
          interest] that is deposited in the Revolving Account on such Payment
          Date.]

         

        Revolving
          Purchase Agreement:
          The
          Mortgage Loan Purchase Agreement dated as of [ ] 1, 20[ ], by and between
          the
          Seller and BFPT II, providing for the transfer of certain mortgage loans
          (including the [ ] Re-sold Mortgage Loans) to BFPT II.

         

        Revolving
          Trust:
          Bayview
          Financial Revolving Asset Trust [ ].

         

        [Revolving
          Account:
          The
          revolving account maintained by the Trustee in which Revolving Deposits
          are
          deposited by the Trustee to be used to acquire Additional Mortgage Loans
          during
          the Revolving Period.]

         

        [Revolving
          Amount:
          With
          respect to each Payment Date during the Revolving Period, the total amount
          of
          Revolving Deposits deposited in the Revolving Account on such Payment
          Date.]

         

        Revolving
          Assignment Agreement:
          The
          Assignment and Relinquishment of Security Interest Agreement dated as of
          [ ] 1,
          20[ ], by and among the Revolving Trust, BFPT II and the Indenture Trustee,
          as
          such may be amended or supplemented from time to time.

         

        [Revolving
          Deposits:
          With
          respect to any Payment Date during the Revolving Period, all payments that
          would
          otherwise be made to Securityholders in respect of principal [and excess
          interest] that is deposited in the Revolving Account on such Payment
          Date.]

         

        Revolving
          Purchase Agreement:
          The
          Mortgage Loan Purchase Agreement dated as of [ ] 1, 20[ ], by and between
          the
          Seller and BFPT II, providing for the transfer of certain mortgage loans
          (including the [ ] Re-sold Mortgage Loans) to BFPT II.

         

        Revolving
          Trust:
          Bayview
          Financial Revolving Asset Trust [ ].

         

        S&P:
          Standard and Poor’s Ratings Services, a division of The McGraw-Hill Companies,
          Inc., or any successor thereto.

         

        SEC
          Rules:
          Any
          rules promulgated by the Commission, and any interpretations thereof by
          the
          staff of the Commission.

         

        Securities
          Act:
          The
          Securities Act of 1933, as amended.

         

        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

        

        Securities
          Intermediary:
          The
          Person acting as Securities Intermediary under this Agreement (which is
          [          ]), its successor
          in interest, and any successor Securities Intermediary appointed pursuant
          to
          Section 6.02(c).

         

        Securities
          Transfer Agreement:
          [to be
          provided or omitted, as applicable].

         

        Security:
          Any
          Note or Certificate.

         

        Security
          Agreement:
          With
          respect to any Cooperative Loan, the agreement between the owner of the
          related
          Cooperative Shares and the originator of the related Mortgage Loan that
          defines
          the terms of the security interest in such Cooperative Shares and the related
          Proprietary Lease.

         

        Security
          Entitlement:
          The
          meaning specified in Section 8-102(a)(17) of the New York UCC.

         

        Security
          Owner
          or
Owner:
          With
          respect to a Book-Entry Security, the Person who is the beneficial owner
          of such
          Security as reflected on the books and records of the Depository or on
          the books
          of a Direct Participant or on the books of an Indirect Participant for
          which a
          Direct Participant acts as agent.

         

        Securityholder
          or
Holder:
          The
          Person in whose name a Security is registered in the Note Register or the
          Certificate Register, as applicable.

         

        Seller:
          [          ], as seller under
          the Purchase Agreement.

         

        Seller
          Amount:
          With
          respect to any Mortgage Loan listed on Schedule I-B that has become a Liquidated
          Mortgage Loan, the amount, if any, by which (i) Liquidation Proceeds received
          with respect to such Mortgage Loan exceed (ii) the sum, without duplication,
          of
          (a) the Principal Balance, (b) the principal portion of any delinquent
          Monthly
          Payment not advanced, (c) interest accrued since the Cut-off Date and neither
          paid nor advanced, (d) any outstanding Servicing Advances and (e) any
          Liquidation Expenses, in each case with respect to such Mortgage
          Loan.

         

        Senior
          Security:
          Any
          Class [   ] Note.

         

        Servicer:
          Any
          Person with which the Seller or the Issuer has entered into a Servicing
          Agreement. The initial Servicers shall be
          [          ].

         

        Servicer
          Remittance Date:
          As
          defined in the applicable Servicing Agreement.

         

        Servicing
          Advance:
          The
          reasonable “out-of-pocket” costs and expenses incurred by the Servicers or the
          Master Servicer in connection with a default, delinquency or other unanticipated
          event in the performance of their respective servicing obligations or master
          servicing obligations, including, but not limited to, the cost of (i) the
          preservation, restoration and protection of a Mortgaged Property, (ii)
          any
          enforcement or judicial proceedings, including foreclosures, in respect
          of a
          particular Mortgage Loan, (iii) the management (including reasonable fees
          in
          connection therewith) and liquidation of any REO Property. Servicing Fees
          and
          Master Servicing Fees, to the extent not paid when due, shall be deemed,
          and
          shall be reimbursable as, a Servicing Advance.

         

        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

        

        Servicing
          Agreement:
          Any
          written contract for the servicing of the Mortgage Loans to which the Issuer
          is
          either a party or a third party beneficiary. A list of the Servicing Agreements
          (including servicing acknowledgement agreements) with respect to the Servicers
          as of the Closing Date is attached hereto as Exhibit H.

         

        Servicing
          Criteria:
          The
“servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be
          amended from time to time.

         

        Servicing
          Fee:
          With
          respect to each Payment Date and each Mortgage Loan, the product of the
          applicable per annum Servicing Fee Rate and the Principal Balance of such
          Mortgage Loan immediately preceding the applicable Servicer Remittance
          Date.

         

        Servicing
          Fee Rate:
          With
          respect to each Mortgage Loan, the per annum rate specified in the related
          Servicing Agreement and the Mortgage Loan Schedule. In the event that servicing
          is transferred to a successor Servicer, the Servicing Fee Rate may be increased
          or decreased, but in no event shall the Servicing Fee Rate be greater than
          75
          basis points (0.75%) per annum.

         

        Servicing
          Officer:
          Any
          officer or employee of the Servicer or Master Servicer involved in, or
          responsible for, the administration and servicing or master servicing,
          respectively, of Mortgage Loans whose name appears on a list of servicing
          officers attached to Officer’s Certificates furnished to the Master Servicer and
          the Indenture Trustee, respectively, as such lists may be amended from
          time to
          time.

         

        Servicing
          Rights Owner:
          The
          owner of the servicing rights under any Servicing Agreement.

         

        Servicing
          Standard:
          Shall
          have the meaning assigned thereto in each Servicing Agreement.

         

        Simple
          Interest Mortgage Loans:
          The
          Mortgage Loans listed in Schedule I-C attached hereto.

         

        [Stepdown
          Date:
          The
          later to occur of (a) the Payment Date in
          [          ] and (b) the first
          Payment Date on which the Asset Balance is equal to or less than
          [   ]% of the Cut-off Date Asset Balance.]

         

        Subcontractor:
          Any
          vendor, subcontractor or other Person that is not responsible for the overall
          servicing (as “servicing” is commonly understood by participants in the
          mortgage-backed securities market) of Mortgage Loans but performs one or
          more
          discrete functions identified in Item 1122(d) of Regulation AB with respect
          to
          Mortgage Loans under the direction or authority of the Servicer or a
          Subservicer.

         

        Subordinate
          Security:
          Any
          Security other than a Senior Security.

         

        
          
            
            

          

          
            30

            
              

            

          

          
            
            

          

        

        [Subsequent
          Cut-off Date:
          The
          date specified as the Cut-off Date with respect to a [Subsequent Mortgage
          Loan]
          [Additional Mortgage Loan] in the related Transfer Supplement, which shall
          be no
          later than [ ].]

         

        [Subsequent
          Mortgage Loan:
          A
          Mortgage Loan that is conveyed as of the Transfer Date to the Trust by
          the
          Depositor pursuant to a Transfer Supplement to the Purchase Agreement,
          which
          Mortgage Loan shall be identified in such Transfer Supplement as a Subsequent
          Mortgage Loan and added by the Depositor to the Mortgage Loan
          Schedule.]

         

        Subsequent
          Recoveries:
          With
          respect to any Mortgage Loan, any collection or other recovery of amounts
          owed
          thereunder after such Mortgage Loan becomes a Liquidated Mortgage
          Loan.

         

        Subservicer:
          Any
          Person that services Mortgage Loans on behalf of the Servicer or any
          Subservicer, performing the substantial majority of the material functions
          required to be performed by the Servicer under this Agreement that are
          identified in Item 1122(d) of Regulation AB.

         

        Subservicing
          Agreement:
          Any
          written contract for the subservicing of the Mortgage Loans between a Servicer
          and a Subservicer. A list of the Subservicing Agreements with respect to
          the
          Subservicers as of the Closing Date is attached hereto as Exhibit
          H.

         

        Substitution
          Amount:
          As
          defined in Section 2.03(d).

         

        Successor
          Master Servicer:
          Any
          successor to the Master Servicer. 

         

        Swap
          Agreement:
          Any
          interest rate swap agreement or interest rate floor agreement entered into
          by
          the Issuer, which agreement provides for payment by the Issuer to the applicable
          Counterparty subject to the conditions provided therein, together with
          any
          schedules or other agreements relating thereto, each attached hereto as
          part of
          Exhibit F.

         

        Swap
          Condition:
          The
          Swap Condition shall be met with respect to any Payment Date and any Swap
          Agreement if the Counterparty under such Swap Agreement is not the Seller,
          the
          Depositor or any Affiliate thereof, and either (i) neither the Seller nor
          the Depositor nor any Affiliate has been the Counterparty under such Swap
          Agreement at any time or (ii) on the first Payment Date on which the
          Counterparty is no longer the Seller, the Depositor or any Affiliate thereof,
          all Classes of the Notes are rated at least “BBB-” or the equivalent by each
          Rating Agency.

         

        Swap
          Payment Amount:
          With
          respect to any Payment Date, the amount (other than any Swap Termination
          Payment), if any, payable by the Issuer to the Counterparty under each
          Swap
          Agreement.

         

        Swap
          Termination Payment:
          Any
          amount payable by the Issuer to a Counterparty under the terms of a Swap
          Agreement upon termination thereof due to the occurrence of an Event of
          Default
          or a Termination Event, each as defined therein.

         

        
          
            
            

          

          
            31

            
              

            

          

          
            
            

          

        

        [Targeted
          Overcollateralization Amount:
          With
          respect to any Payment Date (i) prior to the Stepdown Date and with respect
          to
          any Payment Date thereafter as to which the Credit Tests are not satisfied,
          the
          product of [   ]% and the Cut-off Date Asset Balance and (ii) on
          and after the Stepdown Date and with respect to any Payment Date thereafter
          as
          to which the Credit Tests are satisfied, the lesser of (a) the product
          of
          [   ]% and the Cut-off Date Asset Balance and (b) the product of
          [   ]% and the Asset Balance for such Payment Date, but in no
          event less than $[   ].]

         

        Tax
          or
Taxes:
          All
          taxes, charges, fees, levies or other assessments, including, without
          limitation, income, gross receipts, profits, withholding, excise, property,
          sales, use, occupation and franchise taxes (including, in each such case,
          any
          interest, penalties or additions attributable to or imposed on or with
          respect
          to any such taxes, charges, fees or other assessments) imposed by the United
          States, any state or political subdivision thereof, any foreign government
          or
          any other jurisdiction or taxing authority.

         

        Termination
          Date:
          As
          defined in Section 10.01.

         

        Termination
          Price:
          As
          defined in Section 10.02.

         

        [Three
          Month Average 90-Day Delinquency Rate:
          With
          respect to any Payment Date, the average of the 90-Day Delinquency Rates
          for
          each of the three (or one and two, in the case of the first and second
          Payment
          Dates) immediately preceding Due Periods.] 

         

        Total
          Distribution Amount:
          With
          respect to any Payment Date, the sum (without duplication) of the Interest
          Remittance Amount and the Principal Remittance Amount for such
          date.

         

        [Transfer
          Date:
          Any
          date during the [Pre-Funding Period] [Revolving Period] on which [Subsequent
          Mortgage Loans] [Additional Mortgage Loans] are conveyed by the Depositor
          to the
          Trustee pursuant to Section 2.01(a), as specified in the applicable Transfer
          Supplement.

         

        [Transfer
          Price:
          With
          respect to any [Subsequent Mortgage Loan] [Additional Mortgage Loan], the
          price
          specified in the Transfer Supplement which shall be no less than the outstanding
          principal balance of such [Subsequent Mortgage Loan] [Additional Mortgage
          Loan]
          as of the Subsequent Cut-off Date specified in the Transfer
          Supplement.]

         

        [Transfer
          Supplement:
          With
          respect to each sale of [Subsequent Mortgage Loans] [Additional Mortgage
          Loans]
          from the Seller to the Depositor pursuant to the Purchase Agreement, the
          transfer supplement entered into between the Seller and the Depositor,
          substantially in the form of Exhibit [ ] to the Purchase Agreement.

         

        Trust:
          The
          Issuer.

         

        Trust
          Account:
          As
          defined in Section 6.02(b).

         

        Trust
          Account Property:
          The
          Trust Accounts, the Certificate Distribution Account, all amounts and
          investments held from time to time in the Trust Accounts and the Certificate
          Distribution Account (whether in the form of deposit accounts, physical
          property, book-entry securities, uncertificated securities, securities
          entitlements, investment property or otherwise) and all proceeds of the
          foregoing.

         

        
          
            
            

          

          
            32

            
              

            

          

          
            
            

          

        

        Trust
          Agreement:
          The
          trust agreement dated as of
          [          ], between the
          Depositor and the Owner Trustee, as such may be amended or supplemented
          from
          time to time.

         

        Trust
          Assets:
          The
          assets subject to this Agreement and the Indenture, transferred by the
          Depositor
          to the Issuer and pledged by the Issuer to the Indenture Trustee, which
          assets
          consist of all accounts, accounts receivable, contract rights, general
          intangibles, chattel paper, instruments, documents, money, deposit accounts,
          certificates of deposit, goods, notes, drafts, letters of credit, advices
          of
          credit, investment property, uncertificated securities and rights to payment
          of
          any and every kind consisting of, arising from or relating to any of the
          following: (a) the Trust Receipts, (b) the Mortgage Loans, other than the
          related servicing rights, listed in the Mortgage Loan Schedule attached
          hereto
          as Schedule I (and subdivided into Schedule I-A, Schedule I-B, Schedule
          I-C,
          Schedule I-E, Schedule I-F, Schedule I-G, Schedule I-H, Schedule I-I and
          Schedule I-J), including all interest (but not including any prepayment
          premiums
          or penalties or yield maintenance payments except for prepayment premiums
          or
          penalties received or receivable by the Depositor on or with respect to
          the
          Mortgage Loans listed on Schedule I-E hereto), and principal due and payable
          after the Cut-off Date, but not including interest and principal due and
          payable
          on any Mortgage Loans on or before the Cut-off Date, together with the
          Mortgage
          Files relating to such Mortgage Loans and all rights of the Depositor in
          the
          Loan Collateral, (c) any Insurance Proceeds, REO Property, Liquidation
          Proceeds
          and other recoveries (in each case, subject to clause (b) above), (d) the
          Collection Account, the Note Distribution Account and all amounts deposited
          therein pursuant to the applicable provisions of this Agreement, (e) any
          Insurance Policies, (f) any Eligible Investments held or amounts on deposit
          in
          any Trust Account, (g) the Underlying Securities, including, without limitation,
          the right to all distributions of principal and interest received
          on or with respect to the Underlying Securities, (h) the Rate Protection
          Agreements and all payments thereunder, (i) the rights of the Depositor
          under
          the Purchase Agreement, the Securities Transfer Agreement and each Servicing
          Agreement, (j) the rights of the Issuer under each Servicing Agreement,
          (k) all
          Holdback Amounts on deposit in custodial accounts established by
          [       ] for the benefit of the Issuer and
          (m) all income, revenues, issues, products, revisions, substitutions,
          replacements, profits, rents and all cash and non-cash proceeds of the
          foregoing.

         

        Trust
          Receipt:
          Each
          trust receipt issued by the Custodian pursuant to the Custody Agreement,
          evidencing the entire beneficial ownership interest in the related Mortgage
          Loans.

         

        Underlying
          Agreement:
          [to be
          provided or omitted, as applicable].

         

        Underlying
          Payment Date:
          [to be
          provided or omitted, as applicable].

         

        Underlying
          Payment Date Statement:
          [to be
          provided or omitted, as applicable].

         

        Underlying
          Loans:
          [to be
          provided or omitted, as applicable].

         

        Underlying
          Securities:
          [to be
          provided or omitted, as applicable].

         

        Underlying
          Securities Balance:
          $[   ].

         

        
          
            
            

          

          
            33

            
              

            

          

          
            
            

          

        

        Underlying
          Servicing Fee Rate:
          [to be
          provided or omitted, as applicable].

         

        Underlying
          Trust Fund:
          [to be
          provided or omitted, as applicable].

         

        Underlying
          Trustee:
          [to be
          provided or omitted, as applicable].

         

        Underwriter:
          [   ].

         

        U.S.
          Person:
          A
          person who is a “United States person” within the meaning of Section 7701(a)(30)
          of the Code.

         

        VA:
          The
          U.S. Department of Veterans Affairs.

         

        VA
          Guaranty:
          A
          guaranty granted by the VA with respect to any Mortgage Loan.

         

        VA
          Loan Guaranty Certificate:
          With
          respect to each Mortgage Loan with a VA Guaranty, the loan guaranty certificate
          evidencing such guaranty.

         

        VA
          Mortgage Loan:
          At any
          time, any Mortgage Loan that is subject to a VA Guaranty and eligible for
          reimbursement thereunder.

         

        VA
          Regulations:
          Regulations promulgated by the VA pursuant to the Readjustment Act, codified
          in
          38 Code of Federal Regulations, and other VA issuances relating to mortgage
          loans guaranteed by the VA, including, without limitation, related handbooks,
          circulars, notices and mortgage letters.

         

        Voting
          Rights:
          The
          portion of the aggregate voting rights of all the Securities evidenced
          by a
          Security. [   ]% of all voting rights under the Transfer and
          Servicing Agreement shall be allocated among all holders of the Notes,
          in
          proportion to their then outstanding Class Principal Balances;
          [   ]% of all voting rights shall be allocated among the holders
          of the Class [   ] Certificates; and [   ]% of all
          voting rights shall be allocated to the holders of the Residual Interest
          Certificates. 

         

        Yield
          Maintenance Amount:
          [to be
          provided]. The Yield Maintenance Amount is applicable only upon an optional
          termination of the Trust pursuant to Section 10.02.

         

        Section
          1.02. Provisions
          of General Application.

         

        For
          all
          purposes of this Agreement, except as otherwise expressly provided or unless
          the
          context otherwise requires:

         

        (a) All
          accounting terms not specifically defined herein shall be construed in
          accordance with GAAP.

         

        (b) All
          terms
          used in Article 8 and Article 9 of the New York UCC, and not specifically
          defined herein, are used herein as defined in such Article.

         

        (c) The
          terms
          defined in this Article include the plural as well as the singular.

         

        
          
            
            

          

          
            34

            
              

            

          

          
            
            

          

        

        (d) The
          words
“herein,” “hereof” and “hereunder” and other words of similar import refer to
          this Agreement as a whole. All references to Articles and Sections shall
          be
          deemed to refer to Articles and Sections of this Agreement.

         

        (e) References
          to statutes are to be construed as including all statutory provisions
          consolidating, amending or replacing the statute to which reference is
          made and
          all regulations (including, when consistent with market practice, proposed
          regulations) promulgated pursuant to such statutes.

         

        (f) Except
          with respect to accrued interest on the LIBOR Notes or as otherwise specified
          herein, all per annum percentage rate calculations hereunder shall be based
          upon
          a 360-day year consisting of twelve 30-day months.

         

         

        ARTICLE
          II

         

        TRANSFER
          OF TRUST ASSETS

         

        Section
          2.01. Conveyance
          of Loan Assets.

         

        (a)
          [Initial
          Mortgage Loans.]
          On the
          Closing Date, the Depositor, in exchange for the delivery to the Depositor
          or
          its designee(s) of the Securities, registered in such names as the Depositor
          shall designate, concurrently with the execution and delivery of this Agreement
          and on the terms set forth herein does hereby grant, transfer, assign,
          set over
          and otherwise convey to the Issuer, without recourse (except to the extent
          specified herein), all right, title and interest of the Depositor in, to
          and
          under the Trust Assets. 

         

        [[Subsequent
          Mortgage Loans] [Additional Mortgage Loans].
          On each
          Transfer Date occurring during the [Pre-Funding Period] [Revolving Period],
          provided that each condition set forth in this Section 2.01(a) is satisfied,
          the
          Depositor shall convey to the Issuer, and the Issuer shall purchase pursuant
          to
          this Section 2.01(a), all [Subsequent Mortgage Loans] [Additional Mortgage
          Loans] which satisfy the criteria set forth in this Section 2.01(a) then
          offered
          for sale by the Depositor; provided,
          however,
          that
          the related aggregate Transfer Price shall not exceed the [Pre-Funding
          Amount]
          [Revolving Amount].

         

        Subject
          to the conditions set forth in this Section 2.01(a), in consideration of
          the
          Administrator’s delivery on the related Transfer Date to the Depositor or its
          designee, or upon the order of the Depositor, of the Transfer Price for
          the
          related [Subsequent Mortgage Loans] [Additional Mortgage Loans] from amounts
          on
          deposit in the related [Pre-Funding Account] [Revolving Amount], the Depositor
          shall, on each Transfer Date, sell, transfer, assign, set over and otherwise
          convey to the Issuer, without recourse, but subject to the other terms
          and
          provisions of this Agreement, all of the right, title and interest of the
          Depositor in and to each [Subsequent Mortgage Loan] [Additional Mortgage
          Loan]
          (including all interest and principal thereon received after the related
          Subsequent Cut-off Date specified in the Transfer Supplement) identified
          in the
          Addition Notice delivered by the Depositor on such Transfer Date and all
          items
          in the related Mortgage File. In connection therewith, the Depositor shall
          amend
          the Mortgage Loan Schedule to reflect the inclusion of such [Subsequent
          Mortgage
          Loan] [Additional Mortgage Loan] in the Mortgage Pool as part of the assets
          of
          the Trust Estate. The Depositor shall promptly deliver to the Indenture
          Trustee,
          the Custodian, the Administrator and the Master Servicer a copy of the
          Mortgage
          Loan Schedule as so amended. 

         

        
          
            
            

          

          
            35

            
              

            

          

          
            
            

          

        

        Concurrently
          with the execution and delivery of each Transfer Supplement, the Depositor
          does
          hereby assign to the Issuer all of its rights and interest under the Sale
          Agreement with respect to the [Subsequent Mortgage Loans] [Additional Mortgage
          Loans] added to the Sale Agreement pursuant to such Transfer Supplement,
          but
          only to the extent assigned under the Sale Agreement. The Issuer hereby
          accepts
          such assignment, and shall be entitled to exercise all the rights of the
          Depositor under the Purchase Agreement as amended by the related Transfer
          Supplement as if, for such purpose, it were the Depositor.

         

        The
          Depositor shall on any Transfer Date transfer to the Issuer the applicable
          [Subsequent Mortgage Loans] [Additional Mortgage Loans] and the other property
          and rights related thereto described in the immediately preceding paragraph,
          as
          applicable, and the Issuer shall purchase such [Subsequent Mortgage Loans]
          [Additional Mortgage Loans], property and rights only upon the satisfaction
          of
          each of the following conditions on or prior to the related Transfer
          Date:

         

        
          
            	 	
                    (i)

                  	
                    [                               
                      ];

                  
	 	
                    (ii)

                  	
                    [                               
                      ]; and

                  
	 	
                    (iii)

                  	
                    [                               
                      ].

                  


          

           

        

        [To
          be
          added for each transaction with Subsequent Mortgage Loans or Additional
          Mortgage
          Loans]

         

        (b)
          In
          connection with such transfer and assignment, the Depositor does hereby
          also
          irrevocably transfer, assign, set over and otherwise convey to the Issuer
          all of
          the Depositor’s rights, but none of its obligations, under the Purchase
          Agreement (other than its rights to indemnification thereunder), the Securities
          Transfer Agreement and the Servicing Agreements. The Issuer hereby accepts
          such
          transfer and assignment of rights under such agreements, and, subject to
          the
          provisions hereof and of the Indenture, shall be entitled to exercise all
          of the
          rights of the Depositor under such agreements as if, for such purpose,
          it were
          the Depositor.

         

        In
          connection with such transfer and assignment, the Depositor does hereby
          deliver
          to, and deposit with, the Custodian on behalf of the Indenture Trustee,
          as
          pledgee of the Issuer, the following documents or instruments with respect
          to
          each Mortgage Loan (a “Mortgage File”) so transferred and assigned:

         

        (iv) (A)
          the
          original Mortgage Note, endorsed in the following form: “Pay to the order of
          [          ], as Indenture
          Trustee for Bayview Financial
          [          ] Trust
          [          ], without
          recourse,” or in blank, with all prior and intervening endorsements showing a
          complete chain of endorsement from the originator to the Person so endorsing
          to
          the Indenture Trustee or (B) an original or copy of the installment sale
          contract for the purchase of the related Mortgaged Property;

         

        
          
            
            

          

          
            36

            
              

            

          

          
            
            

          

        

        (v) with
          respect to each Mortgage Loan, (A) the original Mortgage or copy of the
          Mortgage
          with evidence of recording thereon, and (B) the original or a copy of recorded
          power of attorney, if the Mortgage was executed pursuant to a power of
          attorney,
          with evidence of recording thereon;

         

        (vi) with
          respect to each Non-MERS Mortgage Loan,
          an
          original Assignment of the Mortgage executed in the following form:
“[          ], as Indenture
          Trustee,” or in blank;

         

        (vii) the
          original recorded Assignment or Assignments of the Mortgage and originals
          or
          copies of all intervening assignments showing a complete chain of assignment
          from the originator (or, if applicable, from the U.S. Department of Housing
          and
          Urban Development) to the Person assigning the Mortgage to the Indenture
          Trustee
          as contemplated by the immediately preceding clause (iii), or, in the case
          of a
          Cooperative Loan, an original Assignment of the Security Agreement;

         

        (viii) the
          original or copies of each assumption, modification, written assurance
          or
          substitution agreement, if any;

         

        (ix) with
          respect to each Mortgage Loan other than a Cooperative Loan, the original
          or a
          copy of lender’s title insurance policy or attorney’s opinion of title or a copy
          thereof certified as true and correct by the applicable insurer, together
          with
          all endorsements or riders that were issued with or subsequent to the issuance
          of such policy, insuring the priority of the Mortgage as a first lien or
          junior
          lien, as applicable, on the Mortgaged Property represented therein as a
          fee
          interest vested in the Mortgagor, or in the event such original title policy
          is
          unavailable, a written commitment or uniform binder or preliminary report
          of
          title issued by the title insurance or escrow company or a copy thereof
          certified by the title company, with the original policy of title insurance
          to
          be delivered within one year of the Closing Date;

         

        (x) with
          respect to any Cooperative Loan, the following documents: the Security
          Agreement; a stock certificate evidencing the Cooperative Shares and related
          stock power; Proprietary Lease; and Recognition Agreement;

         

        (xi) with
          respect to each Mortgage Loan insured by the FHA, the original Mortgage
          Loan
          Certificate, and as to each Mortgage Loan guaranteed by the VA, the original
          VA
          Loan Guaranty Certificate, or in each case a “duplicate original” thereof in
          accordance with applicable Regulations; and 

         

        (xii) if
          any
          assignment of leases is separate from the Mortgage, the original or copy
          thereof, together with an executed reassignment of such instrument to the
          Indenture Trustee.

         

        The
          Depositor shall promptly (and in no event later than 30 Business Days following
          the Closing Date) submit or cause to be submitted for recording in the
          name of
          the Indenture Trustee, at the Depositor’s own expense, in the appropriate public
          office, each Assignment referred to in Section 2.01(b)(iii) above. In the
          event
          that any such Assignment is lost or returned unrecorded because of a defect
          therein, the Depositor shall promptly prepare or cause to be prepared a
          substitute Assignment or cure or cause to be cured such defect, as the
          case may
          be, and thereafter cause each such Assignment to be duly recorded.

         

        
          
            
            

          

          
            37

            
              

            

          

          
            
            

          

        

        With
          respect to each MERS Mortgage Loan, the Indenture Trustee, at the expense
          of the
          Depositor and at the direction and with the cooperation of the applicable
          Servicer, shall cause to be taken such actions as are necessary to cause
          the
          Indenture Trustee to be clearly identified as the owner of each such Mortgage
          Loan on the records of MERS for purposes of the system of recording transfers
          of
          beneficial ownership of mortgages maintained by MERS. With respect to each
          Non-MERS Mortgage Loan, the Depositor shall promptly (and in no event later
          than
          30 Business Days following the Closing Date) submit or cause to be submitted
          for
          recording in the name of the Indenture Trustee at the Depositor’s own expense,
          in the appropriate public office, each Assignment referred to in Section
          2.01(b)(iii) above. In the event that any such Assignment is lost or returned
          unrecorded because of a defect therein, the Depositor shall promptly prepare
          or
          cause to be prepared a substitute Assignment or cure or cause to be cured
          such
          defect, as the case may be, and thereafter cause each such Assignment to
          be duly
          recorded. 

         

        In
          connection with the assignment of any MERS Mortgage Loan, the Depositor
          further
          agrees that it will cause, at the Depositor’s expense, within 30 Business Days
          after the Closing Date, the MERS system to indicate that such Mortgage
          Loans
          have been assigned by the Depositor to the Indenture Trustee in accordance
          with
          this Agreement for the benefit of the Noteholders by including (or deleting,
          in
          the case of Mortgage Loans that are repurchased in accordance with this
          Agreement) in such computer files (a) the code in the field that identifies
          the
          Indenture Trustee and (b) the code in the field “Pool Field” which identifies
          the series of the Notes issued. The Depositor further agrees that, within
          30
          Business Days after the Closing Date, it will provide evidence satisfactory
          to
          the Indenture Trustee that the requirements set forth in the immediately
          preceding sentence have been complied with and that it will not permit
          the
          Master Servicer to, and the Master Servicer agrees that it will not, alter
          the
          codes referenced in this paragraph with respect to any Mortgage Loan during
          the
          term of this Agreement unless and until such Mortgage Loan is repurchased
          in
          accordance with the terms of this Agreement.

         

        If
          any
          original Mortgage Note referred to in Section 2.01(b)(i)(A) cannot be located,
          the obligation of the Depositor to deliver such documents shall be deemed
          to be
          satisfied upon delivery to the Indenture Trustee or the Custodian of an
          original
          affidavit certifying that the original Mortgage Note has been lost, misplaced
          or
          destroyed. If any of the documents referred to in Sections 2.01(b)(i)(B)
          or
          Section 2.01(b)(iii) above has as of the Closing Date [(or, in the case
          of
          [Subsequent Mortgage Loans] [Additional Mortgage Loans], the Transfer Date)]
          been submitted for recording but either (x) has not been returned from
          the
          applicable public recording office or (y) has been lost or such public
          recording
          office has retained the original of such document, the obligations of the
          Depositor to deliver such documents shall be deemed to be satisfied upon
          (1)
          delivery to the Indenture Trustee or the Custodian of a copy of each such
          document certified by the Seller in the case of (x) above or the applicable
          public recording office in the case of (y) above to be a true and complete
          copy
          of the original that was submitted for recording and (2) if such copy is
          certified by the Seller, delivery to the Indenture Trustee or the Custodian
          promptly upon receipt thereof of either the original or a copy of such
          document
          certified by the applicable public recording office to be a true and complete
          copy of the original. Notice shall be provided to the Indenture Trustee
          and the
          Rating Agencies by the Seller if delivery pursuant to clause (2) above
          will be
          made more than 180 days after the Closing Date [(or, in the case of [Subsequent
          Mortgage Loans] [Additional Mortgage Loans], the Transfer Date)]. If the
          original lender’s title insurance policy was not delivered pursuant to Section
          2.01(b)(vi) above, the Depositor shall deliver or cause to be delivered
          to the
          Indenture Trustee or the Custodian, promptly after receipt thereof, the
          original
          lender’s title insurance policy. The Depositor shall deliver or cause to be
          delivered to the Indenture Trustee or the Custodian promptly upon receipt
          thereof any other original documents constituting a part of a Mortgage
          File
          received with respect to any Mortgage Loan, including, but not limited
          to, any
          original documents evidencing an assumption or modification of any Mortgage
          Loan.

         

        
          
            
            

          

          
            38

            
              

            

          

          
            
            

          

        

        All
          original documents relating to the Mortgage Loans that are not delivered
          to the
          Indenture Trustee or the Custodian are and shall be held by or on behalf
          of the
          Seller, the Depositor, the Servicers or the Master Servicer, as the case
          may be,
          in trust for the benefit of the Indenture Trustee on behalf of the
          Securityholders. In the event that any such original document is required
          pursuant to the terms of this Section to be a part of a Mortgage File,
          such
          document shall be delivered promptly to the Indenture Trustee or the Custodian.
          Any such original document delivered to or held by the Depositor that is
          not
          required pursuant to the terms of this Section to be a part of a Mortgage
          File,
          shall be delivered promptly to the related Servicer.

         

        In
          connection with the assignment of the Underlying Securities, the Depositor
          shall
          have caused the Underlying Securities to be registered in the name of,
          or
          endorsed to the order of,
          [          ], as Indenture
          Trustee, or in the name of a nominee of the Indenture Trustee, and to be
          delivered or transferred to the Indenture Trustee. The Depositor shall
          cooperate
          with the Indenture Trustee in providing any required transfer documentation
          with
          respect to such conveyance. Any payment received by the Depositor which
          shall be
          due to the Issuer hereunder shall be paid immediately to the Indenture
          Trustee.

         

        In
          addition, the Depositor herewith delivers to the Indenture Trustee an executed
          copy of the Purchase Agreement, the Securities Transfer Agreement, the
          [          ] Assignment
          Agreement, the Diligence Agreement, each Underlying Agreement and the Assignment
          Agreement.

         

        Section
          2.02. Acceptance
          by Owner Trustee and Acknowledgement by Indenture Trustee.

         

        Subject
          to the provisions of Section 2.01, the Owner Trustee, on behalf of the
          Issuer,
          acknowledges receipt of the assets transferred by the Depositor of the
          assets
          included in the Trust Assets and has directed that the documents referred
          to in
          Section 2.01 and all other assets included in the definition of “Trust Assets”
be delivered to the Indenture Trustee (or the Custodian) on its
          behalf.

         

        Subject
          to the provisions of Section 2.01 and subject to the review described below
          and
          any exceptions noted on the exception report described in the next paragraph
          below, the Indenture Trustee acknowledges receipt by it (or by the Custodian
          on
          its behalf) of the documents referred to in Section 2.01 (other than such
          documents described in Section 2.01(b)(v)), the Underlying Securities,
          each Rate
          Protection Agreement and all other assets included in the definition of
“Trust
          Assets,” and declares that it holds and will hold the Underlying Securities,
          such documents and the other documents delivered to it constituting a Mortgage
          File, and that it holds or will hold all such assets and such other assets
          included in the definition of “Trust Assets” from time to time in
          trust
          for the benefit of all present and future Securityholders. 

         

        
          
            
            

          

          
            39

            
              

            

          

          
            
            

          

        

        At
          or
          prior to the Closing Date [(or, in the case of [Subsequent Mortgage Loans]
          [Additional Mortgage Loans], the Transfer Date)], the Indenture Trustee
          or the
          Custodian shall certify in substantially the form attached hereto as Exhibit
          B
          that with respect to each Mortgage Loan listed in the Mortgage Loan Schedule
          (other than any Mortgage Loan specifically identified in the exception
          report
          annexed thereto as not being covered by such certification) the related
          Mortgage
          File contains the documents specified in Exhibit B.

         

        The
          Indenture Trustee agrees, for the benefit of the Securityholders, to review,
          or
          to cause the Custodian to review, each Mortgage File within [   ]
          days after the Closing Date [(or, in the case of [Subsequent Mortgage Loans]
          [Additional Mortgage Loans], the Transfer Date)] (or, with respect to any
          document delivered after the Closing Date [(or, in the case of [Subsequent
          Mortgage Loans] [Additional Mortgage Loans], the Transfer Date)], within
          [   ] days of receipt and with respect to any Qualified
          Substitute Mortgage Loan, within [   ] days after the assignment
          thereof) and to certify, or to cause the Custodian to certify, in substantially
          the form attached hereto as Exhibit C that, as to each Mortgage Loan listed
          in
          the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or
          any
          Mortgage Loan specifically identified in the exception report annexed thereto
          as
          not being covered by such certification), (i) all documents required to
          be
          delivered to it pursuant Section 2.01 of this Agreement are in its possession,
          (ii) such documents have been reviewed by it and have not been mutilated,
          damaged or torn and relate to such Mortgage Loan, and (iii) based on its
          examination and only as to the foregoing, the information set forth in
          the
          Mortgage Loan Schedule that corresponds to items (i) through (iii) of the
          definition of Mortgage Loan Schedule contained herein accurately reflects
          information set forth in the Mortgage File. It is herein acknowledged that,
          in
          conducting such review, neither the Indenture Trustee nor the Custodian
          is under
          any duty or obligation (i) to inspect, review or examine any such documents,
          instruments, certificates or other papers to determine that they are genuine,
          enforceable, or appropriate for the represented purpose or that they have
          actually been recorded or that they are other than what they purport to
          be on
          their face, or (ii) to determine whether any Mortgage File should include
          any of
          the documents specified in clause (v) of Section 2.01. In addition, the
          Indenture Trustee makes no representation or warranty regarding collectibility,
          insurability, effectiveness or suitability of any Mortgage Loan.

         

        Prior
          to
          the first anniversary date of this Agreement, the Indenture Trustee or
          the
          Custodian shall deliver to the Depositor and the Master Servicer a final
          certification in the form annexed hereto as Exhibit D evidencing the
          completeness of the Mortgage Files, with any applicable exceptions noted
          thereon.

         

        If
          in the
          process of reviewing the Mortgage Files and making or preparing, as the
          case may
          be, the certifications referred to above, the Indenture Trustee or the
          Custodian
          finds any document or documents constituting a part of a Mortgage File
          to be
          missing or defective in any material respect, at the conclusion of its
          review
          the Indenture Trustee or the Custodian shall so notify the Depositor. In
          addition, upon the discovery by the Indenture Trustee, the Custodian, the
          Depositor or the Master Servicer (or upon receipt by the Indenture Trustee
          or
          the Custodian of written notification of such breach) of a breach of any
          of the
          representations and warranties made by the Seller in the Purchase Agreement
          in
          respect of any other Mortgage Loan or by the Depositor in this Agreement
          which
          materially adversely affects such Mortgage Loan or the interests of the
          related
          Securityholders in such Mortgage Loan, the party discovering such breach
          shall
          give prompt written notice to the other parties.

         

        
          
            
            

          

          
            40

            
              

            

          

          
            
            

          

        

        Section
          2.03. Repurchase
          or Substitution of Mortgage Loans by the Seller or the Depositor.

         

        (a) Upon
          discovery or receipt of notice of any materially defective document in,
          or that
          a document is missing from, a Mortgage File or of the breach by the Seller
          of
          any representation, warranty or covenant under the Purchase Agreement in
          respect
          of any Mortgage Loan which materially and adversely affects the value of
          such
          Mortgage Loan or the interest therein of the Securityholders, the Indenture
          Trustee shall promptly notify the Seller of such defect, missing document
          or
          breach and request that the Seller deliver such missing document or cure
          such
          defect or breach within 90 days from the date the Seller was notified of
          such
          missing document, defect or breach, and if the Seller does not deliver
          such
          missing document or cure such defect or breach in all material respects
          during
          such period, the Indenture Trustee shall enforce the Seller’s obligation under
          the Purchase Agreement (i) in connection with any such breach that could
          not
          reasonably have been cured within such 90 day period, if the Seller shall
          have
          commenced to cure such breach within such 90 day period, to proceed thereafter
          diligently and expeditiously to cure the same within the additional period
          provided under the Purchase Agreement, (ii) in connection with any such
          breach
          (subject to clause (i) above) or any missing or defective document required
          to
          be delivered pursuant to Section 2.01(b)(i) or 2.01(b)(ii)(A), to purchase
          such
          Mortgage Loan from the Issuer at the Purchase Price within 120 days after
          the
          date on which the Seller was notified of such breach, and (iii) in connection
          with any other document required to be delivered pursuant to Section 2.01
          hereof
          that is missing or defective, notwithstanding any delivery of an affidavit
          with
          respect to a missing Mortgage Note pursuant to Section 2.01, to purchase
          such
          Mortgage Loan from the Trust at the Purchase Price within 10 Business Days
          after
          receipt of notification from the Indenture Trustee that the absence of
          such
          document or defect with respect thereto has materially impaired the ability
          of
          the Indenture Trustee to enforce the related Mortgage Note or Mortgage,
          in each
          case if and to the extent that the Seller is obligated to do so under the
          Purchase Agreement. The Indenture Trustee shall also enforce the Seller’s
          indemnification obligations under the Purchase Agreement and the Revolving
          Purchase Agreement, if applicable. The Purchase Price for the repurchased
          Mortgage Loan shall be deposited in the Collection Account and the Indenture
          Trustee, upon receipt of written certification from the Master Servicer
          of such
          deposit, shall release to the Seller the related Mortgage File and shall
          execute
          and deliver such instruments of transfer or assignment, in each case without
          recourse, as the Seller shall furnish to it and as shall be necessary to
          vest in
          the Seller any Mortgage Loan released pursuant hereto and the Indenture
          Trustee
          shall have no further responsibility with regard to such Mortgage File.
          In lieu
          of purchasing any such Mortgage Loan as provided above, if so provided
          in the
          Purchase Agreement, the Seller may cause such Mortgage Loan to be removed
          from
          the Trust Assets (in which case it shall become a Deleted Mortgage Loan)
          and
          substitute one or more Qualified Substitute Mortgage Loans in the manner
          and
          subject to the limitations set forth in Section 2.03(d). It is understood
          and
          agreed that the obligation of the Seller to cure, repurchase (or to substitute
          for) any Mortgage Loan as to which a document is missing, a material defect
          in a
          constituent document exists or as to which such a breach has occurred and
          is
          continuing, or to indemnify the Issuer, shall constitute the sole remedy
          respecting such omission, defect or breach available to the Issuer or the
          Indenture Trustee on behalf of the Securityholders.

         

        
          
            
            

          

          
            41

            
              

            

          

          
            
            

          

        

        The
          Seller shall have the right, and the obligation, to repurchase Mortgage
          Loans
          from the Issuer only to the limited extent provided in Section 7 of the
          Purchase
          Agreement and in this Section. Any repurchase of a Mortgage Loan by the
          Seller
          pursuant to Section 7 of the Purchase Agreement shall be effected in accordance
          with the provisions of this Section.

         

        (b) Within
          90
          days of the earlier of discovery by the Depositor or receipt of notice
          by the
          Depositor of the breach of any representation or warranty of the Depositor
          set
          forth in Section 3.02 with respect to any Mortgage Loan, which materially
          and
          adversely affects the value of such Mortgage Loan or the interest therein
          of the
          Securityholders, the Depositor shall (i) cure such breach in all material
          respects, (ii) repurchase the Mortgage Loan from the Issuer at the Purchase
          Price or (iii) remove such Mortgage Loan from the Trust Assets (in which
          case it
          shall become a Deleted Mortgage Loan) and substitute one or more Qualified
          Substitute Mortgage Loans in the manner and subject to the limitations
          set forth
          in Section 2.03(d). The Purchase Price for any repurchased Mortgage Loan
          shall
          be delivered to the Master Servicer for deposit in the Collection Account,
          and
          the Indenture Trustee, upon receipt of written certification from the Master
          Servicer of such deposit, shall at the Depositor’s direction release to the
          Depositor the related Mortgage File and shall execute and deliver such
          instruments of transfer or assignment furnished by the Depositor, in each
          case
          without recourse, as the Depositor shall furnish to it and as shall be
          necessary
          to vest in the Depositor any Mortgage Loan released pursuant
          hereto.

         

        (c) Within
          90
          days of the earlier of discovery by the Master Servicer or receipt of notice
          by
          the Master Servicer of the breach of any representation, warranty or covenant
          of
          the Master Servicer set forth in Section 3.01 which materially and adversely
          affects the interests of the Securityholders in any Mortgage Loan, the
          Master
          Servicer shall cure such breach in all material respects.

         

        (d) Any
          substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage
          Loans
          made pursuant to Section 2.03(a), in the case of the Seller, or Section
          2.03(b),
          in the case of the Depositor, must be effected prior to the date which
          is two
          years after the Closing Date.

         

        
          
            
            

          

          
            42

            
              

            

          

          
            
            

          

        

        As
          to any
          Deleted Mortgage Loan for which the Seller or the Depositor substitutes
          a
          Qualified Substitute Mortgage Loan or Loans, such substitution shall be
          effected
          by the Seller or the Depositor, as the case may be, by delivering to the
          Indenture Trustee or the Custodian in exchange for such Qualified Substitute
          Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment
          to the
          Indenture Trustee, and such other documents and agreements, with all necessary
          endorsements thereon, as are required by Section 2.01, together with an
          Officer’s Certificate providing that each such Qualified Substitute Mortgage
          Loan satisfies the definition thereof and specifying the Substitution Amount,
          if
          any, in connection with such substitution. The Indenture Trustee or the
          Custodian shall acknowledge receipt of such Qualified Substitute Mortgage
          Loan
          or Loans and, within 45 Business Days thereafter, review such documents
          as
          specified in Section 2.02 and deliver to the Depositor and the Master Servicer,
          with respect to such Qualified Substitute Mortgage Loan or Loans, a
          certification substantially in the form attached hereto as Exhibit C, with
          any
          applicable exceptions noted thereon. Within one year of the date of
          substitution, the Indenture Trustee or the Custodian shall deliver to the
          Depositor and the Master Servicer a certification substantially in the
          form of
          Exhibit D hereto with respect to such Qualified Substitute Mortgage Loan
          or
          Loans, with any applicable exceptions noted thereon. Monthly Payments due
          with
          respect to Qualified Substitute Mortgage Loans in the Due Period of substitution
          will not be owned by the Issuer and will be retained by the Depositor or
          the
          Seller, as the case may be. For the Due Period of substitution, distributions
          to
          Securityholders will reflect the collections and recoveries in respect
          of such
          Deleted Mortgage Loan in such Due Period and the Depositor or the Seller,
          as the
          case may be, shall thereafter be entitled to retain all amounts subsequently
          received in respect of such Deleted Mortgage Loan. The Depositor shall
          give or
          cause to be given written notice to the Securityholders that such substitution
          has taken place, shall amend the Mortgage Loan Schedule to reflect the
          removal
          of such Deleted Mortgage Loan from the terms of this Agreement and the
          substitution of the Qualified Substitute Mortgage Loan or Loans and shall
          deliver a copy of such amended Mortgage Loan Schedule to the Indenture
          Trustee
          or the Custodian and to the Master Servicer. Upon such substitution, such
          Qualified Substitute Mortgage Loan or Loans shall constitute a Mortgage
          Loan
          hereunder and shall be subject in all respects to the terms of this Agreement
          and the Purchase Agreement if the Qualified Substitution Mortgage Loan
          will
          replace any other Mortgage Loan, including all applicable representations
          and
          warranties thereof included in the Purchase Agreement as of the date of
          substitution. In the case of any substitution effected by the Depositor,
          the
          Qualified Substitute Mortgage Loan shall have been acquired by the Depositor
          from the Seller pursuant to the Purchase Agreement and Depositor shall
          assign to
          the Issuer the representations and warranties made by the Seller with respect
          to
          such Qualified Substitute Mortgage Loan.

         

        For
          any
          month in which the Depositor or the Seller substitutes one or more Qualified
          Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Depositor
          or the Seller, as applicable, will determine the amount (the “Substitution
          Amount”), if any, by which the aggregate Purchase Price of all such Deleted
          Mortgage Loans exceeds the aggregate, as to each such Qualified Substitute
          Mortgage Loan, of the principal balance thereof as of the date of substitution,
          together with one month’s interest on such principal balance at the applicable
          Mortgage Rate. On the date of such substitution, the Depositor or the Seller,
          as
          the case may be, will deliver or cause to be delivered to the Master Servicer
          for deposit in the Collection Account an amount equal to the Substitution
          Amount, if any, and the Indenture Trustee or the Custodian, upon receipt
          of the
          related Qualified Substitute Mortgage Loan or Loans and certification by
          the
          Master Servicer of such deposit, shall release to the Depositor or the
          Seller,
          as the case may be, the related Mortgage File or Files and the Indenture
          Trustee
          shall execute and deliver such instruments of transfer or assignment, in
          each
          case without recourse, as the Depositor or the Seller, as the case may
          be, shall
          deliver to it and as shall be necessary to vest therein any Deleted Mortgage
          Loan released pursuant hereto.

         

        Section
          2.04. Grant
          of Security Interest; Intended Characterization.

         

        
          
            
            

          

          
            43

            
              

            

          

          
            
            

          

        

        (a) It
          is
          intended that the conveyance by the Depositor to the Issuer of the Loan
          Assets,
          as provided for in Section 2.01 be construed as a sale by the Depositor
          to the
          Issuer of the Loan Assets and other assets in the Trust Assets for the
          benefit
          of the Securityholders. Further, it is not intended that any such conveyance
          be
          deemed to be a pledge of the Loan Assets by the Depositor to the Issuer
          to
          secure a debt or other obligation of the Depositor. However, in the event
          that
          the Loan Assets are held to be property of the Depositor or if for any
          reason
          this Agreement is held or deemed to create a security interest in the Loan
          Assets and other assets in the Trust Assets, then it is intended that (a)
          this
          Agreement shall also be deemed to be a security agreement within the meaning
          of
          Articles 8 and 9 of the New York UCC (or the Relevant UCC if not the New
          York
          UCC); (b) the conveyances provided for in Section 2.01 shall be deemed
          to be (1)
          a grant by the Depositor to the Issuer of a security interest in all of
          the
          Depositor’s right (including the power to convey title thereto), title and
          interest, whether now owned or hereafter acquired, in and to (A) the Mortgage
          Loans, including with respect to each Mortgage Loan, the Mortgage Notes,
          the
          Mortgages, any related insurance policies and all other documents in the
          related
          Mortgage Files, (B) all amounts payable pursuant to the Mortgage Loans
          in
          accordance with the terms thereof, (C) any Eligible Investments held in
          any
          Trust Account, (D) any Government Securities, (E) all Underlying Securities,
          including, without limitation, the right to all distributions of principal
          and
          interest received on or with respect to such Underlying Securities, (F)
          the Rate
          Protection Agreements, (G) all Holdback Amounts and (I) any and all general
          intangibles consisting of, arising from or relating to any of the foregoing,
          and
          all proceeds of the conversion, voluntary or involuntary, of the foregoing
          into
          cash, instruments, securities or other property, including without limitation
          all amounts from time to time held or invested in the Trust Accounts or
          the
          Certificate Deposit Account, whether in the form of cash, instruments,
          securities or other property and (2) an assignment by the Depositor to
          the
          Issuer of any security interest in any and all of the Depositor’s right
          (including the power to convey title thereto), title and interest, whether
          now
          owned or hereafter acquired, in and to the property described in the foregoing
          clauses (1)(A), (B), (C), (D), (E), (F), (G), (H) and (I); (c) the possession
          by
          the Indenture Trustee or any other agent of the Issuer of Mortgage Notes,
          the
          Underlying Securities or such other items of property as constitute instruments,
          money, negotiable documents or chattel paper shall be deemed to be “possession
          by the secured party,” or possession by a purchaser or a person designated by
          such secured party, for purposes of perfecting the security interest pursuant
          to
          the New York UCC and any other Relevant UCC (including, without limitation,
          Section 9-313, 8-313 or 8-321 thereof); and (d) notifications to persons
          holding
          such property, and acknowledgments, receipts or confirmations from persons
          holding such property, shall be deemed notifications to, or acknowledgments,
          receipts or confirmations from, financial intermediaries, bailees or agents
          (as
          applicable) of the Issuer for the purpose of perfecting such security interest
          under applicable law.

         

        (b) The
          Depositor and, at the Depositor’s direction, the Issuer shall, to the extent
          consistent with this Agreement, take such reasonable actions as may be
          necessary
          to ensure that, if this Agreement were deemed to create a security interest
          in
          the Loan Assets and the other property described above, such security interest
          would be deemed to be a perfected security interest of first priority under
          applicable law and will be maintained as such throughout the term of this
          Agreement. Without limiting the generality of the foregoing, the Depositor
          shall
          prepare and deliver to the Issuer, and the Issuer shall forward for filing,
          or
          shall cause to be forwarded for filing, at the expense of the Depositor,
          all
          filings necessary to maintain the effectiveness of any original filings
          necessary under the Relevant UCC to perfect the Issuer’s security interest in or
          lien on the Mortgage Loans as evidenced by an Officer’s Certificate of the
          Depositor, including without limitation (x) continuation statements, and
          (y)
          such other statements as may be occasioned by (1) any change of name of
          the
          Seller, the Depositor or the Issuer (such preparation and filing shall
          be at the
          expense of the Owner Trustee, if occasioned by a change in the Owner Trustee’s
          name), (2) any change of location of the place of business or the chief
          executive office of the Seller or the Depositor or (3) any transfer of
          any
          interest of the Seller or the Depositor in any Mortgage Loan.

         

        
          
            
            

          

          
            44

            
              

            

          

          
            
            

          

        

        Neither
          the Depositor nor the Issuer shall organize under the law of any jurisdiction
          other than the State under which each is organized as of the Closing Date
          (whether changing its jurisdiction of organization or organizing under
          an
          additional jurisdiction) without giving 30 days prior written notice of
          such
          action to its immediate and mediate transferee, including the Indenture
          Trustee.
          Before effecting such change, each of the Depositor or the Issuer proposing
          to
          change its jurisdiction of organization shall prepare and file in the
          appropriate filing office any financing statements or other statements
          necessary
          to continue the perfection of the interests of its immediate and mediate
          transferees, including the Indenture Trustee, in the Mortgage Loans. In
          connection with the transactions contemplated by the Basic Documents, each
          of
          the Depositor and the Issuer authorizes its immediate or mediate transferee,
          including the Indenture Trustee, to file in any filing office any initial
          financing statements, any amendments to financing statements, any continuation
          statements, or any other statements or filings described in this Section
          2.04(b).

         

        (c) The
          Depositor shall not take any action inconsistent with the sale by the Depositor
          of all of its right, title and interest in and to the Trust Assets and
          shall
          indicate or shall cause to be indicated in its records and records held
          on its
          behalf that ownership of each Mortgage Loan, the Underlying Securities
          and the
          other property of the Issuer is held by the Owner Trustee on behalf of
          the
          Issuer. In addition, the Depositor shall respond to any inquiries from
          third
          parties with respect to ownership of a Mortgage Loan, the Underlying Securities
          or any other property of the Trust Assets by stating that it is not the
          owner of
          such Mortgage Loan or Underlying Securities and that ownership of such
          Mortgage
          Loan, Underlying Securities or other property of the Trust Assets is held
          by the
          Issuer on behalf of the Securityholders.

         

        Section
          2.05. Transmission
          of Mortgage Files.

         

        Written
          instructions as to the method of shipment and shipper(s) the Indenture
          Trustee
          or the Custodian is directed to utilize in connection with transmission
          of files
          and loan documents in the performance of the Indenture Trustee’s or Custodian’s
          duties hereunder shall be delivered by the applicable Servicer (or if the
          related Mortgage Loan is being serviced directly by the Master Servicer,
          the
          Master Servicer) to the Indenture Trustee or the Custodian prior to any
          shipment
          of any Mortgage Files and loan documents hereunder. In the event that the
          Servicer (or if the related Mortgage Loan is being serviced directly by
          the
          Master Servicer, the Master Servicer) fails to provide such written
          instructions, the Indenture Trustee or the Custodian shall be hereby authorized
          to use a nationally recognized courier servicer. The Servicer (or if the
          related
          Mortgage Loan is being serviced directly by the Master Servicer, the Master
          Servicer) will arrange for the provision of such services at its sole cost
          and
          expense (or, at the Indenture Trustee’s option, reimburse the Indenture Trustee
          or the Custodian for all costs and expenses incurred by the Indenture Trustee
          or
          the Custodian consistent with such instructions or for having used an overnight
          courier service) and will maintain such insurance in connection with shipment
          of
          the Mortgage Files against loss or damage to files and loan documents as
          the
          Servicer (or if the related Mortgage Loan is being serviced directly by
          the
          Master Servicer, the Master Servicer) deems appropriate. Without limiting
          the
          generality of the provisions of Section 8.04(a) hereof, it is expressly
          agreed
          that in no event shall the Indenture Trustee or the Custodian have any
          liability
          for any losses or damages to any Person with respect to the Mortgage Files
          arising out of actions of the Indenture Trustee or the Custodian consistent
          with
          instructions of the Servicer (or if the related Mortgage Loan is being
          serviced
          directly by the Master Servicer, the Master Servicer).

         

        
          
            
            

          

          
            45

            
              

            

          

          
            
            

          

        

         

        ARTICLE
          III

         

        REPRESENTATIONS,
          WARRANTIES AND COVENANTS

         

        Section
          3.01. Representations
          and Warranties of the Master Servicer.

         

        The
          Master Servicer hereby represents, warrants and covenants to the Depositor,
          the
          Custodian, the Issuer and the Indenture Trustee for their own benefit and
          for
          the benefit of the Holders of the Securities that, as of the Closing
          Date:

         

        (a) The
          Master Servicer is duly organized, validly existing and in good standing
          under
          the laws of the United States as a national banking association, and is
          duly
          qualified to do business, and is in good standing in each jurisdiction
          in which
          the nature of its business requires it to be so qualified.

         

        (b) The
          execution and delivery of this Agreement by the Master Servicer and its
          performance and compliance with the terms of this Agreement have been duly
          authorized by all necessary corporate action on the part of the Master
          Servicer.

         

        (c) This
          Agreement, assuming due authorization, execution and delivery by the other
          parties hereto, constitutes a valid, legal and binding obligation of the
          Master
          Servicer, enforceable against it in accordance with the terms hereof, except
          as
          the enforcement hereof may be limited by applicable bankruptcy, insolvency,
          reorganization, moratorium or other similar laws affecting creditors’ rights
          generally and by general principles of equity (whether considered in a
          proceeding or action in equity or at law).

         

        (d) The
          Master Servicer is not in violation of, and the execution, delivery and
          performance of this Agreement by the Master Servicer and its compliance
          with the
          terms hereof will not constitute a violation with respect to, any existing
          law
          or regulation or any order or decree of any court or any order, regulation
          or
          demand of any federal, state, municipal or governmental agency, which violation
          would materially and adversely affect the condition (financial or other)
          or
          operations of the Master Servicer or its properties or the Mortgage Loans
          or
          would materially and adversely affect its performance hereunder. The execution,
          delivery and performance of this Agreement by the Master Servicer and its
          compliance with the terms hereof will not in any material respect conflict
          with,
          result in any breach of any of the terms and provisions of, or constitute
          (with
          or without notice, lapse of time or both) a default under, the charter
          documents
          or by-laws of the Master Servicer, or any material indenture, agreement,
          mortgage, deed of trust or other instrument to which the Master Servicer
          is a
          party or by which it is bound, or result in the creation or imposition
          of any
          lien or encumbrance upon any of its material properties pursuant to the
          terms of
          any such indenture, agreement, mortgage, deed of trust or other
          instrument.

         

        
          
            
            

          

          
            46

            
              

            

          

          
            
            

          

        

        (e) No
          litigation, actions, proceedings or investigations are pending or, to the
          best
          of the Master Servicer’s knowledge, threatened against the Master Servicer which
          would have consequences that would prohibit its entering into this Agreement
          or
          that would materially and adversely affect the condition (financial or
          otherwise) or operations of the Master Servicer or its properties or would
          materially and adversely affect its performance hereunder, or the validity
          or
          enforceability of this Agreement, or prevent the consummation of any of
          the
          transactions contemplated by this Agreement.

         

        (f) No
          certificate of an officer, statement furnished in writing or report delivered
          or
          to be delivered pursuant to the terms hereof by the Master Servicer contains
          or
          will contain any untrue statement of a material fact or omits or will omit
          to
          state any material fact necessary to make the certificate, statement or
          report,
          in light of the circumstances under which it was or will be made, not
          misleading.

         

        (g) No
          consent, approval, authorization, license or order of any court or governmental
          agency or body is required for the execution, delivery and performance
          by the
          Master Servicer of or compliance by the Master Servicer with this Agreement
          or
          the consummation of the transactions contemplated by this Agreement, except
          for
          such consents, approvals, authorizations and orders (if any) as have been
          obtained.

         

        (h) The
          Master Servicer, or an Affiliate thereof the primary business of which
          is the
          servicing of conventional residential mortgage loans, is a FNMA and FHLMC
          approved seller/servicer, and FHA Approved Mortgagee and VA-approved lender,
          and
          no event has occurred, including, but not limited to, a change in insurance
          coverage, which would make the Master Servicer unable to comply with FNMA,
          FHLMC, FHA or VA eligibility requirements or which would require notification
          to
          any of FNMA, FHLMC, FHA or VA.

         

        (i) The
          Master Servicer has obtained an errors and omissions insurance policy and
          a
          fidelity bond, each of which is in full force and effect, and each of which
          provides at least such coverage as is required hereunder.

         

        Within
          90
          days of the earlier of discovery by the Master Servicer or receipt of notice
          by
          the Master Servicer of the breach of any representation, warranty or covenant
          of
          the Master Servicer set forth in this Section which materially and adversely
          affects the interests of the Securityholders in any Mortgage Loan, the
          Master
          Servicer shall cure such breach in all material respects.

         

        Section
          3.02. Representations
          and Warranties of the Depositor.

         

        The
          Depositor hereby represents and warrants to the Master Servicer, the Custodian,
          the Issuer and the Indenture Trustee for their own benefit and for the
          benefit
          of the Holders of the Securities that as of the Closing Date [and each
          Transfer
          Date]:

         

        (i) The
          Depositor is a limited liability company duly formed, validly existing
          and in
          good standing under the laws of the State of Delaware, and is duly qualified
          to
          do business, and is in good standing in each jurisdiction in which the
          nature of
          its business requires it to be so qualified.

         

        
          
            
            

          

          
            47

            
              

            

          

          
            
            

          

        

        (ii) The
          execution and delivery of this Agreement by the Depositor and its performance
          and compliance with the terms of this Agreement have been duly authorized
          by all
          necessary trust action on the part of the Depositor.

         

        (iii) This
          Agreement, assuming due authorization, execution and delivery by the other
          parties hereto, constitutes a valid, legal and binding obligation of the
          Depositor, enforceable against it in accordance with the terms hereof,
          except as
          the enforcement hereof may be limited by applicable bankruptcy, insolvency,
          reorganization, moratorium or other similar laws affecting creditors’ rights
          generally and by general principles of equity (whether considered in a
          proceeding or action in equity or at law).

         

        (iv) The
          Depositor is not in violation of, and the execution, delivery and performance
          of
          this Agreement by the Depositor and its compliance with the terms hereof
          will
          not constitute a violation with respect to, any existing law or regulation
          or
          any order or decree of any court or any order, regulation or demand of
          any
          federal, state, municipal or governmental agency, which violation would
          materially and adversely affect the condition (financial or other) or operations
          of the Depositor or its properties or would have consequences that would
          adversely affect its performance hereunder. The execution, delivery and
          performance of this Agreement by the Depositor and its compliance with
          the terms
          hereof will not conflict with, result in any breach of any of the terms
          and
          provisions of, or constitute (with or without notice, lapse of time or
          both) a
          default under, the governing instrument of the Depositor, or any material
          indenture, agreement, mortgage, deed of trust or other instrument to which
          the
          Depositor is a party or by which it is bound, or result in the creation
          or
          imposition of any lien or encumbrance upon any of its material properties
          pursuant to the terms of any such indenture, agreement, mortgage, deed
          of trust
          or other instrument.

         

        (v) No
          litigation, actions, proceedings or investigations are pending or, to the
          best
          of the Depositor’s knowledge, threatened against the Depositor which would have
          consequences that would prohibit its entering into this Agreement or that
          would
          materially and adversely affect the condition (financial or otherwise)
          or
          operations of the Depositor or its properties or would have consequences
          that
          would adversely affect its performance hereunder, or the validity or
          enforceability of this Agreement, or prevent the consummation of any of
          the
          transactions contemplated by this Agreement.

         

        (vi) No
          certificate of an officer, statement furnished in writing or report delivered
          or
          to be delivered pursuant to the terms hereof by the Depositor contains
          or will
          contain any untrue statement of a material fact or omits or will omit to
          state
          any material fact necessary to make the certificate, statement or report,
          in
          light of the circumstances in which it was made or will be made, not
          misleading.

         

        (vii) All
          actions, approvals, consents, waivers, exemptions, variances, franchises,
          orders, permits, authorizations, rights and licenses required to be taken,
          given
          or obtained, as the case may be, by or from any court or any federal, state
          or
          other governmental authority or agency that are required in connection
          with the
          execution, delivery and performance by the Depositor of this Agreement,
          have
          been duly taken, given or obtained, as the case may be, are in full force
          and
          effect on the date hereof, are not subject to any pending proceedings or
          appeals
          (administrative, judicial or otherwise) and either the time within which
          any
          appeal therefrom may be taken or review thereof may be obtained has expired
          or
          no review thereof may be obtained or appeal therefrom taken, and are adequate
          to
          authorize the consummation of the transactions contemplated by this Agreement
          on
          the part of the Depositor and the performance by the Depositor of its
          obligations under this Agreement.

         

        
          
            
            

          

          
            48

            
              

            

          

          
            
            

          

        

        (viii) The
          Depositor is conveying to the Trust the entire interest in the Mortgage
          Loans,
          which the Depositor has acquired from the Seller, free and clear of any
          Adverse
          Claims created by, or for the benefit of, the Depositor.

         

        (ix) Immediately
          prior to the sale thereof to the Trust, the Depositor owned the Underlying
          Securities and had good and marketable title thereto, free and clear of
          any
          pledge, lien, security interest, charge, claim, equity or encumbrance of
          any
          kind.

         

        (x) The
          Depositor has no knowledge of any event of default, or any event that with
          the
          passage of time, the giving of notice, or both, would be an event of default,
          under any Underlying Agreement. 

         

        (xi) The
          copy
          of each Underlying Agreement that was provided to the Indenture Trustee
          is a
          true and correct copy of such Underlying Agreement as in effect on the
          Closing
          Date.

         

        Section
          3.03. Representations
          and Warranties of the Depositor with respect to the Mortgage
          Notes.

         

        With
          respect to the Mortgage Notes, the
          Depositor hereby represents and warrants to the Master Servicer, the Custodian,
          the Issuer and the Indenture Trustee for their own benefit and for the
          benefit
          of the Holders of the Securities that as of the Closing Date and each Transfer
          Date:

         

        (i) The
          Mortgage Notes constitute “instruments” within the meaning of the Relevant
          UCC;

         

        (ii) The
          Depositor owns and has good title to the Mortgage Notes free and clear
          of any
          lien, claim or encumbrance of any Person;

         

        (iii) The
          Depositor has received all consents and approvals required by the terms
          of the
          Mortgage Notes to the transfer of the Mortgage Notes hereunder to the
          Issuer;

         

        (iv) All
          original executed copies of each Mortgage Note have been or will be delivered
          to
          the Custodian, as set forth in this Agreement;

         

        (v) The
          Depositor has received a written acknowledgement from the Custodian that
          the
          Custodian is holding the Mortgage Notes solely on behalf and for the benefit
          of
          the Indenture Trustee, as pledgee of the Issuer under the
          Indenture;

         

        
          
            
            

          

          
            49

            
              

            

          

          
            
            

          

        

        (vi) Other
          than the transfer to the Issuer pursuant to this Agreement, the Depositor
          has
          not pledged, assigned, sold, granted a security interest in, or otherwise
          conveyed any of the Mortgage Notes. The Depositor has not authorized the
          filing
          of and is not aware of any financing statements against the Depositor that
          include a description of the collateral covering the Mortgage Notes other
          than a
          financing statement relating to the transfer to the Issuer hereunder or
          that has
          been terminated. The Depositor is not aware of any judgment or tax lien
          filings
          against the Depositor; and

         

        (vii) None
          of
          the Mortgage Notes has any marks or notations indicating that they have
          been
          pledged, assigned or otherwise conveyed to any Person other than the Indenture
          Trustee, as pledgee of the Issuer under the Indenture.

         

        The
          representations and warranties set forth in this Section shall survive
          the
          Closing Date and shall not be waived.

         

         

        ARTICLE
          IV

         

        ADMINISTRATION
          AND SERVICING OF MORTGAGE LOANS

         

        Section
          4.01. Duties
          of the Master Servicer.

         

        The
          Master Servicer shall supervise, monitor and oversee the obligation of
          the
          Servicers to service and administer their respective Mortgage Loans in
          accordance with the terms of the applicable Servicing Agreements, except
          the
          activities of the Servicers with respect to Mortgage Loans that are in
          default,
          including collection activity, modification of Mortgage Loans, foreclosure,
          and
          disposition of REO Property, and the processing of any FHA or VA claims
          (“Excluded Servicing Obligations”), and shall have full power and authority to
          do any and all things which it may deem necessary or desirable in connection
          with such master servicing and administration. In performing its obligations
          hereunder, the Master Servicer shall act in a manner consistent with Accepted
          Master Servicing Practices. Furthermore, the Master Servicer shall oversee
          and
          consult with each Servicer as necessary from time-to-time to carry out
          the
          Master Servicer’s obligations hereunder, shall, from time to time, receive,
          review and evaluate all reports, information and other data provided to
          the
          Master Servicer by each Servicer and shall otherwise exercise its reasonable
          best efforts to cause each Servicer to perform and observe the covenants,
          obligations and conditions to be performed or observed by such Servicer
          under
          the applicable Servicing Agreement. The Master Servicer shall independently
          and
          separately monitor each Servicer’s servicing activities with respect to each
          related Mortgage Loan, reconcile the results of such monitoring with such
          information provided in the previous sentence on a monthly basis and coordinate
          corrective adjustments to the Servicers’ and Master Servicer’s records, and
          based on such reconciled and corrected information, prepare the report
          specified
          in Section 4.27 and any other information, statements and reports required
          hereunder. Notwithstanding anything in this Agreement or any Servicing
          Agreement
          to the contrary, the Master Servicer shall have no duty or obligation to
          supervise, monitor or oversee the activities of any Servicer or to enforce
          the
          obligations of any Servicer under its Servicing Agreement with respect
          to
          (i) calculation of payments due under any Simple Interest Mortgage Loans or
          any Bi-Weekly Mortgage Loans, or (ii) the collection of amounts with
          respect to the Mortgage Loans described on the Mortgage Loan Schedule attached
          as Schedule I-B hereto representing principal and/or interest due and owing
          on
          any such Mortgage Loan prior to the Cut-off Date. The Master Servicer shall
          reconcile the results of its Mortgage Loan monitoring with the actual
          remittances of the Servicers to the Collection Account pursuant to the
          applicable Servicing Agreements.

         

        
          
            
            

          

          
            50

            
              

            

          

          
            
            

          

        

        To
          the
          extent applicable to the obligations of the Master Servicer under this
          agreement, the Master Servicer shall at all times comply with the Housing
          Act,
          FHA Regulations, the Readjustment Act, VA Regulations, and any administrative
          guidelines issued thereunder.

         

        Section
          4.02. Monitoring
          of Servicers’ Performance.

         

        Subject
          to Section 4.01, the Master Servicer shall be responsible for reporting
          to the
          Issuer, the Indenture Trustee and the Depositor the compliance by each
          Servicer
          with its duties under the related Servicing Agreement. In the review of
          each
          Servicer’s activities, the Master Servicer may rely upon an Officer’s
          Certificate of the Servicer with regard to such Servicer’s compliance with the
          terms of its Servicing Agreement. In the event that the Master Servicer,
          in its
          reasonable judgment, determines that it requires reports from any Servicer
          in
          addition to the reports such Servicer is required to deliver to the Master
          Servicer pursuant to the applicable Servicing Agreement and the Master
          Servicer
          is obligated to reimburse the Servicer for the cost of such additional
          reports,
          the Master Servicer shall be reimbursed for such amounts from the Collection
          Account. In the event that the Master Servicer, in its judgment, determines
          that
          a Servicer should be terminated in accordance with its Servicing Agreement,
          or
          that a notice should be sent pursuant to such Servicing Agreement with
          respect
          to the occurrence of an event that, unless cured, would constitute grounds
          for
          such termination, the Master Servicer shall notify the Depositor, the Custodian,
          the Issuer and the Indenture Trustee thereof and, absent instructions to
          the
          contrary from the Indenture Trustee within five days of the delivery of
          such
          notice, the Master Servicer shall issue such notice or take such other
          action as
          it deems appropriate.

         

        Subject
          to the provisions of Section 4.01 hereof, the Master Servicer shall require
          each
          Servicer to comply with the remittance requirements and other obligations
          set
          forth in the related Servicing Agreement.

         

        Section
          4.03. Master
          Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance
          Policy.

         

        The
          Master Servicer, at its expense, shall maintain in effect a blanket fidelity
          bond and an errors and omissions insurance policy, affording coverage with
          respect to all directors, officers, employees and other Persons acting
          on such
          Master Servicer’s behalf, and covering errors and omissions in the performance
          of the Master Servicer’s obligations hereunder. The errors and omissions
          insurance policy and the fidelity bond shall be in such form and amount
          generally acceptable for entities serving as master servicers or
          trustees.

         

        Section
          4.04. Master
          Servicer’s Financial Statements and Related Information.

         

        For
          each
          year this Agreement is in effect, the Master Servicer shall submit to the
          Indenture Trustee each Rating Agency and the Depositor a copy of the Master
          Servicer’s annual unaudited financial statements on or prior to May 31 of each
          year, which may be in the form of the consolidated financial statements
          of the
          Master Servicer’s corporate parent. Such financial statements shall include a
          balance sheet, income statement and statement of retained earnings.

         

        
          
            
            

          

          
            51

            
              

            

          

          
            
            

          

        

        Section
          4.05. Power
          to Act; Procedures.

         

        (a) The
          Master Servicer shall master service the Mortgage Loans as provided in
          this
          Agreement and shall have full power and authority to do any and all things
          that
          it may deem necessary or desirable in connection with the master servicing
          and
          administration of the Mortgage Loans, including but not limited to the
          power and
          authority (i) to execute and deliver, on behalf of the Securityholders
          and the
          Indenture Trustee, customary consents or waivers and other instruments
          and
          documents, (ii) to consent to transfers of any Mortgaged Property and
          assumptions of the Mortgage Notes and related Mortgages, (iii) to collect
          any
          Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate foreclosure
          or other conversion of the ownership of the Mortgaged Property securing
          any
          Mortgage Loan, in each case, in accordance with the provisions of this
          Agreement
          and the related Servicing Agreement, as applicable. The Indenture Trustee
          shall
          furnish the Master Servicer, upon request, with any powers of attorney
          empowering the Master Servicer or any Servicer to execute and deliver
          instruments of satisfaction or cancellation, or of partial or full release
          or
          discharge, and to foreclose upon or otherwise liquidate Mortgaged Property,
          and
          to appeal, prosecute or defend in any court action relating to the Mortgage
          Loans or the Mortgaged Property, in accordance with the applicable Servicing
          Agreement and this Agreement, and the Indenture Trustee shall execute and
          deliver such other documents, as the Master Servicer may request, necessary
          or
          appropriate to enable the Master Servicer to master service and administer
          the
          Mortgage Loans and carry out its duties hereunder, in each case in accordance
          with Accepted Master Servicing Practices (and the Indenture Trustee shall
          have
          no liability for misuse of any such powers of attorney or other such documents
          by the Master Servicer or any Servicer). If the Master Servicer or the
          Indenture
          Trustee has been advised that it is likely that the laws of the state in
          which
          action is to be taken prohibit such action if taken in the name of the
          Indenture
          Trustee or that the Indenture Trustee would be adversely affected under
          the
“doing business” or tax laws of such state if such action is taken in its name,
          then upon request of the Indenture Trustee, the Master Servicer shall join
          with
          the Indenture Trustee in the appointment of a co-trustee pursuant to Section
          6.10 of the Indenture. In the performance of its duties hereunder, the
          Master
          Servicer shall be an independent contractor and shall not, except in those
          instances where it is taking action in the name of the Indenture Trustee,
          be
          deemed to be the agent of the Indenture Trustee.

         

        (b) In
          master
          servicing and administering the Mortgage Loans, the Master Servicer shall
          employ
          procedures consistent with Accepted Master Servicing Practices.

         

        Section
          4.06. Servicing
          Agreements; Enforcement of Servicers’ Obligations.

         

        The
          Master Servicer, for the benefit of the Indenture Trustee and the
          Securityholders, shall enforce the obligations of each Servicer under the
          related Servicing Agreement, and shall, in the event that a Servicer fails
          to
          perform its obligations in accordance with the related Servicing Agreement,
          in
          each case subject to Section 4.02, terminate the rights and obligations
          of such
          Servicer thereunder and either service the related Mortgage Loans in accordance
          with the terms and provisions of the related Servicing Agreement or enter
          into a
          Servicing Agreement with a successor Servicer. Such enforcement, including,
          without limitation, the legal prosecution of claims, termination of Servicing
          Agreements and the pursuit of other appropriate remedies, shall be in such
          form
          and carried out to such an extent and at such time as the Master Servicer,
          in
          its good faith business judgment, would require were it the owner of the
          related
          Mortgage Loans. The Master Servicer shall pay the costs of such enforcement
          from
          its own funds, provided that the Master Servicer shall not be required
          to
          prosecute or defend any legal action except to the extent that the Master
          Servicer shall have received reasonable indemnity for its costs and expenses
          in
          pursuing such action or such amounts are permitted to be withdrawn from
          the
          Collection Account.

         

        
          
            
            

          

          
            52

            
              

            

          

          
            
            

          

        

        With
          respect to Excluded Servicing Obligations, the obligation of the Master
          Servicer
          to terminate the rights and obligations of the applicable Servicer is
          conditioned upon the Master Servicer having notice or actual knowledge
          of such
          Servicer’s failure to comply with the requirements of such
          sections.

         

        The
          parties acknowledge that there will be a transition period, not to exceed
          90
          days, in order to effect the transfer of servicing to a successor Servicer.
          To
          the extent that the costs and expenses of the Master Servicer related to
          any
          termination of a Servicer, appointment of a successor Servicer or the transfer
          and assumption of servicing by the Master Servicer are not fully and timely
          reimbursed by the Seller or the terminated Servicer, the Master Servicer
          shall
          be entitled to reimbursement of such costs and expenses from the Collection
          Account.

         

        In
          the
          event that the Seller receives any amounts from a Servicer relating to
          a
          Mortgage Loan and such amounts constitute part of the Trust Assets, the
          Seller
          shall immediately notify the Master Servicer and transfer such amounts
          to the
          Collection Account by wire transfer of immediately available funds.

         

        Section
          4.07. Collection
          Account.

         

        (a) On
          the
          Closing Date, the Master Servicer shall open and shall thereafter maintain
          an
          account held in trust (the “Collection Account”), entitled
“[          ], as trustee, in
          trust for the benefit of the Holders of Bayview Financial
          [          ] Trust Asset
          Backed Securities, Series
          [          ].” The Collection
          Account shall relate solely to the Securities issued by the Trust hereunder,
          and
          funds in such Collection Account shall not be commingled with any other
          monies.

         

        (b) The
          Collection Account shall be an Eligible Account. If an existing Collection
          Account ceases to be an Eligible Account, the Master Servicer shall establish
          a
          new Collection Account that is an Eligible Account within 30 days and transfer
          all funds on deposit in such existing Collection Account into such new
          Collection Account.

         

        (c) The
          Master Servicer will give to the Indenture Trustee prior written notice
          of the
          name and address of the depository institution at which the Collection
          Account
          is maintained and the account number of such Collection Account. The Master
          Servicer shall take such actions as are necessary to cause the depository
          institution holding the Collection Account to hold such account in the
          name of
          the Indenture Trustee (subject to such Master Servicer’s right to direct
          payments and investments and its rights of withdrawal) under this Agreement.
          The
          Master Servicer, at its option, may choose to make daily remittances from
          the
          Collection Account to the Indenture Trustee for deposit into the Note
          Distribution Account.

         

        
          
            
            

          

          
            53

            
              

            

          

          
            
            

          

        

        (d) The
          Master Servicer shall deposit into the Collection Account, no later than
          the
          Business Day following the Closing Date, any amounts representing Monthly
          Payments on the Mortgage Loans due after the Cut-off Date and received
          by the
          Master Servicer on or before the Closing Date. Thereafter, promptly upon
          receipt, the Master Servicer shall deposit or cause to be deposited in
          the
          Collection Account all amounts remitted to it by the Servicers in respect
          of the
          Mortgage Loans (which deposits may be net of the Master Servicing Fees).
          Funds
          in the Collection Account may be invested in Eligible Investments (selected
          by
          and at the direction of the Master Servicer) which shall mature not later
          than
          the Master Servicer Remittance Date (except that if such Eligible Investment
          is
          an obligation of the Indenture Trustee and such Collection Account is maintained
          with the Indenture Trustee, then such Eligible Investment shall mature
          not later
          than such applicable Payment Date) and any such Eligible Investment shall
          not be
          sold or disposed of prior to its maturity. In the absence of direction
          by the
          Master Servicer, all funds in the Collection Account shall remain uninvested.
          All such Eligible Investments shall be made in the name of the Indenture
          Trustee
          (in its capacity as such) or its nominee. All income and gain realized
          from any
          such investment shall be for the benefit of the Master Servicer and shall
          be
          subject to its withdrawal or order from time to time and shall not be part
          of
          the Trust Assets. The amount of any losses incurred in respect of any such
          investments shall be deposited in the Collection Account by the Master
          Servicer
          out of its own funds, without any right of reimbursement therefor, immediately
          as realized. The Indenture Trustee has no duty with respect to and shall
          not be
          held liable by reason of any insufficiency in the Collection Account resulting
          from any investment loss on any investment included therein (except to
          the
          extent that the Indenture Trustee is the obligor and has defaulted thereon).
          The
          foregoing requirements for deposit in the Collection Account are exclusive,
          it
          being understood and agreed that, without limiting the generality of the
          foregoing, payments of interest on funds in the Collection Account and
          payments
          in the nature of late payment charges, assumption fees and other incidental
          fees
          and charges relating to the Mortgage Loans need not be deposited by the
          Master
          Servicer in the Collection Account and may be retained by the Master Servicer
          or, to the extent provided in the applicable Servicing Agreement, the applicable
          Servicer as additional servicing compensation. If the Master Servicer deposits
          in the Collection Account any amount not required to be deposited therein,
          it
          may at any time withdraw such amount from the Collection Account.

         

        Section
          4.08. Application
          of Funds in the Collection Account.

         

        The
          Master Servicer shall, from time to time, make, or cause to be made, withdrawals
          from the Collection Account for the following purposes, in the following
          order
          of priority:

         

        [(i) to
          withdraw funds deposited in error in the Collection Account;

         

        (ii) to
          pay to
          itself income earned, net of losses incurred, on the investment of funds
          deposited in the Collection Account and any Net Prepayment Interest
          Excess;

         

        (iii) to
          reimburse itself or any Servicer for previously Outstanding Advances made
          by it
          or by such Servicer pursuant to Section 4.26 or otherwise reimbursable
          pursuant
          to the terms of this Agreement or any Servicing Agreement; it being understood,
          in the case of any such reimbursement, that the Master Servicer’s or Servicer’s
          right thereto shall be limited to collections on the Mortgage Loans to
          which
          such Outstanding Advances relate and shall be prior to the rights of the
          Securityholders;

         

        
          
            
            

          

          
            54

            
              

            

          

          
            
            

          

        

        (iv) to
          reimburse itself or any Servicer, following a final liquidation of a Mortgage
          Loan, for any amounts that represent Non-Recoverable Advances, it being
          understood, in the case of any such reimbursement, that such Master Servicer’s
          or Servicer’s right thereto shall be prior to the rights of the
          Securityholders;

         

        (v) to
          reimburse itself or the applicable Servicer from Liquidation Proceeds for
          Liquidation Expenses and for amounts expended by it pursuant to Sections
          4.23
          and 4.25(a) in good faith in connection with the restoration of damaged
          property
          and, to the extent that Liquidation Proceeds after such reimbursement exceed
          the
          unpaid principal balance of the related Mortgage Loan, together with accrued
          and
          unpaid interest thereon at the applicable Mortgage Rate less the Master
          Servicing Fee Rate and the Servicing Fee Rate for such Mortgage Loan to
          the Due
          Date next succeeding the date of its receipt of such Liquidation Proceeds,
          to
          pay to itself out of such excess the amount of any unpaid assumption fees,
          late
          payment charges or other Mortgagor charges on the related Mortgage Loan
          and to
          retain any excess remaining thereafter as additional servicing compensation,
          it
          being understood, in the case of any such reimbursement or payment, that
          such
          Master Servicer’s or Servicer’s right thereto shall be prior to the rights of
          the Securityholders;

         

        (vi) in
          the
          event it has elected not to pay itself the Master Servicing Fee out of
          any
          Mortgagor payment on account of interest or other recovery with respect
          to a
          particular Mortgage Loan prior to the deposit of such Mortgagor payment
          or
          recovery in the Collection Account, to pay to itself the Master Servicing
          Fee
          for each Payment Date and any unpaid Master Servicing Fees for prior Payment
          Dates from any Mortgagor payment as to interest or such other recovery
          with
          respect to that Mortgage Loan, as is permitted by this Agreement;

         

        (vii) to
          reimburse itself for expenses incurred by and recoverable by or reimbursable
          to
          it or any Servicer pursuant to Sections 4.02, 4.05, 4.06, 4.19, 4.25(a)
          or 4.33,
          or any other provision of this Agreement, to the extent expressly permitted
          thereunder; 

         

        (viii) to
          reimburse the Indenture Trustee, the Owner Trustee, the Custodian and the
          Administrator for the following: (a) to the Indenture Trustee, all reasonable
          ordinary out-of-pocket expenses incurred or made by it, including costs
          of
          collection, in addition to the compensation for its services, including
          the
          reasonable compensation and expenses, disbursements and advances of the
          Indenture Trustee’s agents, counsel, accountants and experts, (b) to the
          Indenture Trustee, expenses and indemnities reimbursable by the Issuer
          under
          Section 6.07 of the Indenture, as well as under each of this Agreement,
          the
          Trust Agreement, the Custody Agreement or the Administration Agreement,
          as
          applicable, and (c) to each of the Owner Trustee, the Custodian and the
          Administrator, expenses and indemnities (if any) reimbursable by the Issuer
          under this Agreement, the Indenture, the Trust Agreement, the Custody Agreement
          or the Administration Agreement, as applicable.

         

        
          
            
            

          

          
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        (ix) to
          reimburse a Successor Master Servicer (solely in its capacity as Successor
          Master Servicer), for any fee, expense or advance occasioned by a termination
          of
          the Master Servicer, and the assumption of such duties by the Indenture
          Trustee
          or a Successor Master Servicer appointed by the Indenture Trustee pursuant
          to
          Section 4.13 or 4.17, in each case to the extent not reimbursed by the
          terminated Master Servicer, it being understood, in the case of any such
          reimbursement or payment, that the right of the Master Servicer or the
          Indenture
          Trustee thereto shall be prior to the rights of the
          Securityholders;

         

        (x) to
          make
          payment to itself and others pursuant to any provision of this Agreement,
          to the
          extent expressly provided thereunder;

         

        (xi) to
          pay to
          itself, a Servicer, the Seller, the Depositor or any other appropriate
          Person,
          as the case may be, with respect to each Mortgage Loan or property acquired
          in
          respect thereof that has been purchased or otherwise transferred pursuant
          to
          Sections 2.03 or 10.02, all amounts received thereon and not required to
          be
          distributed to the Securityholders as of the date on which the related
          Principal
          Balance or Purchase Price is determined;

         

        (xii) to
          reimburse any Servicer for such amounts as are due thereto from the Issuer
          pursuant to this Agreement and have not been retained by or paid to such
          Servicer, to the extent provided in such Servicing Agreement, or to reimburse
          any expenses of the Trust or the Indenture Trustee expressly provided for
          in the
          Servicing Agreement;

         

        (xiii) to
          make
          payments to the Indenture Trustee for deposit into the Note Distribution
          Account
          in the amounts and in the manner provided for in Section 6.04; and

         

        (xiv) to
          clear
          and terminate any Collection Account pursuant to Section 10.02.]

         

        Section
          4.09. [Determination
          of LIBOR.

         

        (a) On
          each
          LIBOR Rate Adjustment Date the Master Servicer shall determine LIBOR on
          the
          basis of the provisions of the definition of “LIBOR.”

         

        (b) The
          establishment of LIBOR by the Master Servicer and the Master Servicer’s
          subsequent calculation of the Interest Rate or Rates applicable to the
          LIBOR
          Notes for the relevant Accrual Period, in the absence of manifest error,
          will be
          final and binding. In all cases, absent manifest error, the Master Servicer
          may
          conclusively rely on quotations of LIBOR as such quotations appear on Telerate
          Screen Page 3750.]

         

        Section
          4.10. Termination
          of Servicing Agreements; Successor Servicers.

         

        (a) The
          Master Servicer shall be entitled to terminate the rights and obligations
          of any
          Servicer under the applicable Servicing Agreement in accordance with the
          terms
          and conditions of such Servicing Agreement and this Agreement. In such
          event,
          within 90 days of such termination, the Master Servicer shall appoint a
          successor Servicer or shall itself (or through an Affiliate) act as servicer
          of
          the related Mortgage Loans; provided,
          however,
          that
          for so long as the Seller is the Servicing Rights Owner under any such
          Servicing
          Agreement, the Seller shall have the right to appoint a successor Servicer
          within thirty (30) days of the Master Servicer providing notice to the
          Indenture
          Trustee of its intent to terminate such Servicer, subject to the provisions
          of
          Section 4.34 hereof. If the Master Servicer assumes the role of successor
          Servicer, or until a successor Servicer is appointed, the Master Servicer
          shall
          (i) immediately make Advances and (ii) perform all responsibilities, duties
          and
          liabilities of the Master Servicer; provided,
          however,
          that for
          the first 90-day period following a termination of a Servicer, the Master
          Servicer, in its capacity as successor Servicer, shall not be responsible
          for
          the lack of information and/or documents that it cannot obtain through
          reasonable efforts.

         

        
          
            
            

          

          
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        (b) If
          the
          Master Servicer acts as Servicer, it will not assume liability for the
          representations and warranties of the Servicer, if any, that it replaces.
          The
          Master Servicer shall, however, be deemed to have made the representations
          contained in Section 3.01 hereof as of the assumption by the Master Servicer
          of
          the duties of the applicable Servicer. The Master Servicer shall use reasonable
          efforts to have the successor Servicer assume liability for the representations
          and warranties made by the terminated Servicer in respect of the related
          Mortgage Loans.

         

        (c) In
          the
          event that the Master Servicer terminates the rights and obligations of
          any
          Servicer under a Full Recourse Servicing Agreement pursuant to this Section,
          the
          Master Servicer shall use its reasonable best efforts to appoint a successor
          Servicer that will service the related Mortgage Loans in accordance with
          the
          provisions of the applicable Full Recourse Servicing Agreement. If the
          Master
          Servicer is unable to appoint such a successor Servicer, the Master Servicer
          shall modify the provisions of such Full Recourse Servicing Agreement as
          it
          deems appropriate, in its reasonable best judgment and with the consent
          of the
          Depositor, and shall either appoint a successor Servicer or service such
          Mortgage Loans itself (or through an Affiliate) as provided herein. In
          no event
          shall the Master Servicer or any of its Affiliates be required to service
          any
          Mortgage Loans pursuant to any Full Recourse Servicing Agreement in the
          absence
          of such modification.

         

        (d) In
          no
          event shall the Master Servicer be responsible for monitoring, supervising
          or
          overseeing the obligations of any Subservicer under any Subservicing
          agreement.

         

        Section
          4.11. Master
          Servicer Liable for Enforcement.

         

        The
          Master Servicer shall, subject to the provisions hereof, enforce the provisions
          of each Servicing Agreement for the benefit of the Securityholders.

         

        Section
          4.12. No
          Contractual Relationship Between Servicers and Master Servicer or
          Depositor.

         

        Any
          Servicing Agreement that may be entered into and any other transactions
          or
          services relating to the Mortgage Loans involving a Servicer shall be deemed
          to
          be between such Servicer and the other parties thereto (and to the extent
          the
          Issuer and the Indenture Trustee are assigned rights thereunder or made
          third-party beneficiaries thereof, the Indenture Trustee) and the Depositor
          and
          the Master Servicer shall not be deemed parties thereto and shall have
          no
          claims, rights, obligations, duties or liabilities with respect to such
          Servicing Agreement except as set forth in this Article IV.

         

        
          
            
            

          

          
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        Section
          4.13. Assumption
          by Indenture Trustee.

         

        (a) In
          the
          event the Master Servicer shall for any reason no longer be the Master
          Servicer
          (including by reason of any Event of Master Servicer Default under this
          Agreement), the Indenture Trustee shall have the right to appoint a Successor
          Master Servicer, who shall assume all of the Master Servicer’s rights, duties
          and obligations hereunder. If no such Successor Master Servicer is appointed
          within 60 days, the Indenture Trustee shall thereupon assume all of the
          rights
          and obligations of the Master Servicer hereunder (including the right to
          receive
          the Master Servicing Fee hereunder); provided,
          however,
          the
          Indenture Trustee shall not be required to make any of the representations
          or
          warranties in Section 3.01 hereof. The Indenture Trustee, its designee
          or any
          Successor Master Servicer appointed by the Indenture Trustee shall be deemed
          to
          have assumed all of the Master Servicer’s interest herein.

         

        The
          Indenture Trustee shall determine the Master Servicing Fee Rate applicable
          to a
          Successor Master Servicer (other than the Indenture Trustee in such capacity),
          such Master Servicing Fee Rate not to exceed the Maximum Master Servicing
          Fee
          Rate. 

        


        (b) In
          the
          event the Master Servicer is terminated, the Master Servicer shall,
          (i) upon request of the Indenture Trustee but at the expense of such Master
          Servicer, timely deliver to the assuming party all documents and records
          (including, without limitation, computer tapes, disks and other electronic
          or
          magnetic media, in each case in readable format) in its possession relating
          to
          each Servicing Agreement and the related Mortgage Loans and an accounting
          of
          amounts collected and held by it and otherwise use its best efforts to
          effect
          the orderly and efficient assumption of its duties as Master Servicer to
          the
          assuming party and (ii) make such reimbursements as are required under
          Section
          4.08(x) hereof.

         

        (c) The
          Master Servicer shall be entitled to terminate the rights and obligations
          of the
          Seller under the applicable Servicing Agreement, to the extent provided
          therein,
          in accordance with the terms and conditions of such Servicing Agreement
          and this
          Agreement. In such event, the applicable Servicer shall assume such rights
          and
          obligations to the extent provided in the applicable Servicing
          Agreement.

         

        Section
          4.14. “Due-on-Sale”
          Clauses; “Due-on-Encumbrance” Clauses, Assumption Agreements; Release of
          Collateral.

         

        (a) To
          the
          extent provided in the applicable Servicing Agreement, the Master Servicer
          shall
          cause the Servicers to enforce due-on-sale clauses with respect to the
          Mortgage
          Loans in accordance with the applicable Servicing Agreement, to the extent
          such
          clauses are enforceable. If applicable law prohibits the enforcement of
          a
          due-on-sale clause or such clause is otherwise not enforced in accordance
          with
          the applicable Servicing Agreement, and, as a consequence, a Mortgage Loan
          is
          assumed, the original Mortgagor may be released from liability in accordance
          with the applicable Servicing Agreement.

         

        
          
            
            

          

          
            58

            
              

            

          

          
            
            

          

        

        (b) If
          any
          Mortgage Loan contains a provision in the nature of a “due-on-encumbrance”
clause, which by its terms: (i) provides that such Mortgage Loan shall
          (or may
          at the mortgagee’s option) become due and payable upon the creation of any lien
          or other encumbrance on the related Mortgaged Property or (ii) requires
          the
          consent of the related mortgagee to the creation of any such lien or other
          encumbrance on the related Mortgaged Property, the Master Servicer shall
          (to the
          extent provided in the applicable Servicing Agreement) cause the related
          Servicer, on behalf of the Indenture Trustee, to exercise (or decline to
          exercise) any right it may have as the mortgagee of record with respect
          to such
          Mortgage Loan to (x) accelerate the payments thereon, or (y) withhold its
          consent to the creation of any such lien or other encumbrance, in accordance
          with the applicable Servicing Standard. 

         

        (c) The
          Master Servicer or the related Servicer, as the case may be, shall be entitled
          to approve a request from a Mortgagor for a partial release of the related
          Mortgaged Property, the granting of an easement thereon in favor of another
          Person, any alteration or demolition of the related Mortgaged Property
          or other
          similar matters if it has determined, and certified to the Indenture Trustee,
          exercising its good faith business judgment in the same manner as it would
          if it
          were the owner of the related Mortgage Loan, that the security for, and
          the
          timely and full collectibility of, such Mortgage Loan would not be adversely
          affected thereby. Any fee collected by the Master Servicer or the related
          Servicer for processing such a request will be retained by the Master Servicer
          or such Servicer as additional servicing compensation.

         

        Section
          4.15. Release
          of Mortgage Files.

         

        (a) Upon
          becoming aware of the payment in full of any Mortgage Loan, or the receipt
          by
          any Servicer of a notification that payment in full has been escrowed in
          a
          manner customary for such purposes for payment to Securityholders on the
          next
          Payment Date, the Servicer will, if required under the applicable Servicing
          Agreement, promptly notify the Indenture Trustee and the Custodian by a
          certification substantially in the form of Exhibit E hereto (which
          certification shall include a statement to the effect that all amounts
          received
          in connection with such payment that are required to be deposited in the
          Collection Account maintained by the Master Servicer pursuant to Section
          4.07
          have been or will be so deposited) of a Servicing Officer and shall request
          the
          Indenture Trustee to deliver to the applicable Servicer the related Mortgage
          File. Upon receipt of such certification and request, the Indenture Trustee
          shall promptly release (or shall cause the Custodian to promptly release)
          the
          related Mortgage File to the applicable Servicer and the Indenture Trustee
          and
          the Custodian shall have no further responsibility with regard to such
          Mortgage
          File. Upon any such payment in full, each Servicer is authorized to give,
          as
          agent for the Indenture Trustee, as the mortgagee under the Mortgage that
          secured the Mortgage Loan, an instrument of satisfaction (or assignment
          of
          mortgage without recourse) regarding the Mortgaged Property subject to
          the
          Mortgage, which instrument of satisfaction or assignment, as the case may
          be,
          shall be delivered to the Person or Persons entitled thereto against receipt
          therefor of such payment, it being understood and agreed that (unless otherwise
          expressly provided in the related Servicing Agreement) no expenses incurred
          in
          connection with such instrument of satisfaction or assignment, as the case
          may
          be, shall be chargeable to the Collection Account or any Custodial
          Account.

         

        
          
            
            

          

          
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        (b) From
          time
          to time and as appropriate for the servicing or foreclosure of any Mortgage
          Loan
          and in accordance with the Servicing Standard and the applicable Servicing
          Agreement, the Indenture Trustee shall execute such documents as shall
          be
          prepared and furnished to the Indenture Trustee by a Servicer or the Master
          Servicer (in form reasonably acceptable to the Indenture Trustee) and as
          are
          necessary to the prosecution of any such proceedings. The Indenture Trustee
          shall, upon the request of a Servicer or the Master Servicer, and delivery
          to
          the Indenture Trustee of a Request for Release signed by a Servicing Officer
          substantially in the form of Exhibit E, release the related Mortgage File
          held
          in its possession or control to the Servicer or the Master Servicer. Such
          Request for Release shall obligate the Servicer or the Master Servicer
          to return
          the Mortgage File to the Indenture Trustee or Custodian, as applicable,
          when the
          need therefor by the Servicer or the Master Servicer no longer exists unless
          the
          Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate
          of a Servicing Officer similar to that hereinabove specified, the Request
          for
          Release shall be delivered by the Indenture Trustee to the Servicer or
          the
          Master Servicer.

         

        Section
          4.16. Documents,
          Records and Funds in Possession of Master Servicer To Be Held for Indenture
          Trustee.

         

        (a) The
          Master Servicer shall transmit and each Servicer (to the extent required
          by the
          related Servicing Agreement) shall transmit to the Indenture Trustee such
          documents and instruments coming into the possession of the Master Servicer
          or
          such Servicer from time to time as are required by the terms hereof, or
          in the
          case of the Servicers, the applicable Servicing Agreement, to be delivered
          to
          the Indenture Trustee. Any funds received by the Master Servicer or by
          a
          Servicer in respect of any Mortgage Loan or which otherwise are collected
          by the
          Master Servicer or by a Servicer as Liquidation Proceeds or Insurance Proceeds
          in respect of any Mortgage Loan shall be held for the benefit of the Indenture
          Trustee and the Securityholders subject to the Master Servicer’s right to retain
          or withdraw from the Collection Account the Master Servicing Fee and other
          amounts provided in this Agreement, and to the right of each Servicer to
          retain
          its Servicing Fee and other amounts as provided in the applicable Servicing
          Agreement. The Master Servicer shall, and shall (to the extent provided
          in the
          applicable Servicing Agreement) cause each Servicer to, provide access
          to
          information and documentation in its possession regarding the Mortgage
          Loans to
          the Indenture Trustee and the Depositor, their agents and accountants at
          any
          time upon reasonable request and during normal business hours, and to
          Securityholders that are savings and loan associations, banks or insurance
          companies, the Office of Thrift Supervision, the FDIC and the supervisory
          agents
          and examiners of such Office and Corporation or examiners of any other
          federal
          or state banking or insurance regulatory authority if so required by applicable
          regulations of the Office of Thrift Supervision or other regulatory authority.
          Such access shall be afforded without charge but only upon reasonable request
          in
          writing and during normal business hours at the offices of the Master Servicer
          designated by it. In fulfilling such a request the Master Servicer shall
          not be
          responsible for determining the sufficiency of such information.

         

        (b) All
          Mortgage Files and funds collected or held by, or under the control of,
          the
          Master Servicer, in respect of any Mortgage Loans, whether from the collection
          of principal and interest payments or from Liquidation Proceeds or Insurance
          Proceeds, shall be held by the Master Servicer for and on behalf of the
          Issuer,
          the Indenture Trustee and the Securityholders and shall be and remain the
          sole
          and exclusive property of the Issuer, subject to the lien of the Indenture
          in
          favor of the Indenture Trustee; provided,
          however,
          that the
          Master Servicer and each Servicer shall be entitled to deduct from any
          such
          funds any amounts that are permitted to be withdrawn by the Master Servicer
          pursuant to Section 4.08 hereof or by such Servicer under the applicable
          Servicing Agreement.

         

        
          
            
            

          

          
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        (c) The
          Master Servicer hereby acknowledges that concurrently with the execution
          of this
          Agreement, the Indenture Trustee shall have a security interest in the
          Mortgage
          Loans and in all Mortgage Files representing such Mortgage Loans and in
          all
          funds now or hereafter held by, or under the control of, the Master Servicer
          that are collected by the Master Servicer in connection with the Mortgage
          Loans,
          whether as scheduled installments of principal and interest or as full
          or
          partial prepayments of principal or interest or as Liquidation Proceeds
          or
          Insurance Proceeds or otherwise, and in all proceeds of the foregoing and
          proceeds of proceeds (but excluding any fee or other amounts to which a
          Servicer
          is entitled under its Servicing Agreement, or the Master Servicer or the
          Depositor is entitled to hereunder); and the Master Servicer agrees that
          so long
          as the Mortgage Loans are assigned to and held by the Indenture Trustee,
          all
          documents or instruments constituting part of the Mortgage Files, and such
          funds
          relating to the Mortgage Loans which come into the possession or custody
          of, or
          which are subject to the control of, the Master Servicer shall be held
          by the
          Master Servicer for and on behalf of the Indenture Trustee as the Indenture
          Trustee’s agent and bailee for purposes of perfecting the Indenture Trustee’s
          security interest therein as provided by relevant Uniform Commercial Code
          or
          other laws.

         

        (d) The
          Master Servicer agrees that it shall not create, incur or subject any Mortgage
          Loans, or any funds that are deposited in any Custodial Account or the
          Collection Account, or any funds that otherwise are or may become due or
          payable
          to the Indenture Trustee, to any claim, lien, security interest, judgment,
          levy,
          writ of attachment or other encumbrance, nor assert by legal action or
          otherwise
          any claim or right of setoff against any Mortgage Loan or any funds collected
          on, or in connection with, a Mortgage Loan, except as otherwise expressly
          provided herein.

         

        Section
          4.17. Removal
          of Master Servicer; Resignation of Master Servicer; Term of
          Servicing.

         

        (a) If
          any of
          the following events (each, an “Event of Master Servicer Default”) shall occur
          and be continuing:

         

        (i) Any
          failure by the Master Servicer (x) to deposit to the Collection Account
          all
          collections received by the Master Servicer directly within two Business
          Days
          following the Business Day on which such amounts are deposited by the Master
          Servicer to its general account (which shall be within one Business Day
          following receipt of such amount) and are determined by the Master Servicer
          to
          relate to the Mortgage Loans or (y) to remit to the Indenture Trustee for
          deposit in the Note Distribution Account any amount required to be deposited
          therein pursuant to Section 6.04(c) hereof by the related Master Servicer
          Remittance Date; or

         

        (ii) Failure
          on the part of the Master Servicer to observe or perform any term, covenant
          or
          agreement in this Agreement (other than those covered by clause (i) above)
          or a
          failure to comply with the provisions of Accepted Master Servicing Practices,
          which failure materially and adversely affects the rights of the Holders
          of the
          Securities and which continues unremedied for [ ] days after the date on
          which
          written notice of such failure, requiring the same to be remedied, shall
          have
          been given to the Master Servicer by the Depositor, the Indenture Trustee
          or the
          Securityholders who, in the aggregate, hold Securities evidencing Voting
          Rights
          of [   ]% or more; or

         

        
          
            
            

          

          
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        (iii) Any
          proceeding shall be instituted against the Master Servicer seeking to adjudicate
          it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
          arrangement, adjustment, protection, relief, or composition of it or any
          of its
          Debts under any law relating to bankruptcy, insolvency or reorganization
          or
          relief of debtors, or seeking the entry of an order for relief or the
          appointment of a receiver, trustee, custodian or other similar official
          for it
          or for any substantial part of its property, or any of the actions sought
          in
          such proceeding (including, without limitation, the entry of an order for
          relief
          against, or the appointment of a receiver, trustee, custodian or other
          similar
          official for, it or for any substantial part of its property) shall occur;
          or

         

        (iv) The
          commencement by the Master Servicer of a voluntary case or proceeding under
          any
          applicable Federal or state bankruptcy, insolvency, reorganization or other
          similar law or of any other case or proceeding to be adjudicated bankrupt
          or
          insolvent, or the consent by it to the entry of a decree or order for relief
          in
          respect of the Master Servicer in an involuntary case or proceeding under
          any
          applicable Federal or state bankruptcy, insolvency, reorganization or other
          similar law or to the commencement of any bankruptcy or insolvency case
          or
          proceeding against it, or the filing by it of a petition or answer or consent
          seeking reorganization or relief under any applicable Federal or state
          law, or
          the consent by it to the filing of such petition or to the appointment
          of or
          taking possession by a custodian, receiver, liquidator, assignee, trustee,
          sequestrator or similar official of the Master Servicer or of any substantial
          part of its property, or the making by it of an assignment for the benefit
          of
          creditors, or the admission by it in writing of its inability to pay its
          Debts
          generally as they become due, or the taking of corporate action by the
          Master
          Servicer in furtherance of any such action; or

         

        (v) The
          Master Servicer shall fail to deliver a report expressly required by this
          Agreement, and the continuance of such failure for a period of three Business
          Days after the date upon which written notice of such failure shall have
          been
          given to the Master Servicer by the Depositor or the Indenture Trustee
          (except
          that such three Business Day period shall be deemed not to run as to any
          portion
          of such report during such time as the Master Servicer’s failure to provide such
          information is for cause or inability beyond its control and the Master
          Servicer
          provides the Indenture Trustee and the Depositor with an Officer’s Certificate
          of the Master Servicer to such effect);

         

        then
          the
          Indenture Trustee at the direction of the Required Securityholders shall,
          in
          each case by delivery to the Master Servicer of a written notice specifying
          the
          occurrence of any of the foregoing events terminate the responsibilities
          of the
          Master Servicer hereunder, without demand, protest or further notice of
          any
          kind, all of which are hereby waived by the Master Servicer; provided,
          that, in
          the event any of the events described in subsections (i)(y), (iii) or (iv)
          shall
          have occurred, termination of the duties and responsibilities of the Master
          Servicer shall automatically occur, without, demand, protest, or further
          notice
          of any kind, all of which are expressly waived by the Master Servicer;
          provided
          that in the case of a proceeding described in subsection (iii) brought
          by a
          third party and not consented to by the Master Servicer, an Event of Master
          Servicer Default shall not be deemed to have occurred until the earliest
          to
          occur of (A) the failure of the relevant court to grant the Master Servicer’s
          motion to dismiss such proceeding within [   ] days of the filing
          of such motion, (B) the denial of the Master Servicer’s motion to dismiss such
          proceeding by the relevant court, (C) the failure of the Master Servicer
          to file
          such a motion within [   ] days of the notice of the proceeding
          and (D) the subsequent withdrawal by the Master Servicer of its motion
          to
          dismiss such proceeding.

         

        
          
            
            

          

          
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        If
          an
          Event of Master Servicer Default occurs and is continuing and if the Indenture
          Trustee has actual knowledge or has received notice thereof, the Indenture
          Trustee shall give prompt written notice of thereof to the Custodian, the
          Issuer, the Depositor, the Master Servicer, the Rating Agencies and each
          Securityholder.

         

        (b) The
          Master Servicer shall not resign from the obligations and duties hereby
          imposed
          on it, except with the consent of the Depositor and the Indenture Trustee
          or
          upon determination that its duties hereunder are no longer permissible
          under
          applicable law or are in material conflict by reason of applicable law
          with any
          other activities carried on by it, the other activities of the Master Servicer
          so causing such a conflict being of a type and nature carried on by the
          Master
          Servicer at the date of this Agreement. Any such determination permitting
          the
          resignation of the Master Servicer shall be evidenced by an Opinion of
          Counsel
          to the effect that such duties are not so permissible (the cost of which
          shall
          be borne by the Master Servicer) to such effect which shall be delivered
          to the
          Indenture Trustee, the Depositor, the Rating Agencies and the
          Securityholders.

         

        (c) Except
          as
          may be required by law, no resignation of the Master Servicer shall become
          effective until a Successor Master Servicer shall have assumed all of the
          Master
          Servicer’s responsibilities and obligations hereunder.

         

        (d) If
          the
          Master Servicer is removed or resigns and the Indenture Trustee does not
          appoint
          a Successor Master Servicer in accordance with Section 4.13 hereof, then
          the
          Indenture Trustee shall become the Successor Master Servicer. The Indenture
          Trustee shall be entitled to reimbursement from the predecessor Master
          Servicer
          for the costs and expenses of the Indenture Trustee related to a termination
          of
          the Master Servicer, the appointment of a successor Master Servicer or
          the
          transfer and assumption of servicing by the Indenture Trustee, as Successor
          Master Servicer, each due to an Event of Master Servicer Default. To the
          extent
          that such costs and expenses of the Indenture Trustee are not fully and
          timely
          reimbursed by the predecessor Master Servicer, the Indenture Trustee shall
          be
          entitled to reimbursement of such costs and expenses from the Collection
          Account
          in accordance with Section 4.08(x).

         

        (e) Any
          collections received by the Master Servicer after removal or resignation
          shall
          be endorsed by it and remitted directly and immediately to the Successor
          Master
          Servicer. The Master Servicer shall be entitled to receive the Master Servicing
          Fee through the day on which it is terminated as Master Servicer (which
          may be
          pro rated for a partial month).

         

        To
          the
          extent that the Master Servicer, at the time of its removal or resignation,
          has
          theretofore expended any amounts as Advances with respect to any Mortgage
          Loan,
          which Advances remain Outstanding Advances as of such date, the Master
          Servicer
          shall thereafter be entitled to receive from the Successor Master Servicer,
          monthly, such information as may be generated by the Successor Master Servicer
          as may be reasonably necessary to enable the Master Servicer to monitor
          the
          recovery of, and collection efforts undertaken with respect to, such Outstanding
          Advances, which information will include details of collection activities,
          payment records and trial balances. To the extent that the Successor Master
          Servicer receives any amounts which relate to reimbursement for Outstanding
          Advances made by the prior Master Servicer, such amounts shall be remitted
          to
          the prior Master Servicer on the related Payment Date. To the extent that
          the
          Master Servicer, based upon the information supplied by the Successor Master
          Servicer, believes that any discrepancies exist between actual Outstanding
          Advances received by the Successor Master Servicer and the amounts forwarded
          to
          the Master Servicer as recovered Outstanding Advances, the Master Servicer
          and
          the Successor Master Servicer shall attempt in good faith to reconcile
          such
          discrepancies.

         

        
          
            
            

          

          
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        (f) The
          Master Servicer agrees to cooperate reasonably with the Successor Master
          Servicer in effecting the termination of the Master Servicer’s servicing
          responsibilities and rights hereunder and shall promptly provide to the
          Successor Master Servicer all documents and records reasonably requested
          by it
          to enable it to assume the Master Servicer’s functions hereunder and shall
          promptly also transfer to the Successor Master Servicer all amounts which
          then
          have been or should have been deposited in the Collection Account, or which
          are
          thereafter received with respect to the Mortgage Loans. The Successor Master
          Servicer shall not be held liable for any acts or omissions of the prior
          Master
          Servicer or by reason of any failure to make, or any delay in making, any
          distribution hereunder or any portion thereof caused by (i) the failure
          of the
          Master Servicer to deliver, or any delay in delivering, cash, documents
          or
          records to it, or (ii) restrictions imposed by any regulatory authority
          having
          jurisdiction over the Master Servicer. The Master Servicer shall reimburse
          the
          Successor Master Servicer for its reasonable costs and expenses associated
          with
          the transfer of the master servicing following resignation of the Master
          Servicer or termination of the Master Servicer pursuant to this Section
          4.17.

         

        Section
          4.18. [Reserved]

         

        Section
          4.19. Standard
          Hazard and Flood Insurance Policies.

         

        For
          each
          Mortgage Loan, the Master Servicer shall enforce any obligation of the
          Servicer
          under the related Servicing Agreement to maintain or cause to be maintained
          standard fire and casualty insurance and, where applicable, flood insurance,
          all
          in accordance with the provisions of the related Servicing Agreement. It
          is
          understood and agreed that such insurance shall be with insurers meeting
          the
          eligibility requirements set forth in the applicable Servicing Agreement
          and
          that no earthquake or other additional insurance is to be required of any
          Mortgagor or to be maintained on any REO Property, other than pursuant
          to such
          applicable laws and regulations as shall at any time be in force and as
          shall
          require such additional insurance.

         

        Pursuant
          to Section 4.07, any amounts collected by the Master Servicer, or remitted
          to
          the Master Servicer by any Servicer, under any insurance policies maintained
          pursuant to this Section 4.19 (other than amounts to be applied to the
          restoration or repair of the property subject to the related Mortgage or
          released to the Mortgagor in accordance with the applicable Servicing Agreement)
          shall be deposited into the Collection Account, subject to withdrawal pursuant
          to Section 4.08. Any cost incurred by the Master Servicer or any Servicer
          in
          maintaining any such insurance if the Mortgagor defaults in its obligation
          to do
          so shall be added to the amount owing under the Mortgage Loan where the
          terms of
          the Mortgage Loan so permit; provided,
          however,
          that the
          addition of any such cost shall not be taken into account for purposes
          of
          calculating the distributions to be made to Securityholders and shall be
          recoverable by the Master Servicer or such Servicer pursuant to Section
          4.08.

         

        
          
            
            

          

          
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        Section
          4.20. Presentment
          of Claims and Collection of Proceeds.

         

        The
          Master Servicer shall (subject to Section 4.01 and to the extent provided
          in the
          applicable Servicing Agreement) cause the related Servicer to prepare and
          present on behalf of the Indenture Trustee and the Securityholders all
          claims
          under the Insurance Policies and take such actions (including the negotiation,
          settlement, compromise or enforcement of the insured’s claim and compliance with
          any applicable requirements of FHA or VA) as shall be necessary to realize
          recovery under such policies. Any proceeds disbursed to the Master Servicer
          (or
          disbursed to a Servicer and remitted to the Master Servicer) in respect
          of such
          policies, bonds or contracts shall be promptly deposited in the Collection
          Account upon receipt, except that any amounts realized that are to be applied
          to
          the repair or restoration of the related Mortgaged Property as a condition
          precedent to the presentation of claims on the related Mortgage Loan to
          the
          insurer under any applicable Insurance Policy need not be so deposited
          (or
          remitted).

         

        Section
          4.21. Maintenance
          of the Primary Mortgage Insurance Policies.

         

        (a) Subject
          to Section 4.01, the Master Servicer shall not take, or knowingly permit
          any
          Servicer (to the extent such action is prohibited under the applicable
          Servicing
          Agreement) to take, any action that would result in non-coverage under
          any
          applicable Primary Mortgage Insurance Policy of any loss which, but for
          the
          actions of such Master Servicer or Servicer, would have been covered thereunder.
          The Master Servicer shall, subject to Section 4.01, use its reasonable
          best
          efforts to cause each Servicer (to the extent required under the related
          Servicing Agreement) to keep in force and effect (to the extent that the
          Mortgage Loan requires the Mortgagor to maintain such insurance), primary
          mortgage insurance applicable to each Mortgage Loan in accordance with
          the
          provisions of this Agreement and the related Servicing Agreement, as applicable.
          The Master Servicer shall not, and shall not knowingly permit any Servicer
          (to
          the extent required under the related Servicing Agreement) to, cancel or
          refuse
          to renew any such Primary Mortgage Insurance Policy that is in effect at
          the
          date of the initial issuance of the Mortgage Note and is required to be
          kept in
          force hereunder except in accordance with the provisions of this Agreement
          and
          the related Servicing Agreement, as applicable.

         

        (b) The
          Master Servicer agrees, subject to Section 4.01, to present, or to cause
          each
          Servicer (to the extent required under the related Servicing Agreement)
          to
          present, on behalf of the Indenture Trustee and the Securityholders, claims
          to
          the insurer under any Primary Mortgage Insurance Policies and, in this
          regard,
          to take such reasonable action as shall be necessary to permit recovery
          under
          any Primary Mortgage Insurance Policies respecting defaulted Mortgage Loans.
          Pursuant to Section 4.07, any amounts collected by the Master Servicer
          or
          remitted to the Master Servicer by any Servicer under any Primary Mortgage
          Insurance Policies shall be deposited in the Collection Account, subject
          to
          withdrawal pursuant to Section 4.08.

         

        
          
            
            

          

          
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        Section
          4.22. Indenture
          Trustee To Retain Possession of Certain Insurance Policies and
          Documents.

         

        The
          Indenture Trustee or the Custodian shall retain possession and custody
          of the
          originals of the Primary Mortgage Insurance Policies or certificate of
          insurance, if applicable, and any certificates of renewal as to the foregoing
          as
          may be issued from time to time as contemplated by this Agreement. Until
          all
          amounts distributable in respect of the Mortgage Notes have been distributed
          in
          full and the Master Servicer otherwise has fulfilled its obligations under
          this
          Agreement, the Indenture Trustee or the Custodian shall also retain possession
          and custody of each Mortgage File in accordance with and subject to the
          terms
          and conditions of this Agreement. The Master Servicer shall promptly deliver
          or
          cause to be delivered to the Indenture Trustee upon the execution or receipt
          thereof the originals of the Primary Mortgage Insurance Policies and any
          certificates of renewal thereof, and such other documents or instruments
          that
          constitute portions of the Mortgage File that come into the possession
          of the
          Master Servicer from time to time.

         

        Section
          4.23. Realization
          Upon Defaulted Mortgage Loans.

         

        The
          Master Servicer shall, subject to Section 4.01, cause each Servicer (to
          the
          extent required under the related Servicing Agreement) to use its reasonable
          best efforts to foreclose upon, repossess or otherwise comparably convert
          the
          ownership of Mortgaged Properties securing such of the Mortgage Loans as
          come
          into and continue in default and as to which no satisfactory arrangements
          can be
          made for collection of delinquent payments, all in accordance with the
          applicable Servicing Agreement.

         

        Section
          4.24. Compensation
          to the Master Servicer.

         

        The
          Master Servicer shall be entitled either (a) to pay itself the Master Servicing
          Fee in respect of remittances from the Servicers prior to the deposit of
          such
          payment in the Collection Account or (b) to withdraw from the Collection
          Account, subject to Section 4.08, the Master Servicing Fee. Servicing
          compensation in the form of assumption fees, if any, late payment charges,
          as
          collected, if any, or otherwise (but not including any prepayment premium
          or
          penalty or yield maintenance payment) shall be retained by the Master Servicer
          (or the applicable Servicer) and shall not be deposited in the Collection
          Account. In addition, the Master Servicer will be entitled to retain any
          Net
          Prepayment Interest Excess. If the Master Servicer does not retain or withdraw
          the Master Servicing Fee from the Collection Account as provided herein,
          the
          Master Servicer shall be entitled to direct the Indenture Trustee to pay
          the
          Master Servicing Fee to the Master Servicer by withdrawal from the Note
          Distribution Account to the extent that payments have been received with
          respect
          to the applicable Mortgage Loan. The Master Servicer shall be required
          to pay
          all expenses incurred by it in connection with its activities hereunder
          and
          shall not be entitled to reimbursement therefor except as provided in this
          Agreement. Pursuant to Section 4.07 all income and gain realized from any
          investment of funds in the Collection Account shall be for the benefit
          of the
          Master Servicer as additional compensation.

         

        The
          Master Servicing Fee for each Payment Date shall be reduced as provided
          in
          Section 6.10.

         

        
          
            
            

          

          
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        Section
          4.25. REO
          Property.

         

        (a) In
          the
          event the Trust acquires ownership of any REO Property in respect of any
          Mortgage Loan, the deed or certificate of sale shall be issued to the Indenture
          Trustee, or to its nominee, on behalf of the related Securityholders. The
          Master
          Servicer shall use its reasonable best efforts, subject to Section 4.01
          and to
          the extent provided in the applicable Servicing Agreement, to cause the
          applicable Servicer to sell any REO Property as expeditiously as possible
          and in
          accordance with the provisions of this Agreement and the related Servicing
          Agreement, as applicable. The Master Servicer shall, subject to Section
          4.01,
          cause the applicable Servicer to protect and conserve such REO Property
          in the
          manner and to the extent required by the applicable Servicing
          Agreement.

         

        (b) The
          Master Servicer shall, subject to Section 4.01 and to the extent required
          by the
          related Servicing Agreement, cause the Servicer to deposit all funds collected
          and received in connection with the operation of any REO Property in the
          Collection Account.

         

        (c) The
          Master Servicer and the applicable Servicer, upon the final disposition
          of any
          REO Property, shall be entitled to reimbursement for any related Outstanding
          Advances and other unreimbursed advances from Liquidation Proceeds received
          in
          connection with the final disposition of such REO Property; provided, that
          any
          such Outstanding Advances may be reimbursed or paid, as the case may be,
          prior
          to final disposition, out of any net rental income or other net amounts
          derived
          from such REO Property.

         

        (d) The
          Liquidation Proceeds from the final disposition of the REO Property, net
          of any
          payment to the Master Servicer and the applicable Servicer as provided
          above
          shall be deposited in the Collection Account on or prior to the Determination
          Date in the month following receipt thereof and be remitted by wire transfer
          in
          immediately available funds to the Indenture Trustee for deposit into the
          Note
          Distribution Account on the next succeeding Master Servicer Remittance
          Date.

         

        Section
          4.26. Delinquency
          Advances and Servicing Advances.

         

        (a) Not
          later
          than 12:00 noon [       ] time on each Master
          Servicer Remittance Date, the Master Servicer, except as otherwise stated
          herein, shall advance funds (each such advance, a “Delinquency Advance”) to the
          Note Distribution Account in the amount of any Monthly Payment that is
          due
          during the related Due Period and not received by the Master Servicer from
          the
          related Servicer as of the related Determination Date; provided,
          however,
          that the
          Master Servicer will not be required to make any such Delinquency Advance
          (i) if
          the related Mortgage is listed on Schedule I-J hereto or (ii) if the Master
          Servicer determines in reasonable good faith that such Delinquency Advance
          would
          be a Non-Recoverable Advance. Such determination by the Master Servicer
          will be
          evidenced by a certificate signed by a Servicing Officer delivered to the
          Indenture Trustee no later than such Master Servicer Remittance Date for
          the
          related Payment Date. Each Delinquency Advance shall increase the Outstanding
          Advances with respect to the related Mortgage Loan. The Master Servicer
          shall be
          permitted to fund Delinquency Advances from its own funds, and from amounts
          then
          on deposit in the Collection Account in excess of the Total Distribution
          Amount
          for the related Master Servicer Remittance Date.

         

        
          
            
            

          

          
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        (b) The
          Master Servicer may recover Delinquency Advances (i) from the Collection
          Account
          out of collections on the Mortgage Loan whose delinquency gave rise to
          such
          Delinquency Advance subsequent to the related Due Period, from Liquidation
          Proceeds and/or Insurance Proceeds recovered on account of such Mortgage
          Loan to
          the extent of the amount of such Delinquency Advance prior to, or after,
          the
          deposit of such Liquidation Proceeds and/or Insurance Proceeds in the Collection
          Account and (ii) from the Collection Account generally, if such Delinquency
          Advance has been determined to be a Non-Recoverable Advance.

         

        (c) The
          Master Servicer, to the extent the Master Servicer becomes the successor
          to a
          Servicer pursuant to Section 4.10 and to the extent required by the related
          Servicing Agreement, will advance all “out-of-pocket” costs and expenses
          incurred in the performance of its servicing obligations with respect to
          defaulted Mortgage Loans, including, but not limited to, the cost of (i)
          Preservation Expenses, (ii) any enforcement or judicial proceedings, including
          foreclosures, and any reasonable legal expenses in connection with the
          assertion
          by a Mortgagor of any claim or defense that the Mortgagor may have had
          against
          the originator in connection with the sale, financing or construction of
          such
          Mortgagor’s home and which the Mortgagor asserts against the Master Servicer and
          (iii) the management and liquidation of REO Property, but shall only pay
          such
          costs and expenses to the extent the Master Servicer reasonably believes
          such
          costs and expenses will be recovered from the related Mortgage Loan and
          will
          increase Net Liquidation Proceeds on the related Mortgage Loan. Each such
          expenditure, if customary and reasonable, and exclusive of overhead, will
          constitute a “Servicing Advance.” The Master Servicer may recover a Servicing
          Advance from the Mortgagor to the extent permitted by the related Mortgage
          Loan,
          from the Collection Account out of collections on the related Mortgage
          Loan,
          from Liquidation Proceeds realized upon the liquidation of the related
          Mortgage
          Loan, from Insurance Proceeds collected with respect to the related Mortgage
          Loan prior to, or after, the deposit of such Liquidation Proceeds and/or
          Insurance Proceeds in the Collection Account or, if such Liquidation Proceeds
          and Insurance Proceeds are insufficient to reimburse the Master Servicer
          for
          such Servicing Advance, from the Collection Account.

         

        Section
          4.27. Master
          Servicer Reports.

         

        To
          the
          extent the Master Servicer receives timely information from each Servicer
          not
          later than 2:00 p.m. [       ] time two
          Business Days prior to each Payment Date, the Master Servicer shall deliver
          or
          cause to be delivered to the Indenture Trustee the related Master Servicer’s
          Monthly Report which shall contain (i) a summary report of Mortgage Loan
          payment
          activity for such month, (ii) delinquency summary reports for Mortgage
          Loans
          with respect to which scheduled payments due in such month were not made,
          (iii)
          an itemization by category of all amounts to be paid on the Payment Date
          and
          (iv) such other information as is necessary for the Indenture Trustee to
          report
          items in Sections 6.08(a) and (b); provided,
          however,
          that
          the Master Servicer shall provide the information detailed in clauses (iii)
          and
          (v) above with respect to the assets of the Trust Assets other than the
          Mortgage
          Loans only to the extent that it receives such information in a timely
          manner
          from the parties that are required to provide such information to the Master
          Servicer. In the event the Master Servicer does not receive timely information
          from each Servicer, the Master Servicer shall deliver or cause to be delivered
          the Master Servicer’s Monthly Report to the Indenture Trustee within [one]
          Business Day following the Master Servicer’s receipt of the necessary
          information.

         

        
          
            
            

          

          
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        Section
          4.28. Annual
          Statements as to Compliance.

         

        (a) The
          Master Servicer shall deliver to the Depositor and the Indenture Trustee
          on or
          before March 1 of each applicable calendar year, commencing in 20[ ], an
          Officer’s Certificate stating, as to the signer thereof, that (i) a review of
          the activities of the Master Servicer during the preceding fiscal year
          and of
          the performance of the Master Servicer under this Agreement has been made
          under
          such officer’s supervision and (ii) to the best of such officer’s knowledge,
          based on such review, the Master Servicer has fulfilled all of its material
          obligations under this Agreement throughout such year, or, if there has
          been a
          material default in the fulfillment of any such obligation, specifying
          each such
          default known to such officer and the nature and status thereof. Upon request,
          the Indenture Trustee shall forward a copy of each such statement to each
          Rating
          Agency and each Underwriter.

         

        (b) On
          or
          before March 1 of each calendar year, the Master Servicer shall deliver
          to the
          Depositor and the Indenture Trustee a report regarding its assessment of
          compliance with the servicing criteria specified in paragraph (d) of Item
          1122
          of Regulation AB (§ 229.1122(d)), as of and for the period ending the end of
          each fiscal year, with respect to asset-backed security transactions taken
          as a
          whole involving the Master Servicer, and that are backed by the same asset
          type
          as the Mortgage Loans. Each such report shall include all of the statements
          required under paragraph (a) of Item 1122 of Regulation AB (§
229.1122(a)).

         

        (c) Copies
          of
          such statements shall be provided to any Securityholder upon request, by
          the
          Master Servicer or by the Indenture Trustee at the Master Servicer’s expense if
          the Master Servicer failed to provide such copies (unless (i) the Master
          Servicer shall have failed to provide the Indenture Trustee with such statement
          or (ii) the Indenture Trustee shall be unaware of the Master Servicer’s failure
          to provide such statement.

         

        (d) The
          Master Servicer shall promptly notify the Depositor and
          the
          Indenture Trustee (i)
          of
          any legal proceedings pending against the Master Servicer of the type described
          in Item 1117 (§
          229.1117) of
          Regulation AB and (ii) if the Master Servicer shall become (but only to
          the
          extent not previously disclosed to the Indenture Trustee and the Depositor)
          at
          any time an affiliate of any of the Seller, the Indenture Trustee or any
          Servicer, Subservicer, Subcontractor or “Originator” contemplated by Item 1110
(§
          229.1110) of
          Regulation AB, any significant obligor contemplated by Item 1112 (§
          229.1112) of
          Regulation AB, any enhancement or support provider contemplated by Items
          1114 or
          1115 (§§
          229.1114-1115) of
          Regulation AB or any other material party to the Trust contemplated by
          Item
          1100(d)(1) (§
          229.1100(d)(1)) of
          Regulation AB.

         

        Section
          4.29. Annual
          Independent Public Accountants’ Servicing Statement; Financial
          Statements.

         


          On
            or
            before March 1 of each calendar year, the Master Servicer shall deliver
            to the
            Trustee and the Depositor a report by a registered public accounting
            firm that
            attests to, and reports on, the assessment made by the Master Servicer
            pursuant
            to Section 4.28(b). Such report shall be made in accordance with standards
            for
            attestation engagements issued or adopted by the Public Company Accounting
            Oversight Board.


         

        
          
            
            

          

          
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        Section
          4.30. Merger
          or Consolidation.

         

        Any
          Person into which the Master Servicer may be merged or consolidated, or
          any
          Person resulting from any merger, conversion, other change in form or
          consolidation to which the Master Servicer shall be a party, or any Person
          succeeding to the business of the Master Servicer, shall be the successor
          to the
          Master Servicer hereunder, without the execution or filing of any paper
          or any
          further act on the part of any of the parties hereto, anything herein to
          the
          contrary notwithstanding; provided,
          however,
          that the
          successor to the Master Servicer shall be a Person that shall be qualified
          and
          approved to service mortgage loans for FNMA, FHLMC, FHA and VA and shall
          have a
          net worth of not less than $[   ]. 

         

        Section
          4.31. Reports
          filed with the Securities and Exchange Commission.

         


          (a) The
            Depositor shall prepare or cause to be prepared the initial current report
            on
            Form 8-K. Thereafter, within 10 days (or, if applicable, within such
            shorter
            period of time as is required under the SEC Rules), the Master Servicer
            shall,
            in accordance with industry standards, sign on behalf of the Depositor
            and file
            with the Commission via the Electronic Data Gathering and Retrieval System
            (EDGAR), a Form 10-D with (i) a copy of the statement to the Securityholders
            for
            such Payment Date and (ii) such other information as is required by Form
            10-D,
            including, but not limited to, the information required by Item 1121
            (§229.1121)
            of Regulation AB, so long as such information is made available to the
            Master
            Servicer in a format compatible with EDGAR filing requirements. The Master
            Servicer shall have no responsibility to file any items other than those
            specified in this Section; provided,
            however,
            the
            Master Servicer shall cooperate with the Depositor in connection with
            any
            additional filings with respect to the Trust as the Depositor deems necessary
            under the Exchange Act. The Master Servicer shall be entitled to reimbursement
            from the Trust for any expenses incurred in connection with such additional
            filings. Prior to January 30, 20[ ], if at the beginning of fiscal year
            [ ], the
            Notes of each Class are held of record by less than 300 persons, the
            Master
            Servicer shall, in accordance with Section 15(d) of the Exchange Act,
            sign on
            behalf of the Depositor and file a Form 15 Suspension Notification with
            respect
            to the Trust, if applicable. The Master Servicer shall, as promptly as
            practicable, prepare and deliver to the Depositor (or such Person as
            the
            Depositor shall designate) a Form 10-K, in substance conforming to industry
            standards, with respect to the Trust. On or prior to March 20,
            20[    ] (provided that the executed Form 10-K and Form 10-K
            Certification are timely returned to it by the signing party), the Master
            Servicer shall file (but will not execute) such Form 10-K. The Form 10-K
            shall
            include (w) the certification required pursuant to Rule 13a-14 under
            the
            Exchange Act (the “Form 10-K Certification”) signed by an appropriate officer of
            the Depositor (which Form 10-K Certification the Master Servicer shall
            not be
            required to sign), (x) the annual certifications delivered by the Indenture
            Trustee, the Administrator, the Master Servicer and each Servicer, Subservicer
            or Subcontractor pursuant to this Agreement, the Servicing Agreements
            and any
            Subservicing Agreements, (y) the related public accounting firm attestation
            reports and (z) such other information as is required by SEC Rules and
            Regulation AB. If
            any
            party’s report on assessment of compliance with servicing criteria required
            by
            clause (x) in the immediately preceding sentence, or the related public
            accounting firm attestation report required by clause (y) in the immediately
            preceding sentence, identifies any material instance of noncompliance
            with the
            servicing criteria specified in paragraph (d) of Item 1122 of Regulation
            AB
            (§229.1122(d)), the Master Servicer shall identify the material instance
            of
            noncompliance in such report in the Form 10-K; and in the event that
            the Master
            Servicer is unable to include any report required by either clause (x)
            or (y) of
            the immediately preceding sentence in the form 10-K, the Master Servicer
            shall
            disclose such fact in the form 10-K together with an explanation as to
            why such
            report is not included as an exhibit in the Form 10-K. The Master Servicer
            shall
            have no liability for any delay in filing the Form 10-D, Form 10-K or
            Form 10-K
            Certification due to the failure of any party to sign such Form 10-D,
            Form 10-K,
            or Form 10-K certification. The Depositor agrees to promptly furnish
            to the
            Master Servicer, from time to time upon request, such further information,
            reports, and financial statements within its control related to this
            Agreement
            and the Mortgage Loans as the Master Servicer reasonably deems appropriate
            to
            prepare and file all necessary reports, and financial statements within
            its
            control related to this Agreement and the Mortgage Loans as the Master
            Servicer
            reasonably deems appropriate to prepare and file all necessary reports
            with the
            Commission. The Master Servicer shall have no responsibility to file
            any items
            other than those specified in this Section.


         

        
          
            
            

          

          
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        (b) If
          so
          requested, the Master Servicer shall sign a certification (in the form
          attached
          hereto as Exhibit M) for the benefit of the Person(s) signing the Form
          10-K
          Certification regarding certain aspects of such Form 10-K Certification
          (provided, however, that the Master Servicer shall not be required to undertake
          an analysis of the accountant’s report attached as an exhibit to the Form
          10-K).

         

        Section
          4.32. Assignment
          or Delegation of Duties by the Master Servicer.

         

        Except
          as
          expressly provided herein, the Master Servicer shall not assign or transfer
          any
          of its rights, benefits or privileges hereunder to any other Person, or
          delegate
          to or subcontract with, or authorize or appoint any other Person to perform
          any
          of the duties, covenants or obligations to be performed by the Master Servicer
          hereunder; provided,
          however,
          that the
          Master Servicer shall have the right without the prior written consent
          of the
          Indenture Trustee, the Depositor or the Rating Agencies to delegate or
          assign to
          or subcontract with or authorize or appoint an Affiliate of the Master
          Servicer
          to perform and carry out any duties, covenants or obligations to be performed
          and carried out by the Master Servicer hereunder. In no case, however,
          shall any
          such delegation, subcontracting or assignment to an Affiliate of the Master
          Servicer relieve the Master Servicer of any liability hereunder. Notice
          of such
          permitted assignment shall be given promptly by the Master Servicer to
          the
          Depositor and the Indenture Trustee. If, pursuant to any provision hereof,
          the
          duties of the Master Servicer are transferred to a Successor Master Servicer,
          the entire amount of the Master Servicing Fee and other compensation payable
          to
          the Master Servicer pursuant hereto after the date of such transfer, including
          amounts payable to or permitted to be retained or withdrawn by the Master
          Servicer pursuant to Section 4.24 hereof, shall thereafter be payable to
          such
          Successor Master Servicer.

         

        Notwithstanding
          anything to the contrary set forth herein, as a condition to the utilization
          of
          any Subservicer or Subcontractor determined to be “participating in the
          servicing function” within the meaning of Item 1122, the Master Servicer shall
          obtain from any such Subservicer or Subcontractor used by the Master Servicer
          for the benefit of the Depositor a written agreement from such Subservicer
          or
          Subcontractor (in form and substance satisfactory to the Depositor) to
          comply
          with the provisions of Sections 4.28 and 4.29 of this Agreement to the
          same
          extent as if such Subservicer or Subcontractor were the Master
          Servicer.

         

        
          
            
            

          

          
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        Section
          4.33. Limitation
          on Liability of the Master Servicer and Others.

         

        Neither
          the Master Servicer nor any of the directors, officers, employees or agents
          of
          the Master Servicer shall be under any liability to the Indenture Trustee,
          the
          Custodian, the Depositor or the Securityholders for any action taken or
          for
          refraining from the taking of any action in good faith pursuant to this
          Agreement, or for errors in judgment; provided,
          however,
          that
          this provision shall not protect the Master Servicer or any such person
          against
          any liability that would otherwise be imposed by reason of willful misfeasance,
          bad faith or negligence in its performance of its duties or by reason of
          reckless disregard for its obligations and duties under this Agreement.
          The
          Master Servicer and any director, officer, employee or agent of the Master
          Servicer may rely in good faith on any document of any kind prima facie
          properly
          executed and submitted by any Person respecting any matters arising hereunder.
          The Master Servicer shall be under no obligation to appear in, prosecute
          or
          defend any legal action that is not incidental to its duties to master
          service
          the Mortgage Loans in accordance with this Agreement and that in its opinion
          may
          involve it in any expense or liability; provided,
          however,
          that the
          Master Servicer may in its sole discretion undertake any such action that
          it may
          deem necessary or desirable in respect to this Agreement and the rights
          and
          duties of the parties hereto and the interests of the Securityholders hereunder.
          In such event, the legal expenses and costs of such action and any liability
          resulting therefrom shall be expenses, costs and liabilities of the Trust
          and
          the Master Servicer shall be entitled to be reimbursed therefor out of
          the
          Collection Account as provided in Section 4.08.

         

        The
          Master Servicer shall not be liable for any acts or omissions of any Servicer
          except to the extent the Trust incurs damages or expenses as a result of
          such
          act or omissions and such damages and expenses would not have been incurred
          but
          for the negligence, willful misfeasance, bad faith or recklessness of the
          Master
          Servicer in supervising, monitoring and overseeing the obligations of the
          Servicers in accordance with Section 4.01 hereof. 

         

        Section
          4.34. Transfer
          of Servicing.

         

        The
          Servicing Rights Owner shall provide written notice to the Indenture Trustee
          and
          the Master Servicer thirty days prior to any transfer or assignment by
          the
          Servicing Rights Owner of its rights under any Servicing Agreement or of
          the
          servicing thereunder or delegation of its rights or duties thereunder or
          any
          portion thereof to any other Person. In addition, the transfer or assignment
          of
          rights and delegation of duties under any Servicing Agreement or the transfer
          of
          the servicing thereunder to a successor servicer (whether by the Servicing
          Rights Owner or the Master Servicer) shall be subject to the following
          conditions:

         

        (a) Such
          successor servicer must satisfy the seller/servicer eligibility standards
          in the
          applicable Servicing Agreement and must be reasonably acceptable to the
          Master
          Servicer, whose approval shall not be unreasonably withheld;

         

        (b) Such
          successor servicer must execute and deliver to the Indenture Trustee and
          the
          Master Servicer an agreement, in form and substance reasonably satisfactory
          to
          the Indenture Trustee and the Master Servicer, that contains an assumption
          by
          such successor servicer of the due and punctual performance and observance
          of
          each covenant and condition to be performed and observed by the Servicer
          under
          the applicable Servicing Agreement;

         

        
          
            
            

          

          
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        (c) There
          must be delivered to the Indenture Trustee and the Master Servicer a letter
          from
          each Rating Agency to the effect that such transfer of servicing will not
          result
          in a qualification, withdrawal or downgrade of the then-current rating
          of any of
          the Notes; provided,
          however,
          that
          this requirement shall not apply to any transfer of servicing to
          [          ] or to a successor
          servicer that is, prior to the date of such transfer, a Servicer of Mortgage
          Loans;

         

        (d) The
          Servicing Rights Owner shall, at its cost and expense, take such steps,
          or cause
          the terminated Servicer to take such steps, as may be necessary or appropriate
          to effectuate and evidence the transfer of the servicing of the related
          Mortgage
          Loans to such successor servicer, including, but not limited to, the following:
          (i) to the extent required by the terms of the Mortgage Loans and by applicable
          federal and state laws and regulations, the Servicing Rights Owner shall
          cause
          the prior Servicer to timely mail to each obligor under a Mortgage Loan
          any
          required notices or disclosures describing the transfer of servicing of
          the
          Mortgage Loans to the successor servicer; (ii) prior to the effective date
          of
          such transfer of servicing, the Servicing Rights Owner shall cause the
          prior
          Servicer to transmit to any related insurer notification of such transfer
          of
          servicing; (iii) on or prior to the effective date of such transfer of
          servicing, the Servicing Rights Owner shall cause the prior Servicer to
          deliver
          to the successor servicer all related loan documents and any related records
          or
          materials; (iv) on or prior to the effective date of such transfer of servicing,
          the Servicing Rights Owner shall cause the prior Servicer to transfer to
          the
          successor servicer, or, if such transfer occurs after a Servicer Remittance
          Date
          but before the next succeeding Master Servicer Remittance Date, to the
          Master
          Servicer, all funds held by the Servicer in respect of the Mortgage Loans;
          (v)
          on or prior to the effective date of such transfer of servicing, the Servicing
          Rights Owner shall cause the prior Servicer to, after the effective date
          of the
          transfer of servicing to the successor servicer, continue to forward to
          such
          successor servicer, within one Business Day of receipt, the amount of any
          payments or other recoveries received by the prior Servicer, and to notify
          the
          successor servicer of the source and proper application of each such payment
          or
          recovery; and (vi) the Servicing Rights Owner shall cause the prior Servicer
          to,
          after the effective date of transfer of servicing to the successor servicer,
          continue to cooperate with the successor servicer to facilitate such transfer
          in
          such manner and to such extent as the successor servicer may reasonably
          request;

         

        (e) In
          the
          event that the Servicing Rights Owner transfers its servicing rights under
          the
          applicable Servicing Agreement, any successor Servicing Rights Owner of
          the
          servicing rights shall acknowledge in writing that it is subject to the
          provisions of Section 4.06 in respect of the obligations of the Seller
          thereunder and Section 4.34 of this Agreement; and

         

        (f) Prior
          to
          amending any Servicing Agreement or consenting to any amendment or modification
          thereof, the Servicing Rights Owner shall obtain the prior written consent
          of
          the Master Servicer and the Indenture Trustee (such consent to be not
          unreasonably withheld).

         

        
          
            
            

          

          
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        ARTICLE
          V

         

        [RESERVED]

         

        ARTICLE
          VI

         

        DEPOSITS
          AND DISTRIBUTIONS

         

        Section
          6.01. Rights
          of the Holders.

         

        Amounts
          held by the Indenture Trustee for future distribution to the Securityholders,
          including, without limitation, amounts in the Collection Account, any Government
          Securities Account, Note Distribution Account and Certificate Distribution
          Account, shall not be distributed except in accordance with the terms of
          this
          Agreement.

         

        Section
          6.02. Establishment
          of Trust Accounts and Certificate Distribution Account. 

         

        (a) (i) The
          Master Servicer shall establish and maintain in the name of the Securities
          Intermediary the Collection Account as provided in Section 4.07, which
          account
          shall be pledged to the Indenture Trustee for the benefit of the
          Noteholders.

         

        (ii) The
          Indenture Trustee, for the benefit of the Noteholders, shall establish
          and
          maintain in the name of the Securities Intermediary an Eligible Account
          (the
“Note Distribution Account”), which account shall be pledged to the Indenture
          Trustee and shall bear a designation clearly indicating that the funds
          deposited
          therein are held for the benefit of the Noteholders.

         

        (iii) [Reserved]

         

        (iv) The
          Indenture Trustee, for the benefit of the Certificateholders, shall establish
          and maintain in the name of the Owner Trustee an Eligible Account (the
          “Certificate Distribution Account”), bearing a designation clearly indicating
          that the funds deposited therein are held for the benefit of the
          Certificateholders.

         

        
          
            
            

          

          
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        (b) (i) Funds
          on
          deposit in the Collection Account, any Government Securities Account, any
          Reserve Fund, [the Pre-Funding Account, the Capitalized Interest Account,]
          [the
          Revolving Account] and the Note Distribution Account (each, a “Trust Account”),
          and funds in the Certificate Distribution Account, may be invested, and
          if
          invested shall be invested in Eligible Investments at the direction of
          the
          Master Servicer, in the case of the Collection Account, and otherwise at
          the
          direction of the Depositor, and such investments shall not be sold or disposed
          of prior to their maturity. All such investments shall be made in the name
          of
          the Indenture Trustee in the manner provided herein. Subject to paragraph
          (b)(ii) below, funds on deposit in the Trust Accounts and the Certificate
          Distribution Account, if invested, shall be invested (1) in Eligible Investments
          selected (x) in the case of the Collection Account, by the Master Servicer
          and
          (y) in the case of the Note Distribution Account and the Certificate
          Distribution Account, by the Depositor or (2) by an investment manager
          in
          Eligible Investments selected by such investment manager; provided
          that (A)
          such investment manager shall be selected by the Master Servicer, in the
          case of
          the Collection Account, and by the Depositor, in the case of the Note
          Distribution Account and the Certificate Distribution Account, (B) such
          investment manager shall have agreed to comply with the terms of this Agreement
          as it relates to investing such funds, and (C) any investment so selected
          by
          such investment manager shall be made in the name of the Indenture Trustee
          and
          shall be settled by a delivery to the Indenture Trustee that complies with
          the
          terms of this Agreement as it relates to investing such funds. It is understood
          and agreed that the Indenture Trustee shall not be liable for any loss
          arising
          from an investment made in accordance with this Section 6.02(b). All such
          investments shall be held by the Indenture Trustee for the benefit of the
          Noteholders and the Certificateholders, as applicable; provided,
          that
          amounts on deposit in the Collection Account shall be applied as provided
          in the
          last sentence of this paragraph. Other than as permitted by each Rating
          Agency,
          funds on deposit in the Trust Accounts and the Certificate Distribution
          Account,
          if invested, shall be invested in Eligible Investments that will mature
          not
          later than the Business Day immediately preceding the next Payment Date
          (or on
          such next Payment Date if either (x) such investment is held in the trust
          department of the institution with which the Trust Accounts or the Certificate
          Distribution Account, as applicable, is then maintained and is invested
          in a
          time deposit of the Indenture Trustee rated at least A-1 (or the equivalent)
          by
          each Rating Agency (such account being maintained within the trust department
          of
          the Indenture Trustee) or (y) the Indenture Trustee (so long as the short-term
          unsecured debt obligations of the Indenture Trustee are either (A) rated
          at
          least A-1 (or the equivalent) by each Rating Agency on the date such investment
          is made or (B) guaranteed by an entity whose short-term unsecured debt
          obligations are rated at least A-1 (or the equivalent) by each Rating Agency
          on
          the date such investment is made) has agreed to advance funds on such Payment
          Date to the Note Distribution Account or the Certificate Distribution Account,
          as applicable, in the amount payable on such investment on such Payment
          Date
          pending receipt thereof to the extent necessary to make distributions on
          such
          Payment Date). For the purposes of the foregoing, unless the Indenture
          Trustee
          affirmatively agrees in writing to make such advance with respect to such
          investment prior to the time an investment is made, it shall not be deemed
          to
          have agreed to make such advance and it shall not be responsible to make
          such
          advance. The Master Servicer shall deposit into the Collection Account
          an amount
          equal to any loss realized on any investment of funds in the Collection
          Account
          immediately as any such loss is realized. The Depositor shall deposit in
          the
          Note Distribution Account or the Certificate Distribution Account, as
          applicable, an amount equal to any loss realized on any investment of funds
          in
          such account immediately as any such loss is realized. Funds on deposit
          in the
          Collection Account shall be withdrawn therefrom by the Master Servicer
          on the
          Master Servicer Remittance Date immediately preceding each Payment Date
          to make
          deposits and distributions on each such date in the manner and priorities
          set
          forth in Section 4.08.

         

        (ii) Notwithstanding
          anything to the contrary in paragraph (b)(i) above, funds on deposit in
          any
          Government Securities Account, if invested, shall be invested only in Eligible
          Investments specified in clause (a) or clause (e) of the definition thereof.
          Such investments shall not be sold or disposed of prior to their maturity.
          All
          such Eligible Investments shall be made in the name of the Indenture Trustee
          in
          its capacity as such) or its nominee. All income and gain realized from
          such
          investments shall be distributed to Securityholders pursuant to this Agreement.
          The Indenture Trustee shall not in any way be held liable by reason of
          any
          insufficiency in any Government Securities Account resulting from any investment
          loss on any investment made hereunder. Any losses on investments arising
          out of
          funds invested from any Government Securities Account shall be paid by
          the
          Depositor.

         

        
          
            
            

          

          
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        (c) The
          Indenture Trustee shall possess all right, title and interest in all funds
          on
          deposit from time to time in the Trust Accounts and in all proceeds thereof
          (including all income thereon) and all such funds, investments, proceeds
          and
          income shall be part of the Trust Assets. The Trust Accounts shall be under
          the
          sole dominion and control of the Indenture Trustee for the benefit of the
          Noteholders or the Noteholders and the Certificateholders, as the case
          may be.
          If, at any time, any of the Trust Accounts or the Certificate Distribution
          Account ceases to be an Eligible Account, the Indenture Trustee (or the
          Master
          Servicer on its behalf) shall within 30 Business Days establish a new Trust
          Account or a new Certificate Distribution Account, as applicable, as an
          Eligible
          Account and shall transfer any cash and/or any investments to such new
          account.

         

        The
          Depositor, the Issuer and the Indenture Trustee hereby appoint [          ]
          as
          Securities Intermediary with respect to the Trust Accounts and
          the
          Certificate Distribution Account,
          and the
          Issuer has, pursuant to the Indenture, granted to the Indenture Trustee,
          for the
          benefit of the Securityholders, a security interest to secure all amounts
          due
          Noteholders hereunder in and to the Trust Accounts and the Security Entitlements
          to all Financial Assets credited to the Trust Accounts, including without
          limitation all amounts, securities, investments, Financial Assets, investment
          property and other property from time to time deposited in or credited
          to the
          Trust Accounts and
          all
          proceeds thereof,
          and the
          Depositor hereby grants to the Issuer, as collateral agent for the benefit
          of
          Certificateholders, a security interest to secure all amounts due to
          Certificateholders hereunder in and to the Certificate Distribution Account
          and
          the Security Entitlements and all Financial Assets credited to the Certificate
          Distribution Account, including without limitation all amounts, securities,
          investments, Financial Assets, investment property and other property from
          time
          to time deposited in or credited to such account and all proceeds
          thereof.
          Amounts
          held from time to time in the Trust Accounts will continue to be held by
          the
          Securities Intermediary for the benefit of the Indenture Trustee, as collateral
          agent, for the benefit of the Securityholders,
          and
          amounts held from time to time in the Certificate Distribution Account
          will
          continue to be held by the Securities Intermediary for the benefit of the
          Issuer, as collateral agent, for the benefit of the
          Certificateholders.
          Upon the
          termination of the Trust or the discharge of the Indenture, the Indenture
          Trustee shall inform the Securities Intermediary of such termination. By
          acceptance of their Securities or interests therein, the Securityholders
          shall
          be deemed to have appointed [          ]
          as
          Securities Intermediary. [          ]
          hereby
          accepts such appointment as Securities Intermediary.

         

        (i) With
          respect to the Trust Account Property credited to the Trust Accounts, or
          the
          Certificate Distribution Account, the Securities Intermediary agrees
          that:

         

        (A) with
          respect to any Trust Account Property that is held in deposit accounts,
          each
          such deposit account shall be subject to the exclusive custody and control
          of
          the Securities Intermediary, and the Securities Intermediary shall have
          sole
          signature authority with respect thereto;

         

        
          
            
            

          

          
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        (B) the
          sole
          assets permitted in the Trust Accounts and
          the
          Certificate Distribution Account
          shall be
          those as the Securities Intermediary agrees to treat as Financial Assets;
          and

         

        (C) any
          such
          Trust Account Property that is, or is treated as, a Financial Asset shall
          be
          physically delivered (accompanied by any required endorsements) to, or
          credited
          to an account in the name of, the Securities Intermediary or other eligible
          institution maintaining any Trust Account or
          the
          Certificate Distribution Account
          in
          accordance with the Securities Intermediary’s customary procedures such that the
          Securities Intermediary or such other institution establishes a Security
          Entitlement in favor of the Indenture Trustee (or
          the
          issuer, in the case of the Certificate Distribution Account)
          with
          respect thereto over which the Securities Intermediary or such other institution
          has Control;

         

        (ii) The
          Securities Intermediary hereby confirms that (A) each Trust Account and
          the
          Certificate Distribution Account is an account to which Financial Assets
          are or
          may be credited, and the Securities Intermediary shall, subject to the
          terms of
          this Agreement, treat the Indenture Trustee, as collateral agent, as entitled
          to
          exercise the rights that comprise any Financial Asset credited to any Trust
          Account, and the Issuer, as collateral agent, as entitled to exercise the
          rights
          that comprise any Financial Asset credited to the Certificate Distribution
          Account, (B) all Trust Account Property in respect of any Trust Account
          or the
          Certificate Distribution Account will be promptly credited by the Securities
          Intermediary to such account, and (C) all securities or other property
          underlying any Financial Assets credited to any Trust Account or the Certificate
          Distribution Account shall be registered in the name of the Securities
          Intermediary, endorsed to the Securities Intermediary or in blank or credited
          to
          another securities account maintained in the name of the Securities Intermediary
          and in no case (x) will any Financial Asset credited to any Trust Account
          be
          registered in the name of the Seller or the Issuer, payable to the order
          of the
          Seller or the Issuer or specially endorsed to the Seller or the Issuer,
          or (y)
          will any Financial Asset credited to the Certificate Distribution Account
          be
          registered in the name of the Seller, payable to the order of the Seller
          or
          specially endorsed to the Seller, except to the extent the foregoing have
          been
          specially endorsed to the Securities Intermediary or in blank;

         

        (iii) The
          Securities Intermediary hereby agrees that each item of property (whether
          investment property, Financial Asset, security, instrument or cash) credited
          to
          any Trust Account or the Certificate Distribution Account shall be treated
          as a
          Financial Asset;

         

        (iv) If
          at any
          time the Securities Intermediary shall receive an Entitlement Order from
          the
          Indenture Trustee directing transfer or redemption of any Financial Asset
          relating to any Trust Account, the Securities Intermediary shall comply
          with
          such Entitlement Order without further consent by the Seller, the Issuer
          or any
          other Person. If at any time the Indenture Trustee notifies the Securities
          Intermediary in writing that the Trust has been terminated or the Indenture
          discharged in accordance herewith and with the Trust Agreement or the Indenture,
          as applicable, and the security interest granted pursuant to the Indenture
          has
          been released, then thereafter if the Securities Intermediary shall receive
          any
          order from the Seller or the Issuer directing transfer or redemption of
          any
          Financial Asset relating to any Trust Account, the Securities Intermediary
          shall
          comply with such Entitlement Order without further consent by the Indenture
          Trustee or any other Person;

         

        
          
            
            

          

          
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        If
          at any
          time the Securities Intermediary shall receive an Entitlement Order from
          the
          Issuer directing transfer or redemption of any Financial Asset relating
          to the
          Certificate Distribution Account, the Securities Intermediary shall comply
          with
          such Entitlement Order without further consent by the Seller or any other
          Person. If at any time the Issuer notifies the Securities Intermediary
          in
          writing that the Trust has been terminated in accordance herewith and with
          the
          Trust Agreement and the security interest granted above has been released,
          then
          thereafter if the Securities Intermediary shall receive any order from
          the
          Seller directing transfer or redemption of any Financial Asset relating
          to the
          Certificate Distribution Account, the Securities Intermediary shall comply
          with
          such entitlement order without further consent by the Issuer or any other
          Person;

         

        (v) In
          the
          event that the Securities Intermediary has or subsequently obtains by agreement,
          operation of law or otherwise a security interest in any Trust Account
          or the
          Certificate Distribution Account or any Financial Asset credited thereto,
          the
          Securities Intermediary hereby agrees that such security interest shall
          be
          subordinate to the security interest of the Indenture Trustee, in the case
          of
          the Trust Accounts, or of the Issuer, in the case of the Certificate
          Distribution Account. The Financial Assets credited to the Trust Accounts,
          or
          the Certificate Distribution Account will not be subject to deduction,
          set-off,
          banker’s lien, or any other right in favor of any Person other than the
          Indenture Trustee in the case of the Trust Accounts, or of the Issuer,
          in the
          case of the Certificate Distribution Account (except that the Securities
          Intermediary may set-off (i) all amounts due to it in respect of its customary
          fees and expenses for the routine maintenance and operation of the Trust
          Accounts, and the Certificate Distribution Account, and (ii) the face amount
          of
          any checks which have been credited to any Trust Account or the Certificate
          Distribution Account but are subsequently returned unpaid because of uncollected
          or insufficient funds);

         

        (vi) There
          are
          no other agreements entered into between the Securities Intermediary in
          such
          capacity and the Depositor or the Issuer with respect to any Trust Account,
          or
          the Depositor with respect to the Certificate Distribution Account. In
          the event
          of any conflict between this Agreement (or any provision of this Agreement)
          and
          any other agreement now existing or hereafter entered into, the terms of
          this
          Agreement shall prevail;

         

        (vii) The
          rights and powers granted under the Indenture and herein to (x) the Indenture
          Trustee have been granted in order to perfect its security interest in
          the Trust
          Accounts and the Security Entitlements to the Financial Assets credited
          thereto,
          and (y) the Issuer have been granted in order to perfect its security interest
          in the Certificate Distribution Account and the Security Entitlements to
          the
          Financial Assets credited thereto, and are powers coupled with an interest
          and
          will neither be affected by the bankruptcy of the Depositor or the Issuer
          nor by
          the lapse of time. The obligations of the Securities Intermediary hereunder
          shall continue in effect until the security interest of the Indenture Trustee
          in
          the Trust Accounts or of the Issuer in the Certificate Distribution Account,
          and
          in such Security Entitlements, has been terminated pursuant to the terms
          of this
          Agreement and the Indenture Trustee or the Issuer, as applicable, has notified
          the Securities Intermediary of such termination in writing; and

         

        (viii) Notwithstanding
          anything else contained herein, the Depositor and the Issuer agree that
          the
          Trust Accounts and the Certificate Distribution Account will be established
          only
          with the Securities Intermediary or another institution meeting the requirements
          of this Section, which by acceptance of its appointment as Securities
          Intermediary agrees substantially as follows: (1) it will comply with
          Entitlement Orders related to the Trust Accounts issued by the Indenture
          Trustee, as collateral agent, without further consent by the Depositor
          or the
          Issuer, and with Entitlement Orders related to the Certificate Distribution
          Account issued by the Issuer, as collateral agent, without further consent
          by
          the Depositor; (2) until termination of the Trust or discharge of the Indenture,
          it will not enter into any other agreement related to such accounts pursuant
          to
          which it agrees to comply with Entitlement Orders of any Person other than
          the
          Indenture Trustee, as collateral agent with respect to the Trust Accounts
          or the
          Issuer, as collateral agent with respect to the Certificate Distribution
          Account; and (3) all assets delivered or credited to it in connection with
          such
          accounts and all investments thereof will be promptly credited to the applicable
          account.

         

        
          
            
            

          

          
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        (d) Notwithstanding
          the foregoing, the Issuer shall have the power, revocable by the Indenture
          Trustee or by the Owner Trustee with the consent of the Indenture Trustee,
          to
          instruct the Indenture Trustee and the Master Servicer to make withdrawals
          and
          distributions from the Trust Accounts for the purpose of permitting the
          Master
          Servicer or the Owner Trustee to carry out its respective duties hereunder
          or
          permitting the Indenture Trustee to carry out its duties under the
          Indenture.

         

        (e) Each
          of
          the Depositor and the Issuer agrees to take or cause to be taken such further
          actions, to execute, deliver and file or cause to be executed, delivered
          and
          filed such further documents and instruments (including, without limitation,
          any
          financing statements under the Relevant UCC or this Agreement) as may be
          necessary to perfect the interests created by this Section in favor of
          the
          Issuer and the Indenture Trustee and otherwise fully to effectuate the
          purposes,
          terms and conditions of this Section. The Depositor shall:

         

        (i) promptly
          execute, deliver and file any financing statements, amendments, continuation
          statements, assignments, certificates and other documents with respect
          to such
          interests and perform all such other acts as may be necessary in order
          to
          perfect or to maintain the perfection of the Issuer’s and the Indenture
          Trustee’s security interest in the Trust Account Property; and

         

        (ii) make
          the
          necessary filings of financing statements or amendments thereto within
          five days
          after the occurrence of any of the following: (1) any change in its corporate
          name or any trade name or its jurisdiction of organization; (2) any change
          in
          the location of its chief executive office or principal place of business;
          and
          (3) any merger or consolidation or other change in its identity or corporate
          structure and promptly notify the Issuer and the Indenture Trustee of any
          such
          filings.

         

        
          
            
            

          

          
            79

            
              

            

          

          
            
            

          

        

        Neither
          the Depositor nor the Issuer shall organize under the law of any jurisdiction
          other than the State under which each is organized as of the Closing Date
          (whether changing its jurisdiction of organization or organizing under
          an
          additional jurisdiction) without giving 30 days prior written notice of
          such
          action to its immediate and mediate transferee, including the Indenture
          Trustee.
          Before effecting such change, each of the Depositor or the Issuer proposing
          to
          change its jurisdiction of organization shall prepare and file in the
          appropriate filing office any financing statements or other statements
          necessary
          to continue the perfection of the interests of its immediate and mediate
          transferees, including the Indenture Trustee, in the Trust Account Property.
          In
          connection with the transactions contemplated by the Basic Documents relating
          to
          the Trust Account Property, each of the Depositor and the Issuer authorizes
          its
          immediate or mediate transferee, including the Indenture Trustee, to file
          in any
          filing office any initial financing statements, any amendments to financing
          statements, any continuation statements, or any other statements or filings
          described in this Section 6.02(e).

         

        None
          of
          the Securities Intermediary or any director, officer, employee or agent
          of the
          Securities Intermediary shall be under any liability to the Indenture Trustee
          or
          the Securityholders for any action taken, or not taken, in good faith pursuant
          to this Agreement, or for errors in judgment; provided,
          however,
          that
          this provision shall not protect the Securities Intermediary against any
          liability to the Indenture Trustee or the Securityholders which would otherwise
          be imposed by reason of the Securities Intermediary’s willful misconduct, bad
          faith or negligence in the performance of its obligations or duties hereunder.
          The Securities Intermediary and any director, officer, employee or agent
          of the
          Securities Intermediary may rely in good faith on any document of any kind
          which, prima facie, is properly executed and submitted by any Person respecting
          any matters arising hereunder. The Securities Intermediary shall be under
          no
          duty to inquire into or investigate the validity, accuracy or content of
          such
          document. The Issuer shall indemnify the Securities Intermediary for and
          hold it
          harmless against any loss, liability or expense arising out of or in connection
          with this Agreement and carrying out its duties hereunder, including the
          costs
          and expenses of defending itself against any claim of liability, except
          in those
          cases where the Securities Intermediary has been guilty of bad faith, negligence
          or willful misconduct. The foregoing indemnification shall survive any
          termination of this Agreement or the resignation or removal of the
          Administrator.

         

        Section
          6.03. Investment
          of Amounts.

         

        To
          the
          extent there are uninvested amounts in the Note Distribution Account or
          the
          Certificate Distribution Account prior to 3:00 p.m. New York City time
          of any
          Business Day, the Indenture Trustee shall invest such amounts in Eligible
          Investments of the type described in subsection (e) of the definition of
          Eligible Investments. All such investments shall be made in the name of
          the
          Indenture Trustee. The Depositor shall be entitled to any income on such
          investments and shall be liable for any losses thereon.

         

        Section
          6.04. Collections.

         

        (a) The
          Master Servicer shall provide each Servicer with such instructions as are
          necessary to permit the transfer by wire transfer in immediately available
          funds
          of all amounts on deposit in the Custodial Accounts which constitute collections
          to the Collection Account on the Servicer Remittance Date specified in
          the
          related Servicing Agreement. 

         

        
          
            
            

          

          
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        (b) On
          or
          prior to each Master Servicer Remittance Date, the Master Servicer shall
          determine the Interest Remittance Amount, the Principal Remittance Amount,
          the
          Principal Distribution Amount, the Total Distribution Amount, the Swap
          Payment
          Amount, the Indenture Trustee Fee, the Owner Trustee Fee and the Custodian
          Fee,
          in each case for the related Payment Date. For purposes of this Section
          6.04 and
          Section 6.08, with respect to any Payment Date, in determining the amount
          received by the Issuer from any Rate Protection Provider or from the Underlying
          Securities, the Master Servicer shall be entitled to rely conclusively
          on the
          accuracy of the information provided to it by any Rate Protection Provider
          or by
          the Indenture Trustee, as applicable, and the Master Servicer shall not
          be
          obligated to verify, recompute, reconcile or recalculate any such
          amount.

         

        (c) On
          each
          Master Servicer Remittance Date, the Master Servicer shall remit the Total
          Distribution Amount for the related Payment Date, exclusive of any amounts
          received with respect to the related Payment Date under any Rate Protection
          Agreement or in respect of the Underlying Securities that have not been
          deposited in the Collection Account, to the Note Distribution Account.
          Prior
          to
          disbursing the Total Distribution Amount, the Indenture Trustee shall withdraw
          from the Note Distribution Account on each Payment Date and pay, solely
          from and
          in reduction of the Interest Remittance Amount, (i) to itself, the Indenture
          Trustee Fee for such Payment Date,
          (ii) to
          the Owner Trustee, the Owner Trustee Fee for such Payment Date and (iii)
          to the
          Custodian, the Custodian Fee for such Payment Date.

         

        (d) [Reserved]

         

        (e) The
          Indenture Trustee shall deposit into the Note Distribution Account on the
          day on
          which, or, if such day is not a Business Day, the Business Day immediately
          following the day on which, any payments or distributions are received
          by the
          Indenture Trustee with respect to any Rate Protection Agreement or Underlying
          Securities, all such amounts. 

         

        (f) Immediately
          following the purchase or early termination of any Underlying Securities
          pursuant to the related Underlying Agreement and receipt of amounts in
          respect
          thereof, the Indenture Trustee shall transfer the aggregate of such amounts
          into
          the Note Distribution Account.

         

        Section
          6.05. Flow
          of Funds.

         

        (a) On
          each
          Payment Date, the Indenture Trustee shall retain in the Note Distribution
          Account or deposit in the Certificate Distribution Account, and shall
          distribute, the Total Distribution Amount (net of the Indenture Trustee
          Fee, the
          Owner Trustee Fee and the Custodian Fee to Holders of the Securities, in
          the
          amounts and priorities specified in this Section.

         

        (b) On
          each
          Payment Date, the Indenture Trustee shall retain in or deposit in the applicable
          account, and shall distribute, the Interest Remittance Amount for such
          date in
          the following order of priority:

         

        [to
          be
          provided as applicable]

         

        (c) On
          each
          Payment Date, the Principal Distribution Amount shall be distributed in
          the
          following order of priority:

         

        [to
          be
          provided as applicable]

         

        
          
            
            

          

          
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        (d) On
          each
          Payment Date, the Indenture Trustee shall retain in or deposit in the applicable
          account, and shall distribute, the Excess Cashflow in the following order
          of
          priority:

         

        [to
          be
          provided as applicable]

         

        (e) On
          the
          Redemption Date, the Indenture Trustee shall distribute to each Class of
          Notes
          the related Redemption Price therefor, as set forth in the
          Indenture.

         

        Section
          6.06. Disbursement
          of Funds.

         

        All
          distributions shall be made pursuant to Section 6.05 by wire transfer of
          immediately available funds to the account of the Person entitled thereto
          at a
          bank or other entity having appropriate facilities therefor if such Person
          shall
          have so notified the Indenture Trustee in writing at least five Business
          Days
          prior to the Record Date immediately prior to such Payment Date; provided,
          that,
          a Securityholder shall only be entitled to receive distributions by wire
          transfer if such Securityholder is the registered Holder of Securities
          having an
          initial aggregate principal amount equal to or in excess of
          $[   ] or a Percentage Interest equal to or in excess of
          [   ]%; and in all other cases by check mailed to each such
          Securityholder at such Holder’s address appearing in the Certificate
          Register.

         

        Section
          6.07. Allocation
          of Losses. 

         

        (a) On
          each
          Payment Date, the Class Principal Balance of each Class of Notes shall
          be
          reduced by the amount of any Applied Loss Amount for such date, in the
          following
          order of priority:

         

        [to
          be
          provided as applicable]

         

        (b) Any
          Applied Loss Amount so allocated to a Class of Notes shall be allocated
          among
          the Notes of such Class in proportion to their respective principal balances.
          Any allocation of an Applied Loss Amount pursuant to this Section shall
          be
          accomplished by reducing the Class Principal Balance of the applicable
          Class and
          the principal balance of each related Note on the applicable Payment
          Date.

         

        Section
          6.08. Reports
          to Securityholders.

         

        (a) On
          each
          Payment Date, concurrently with the distribution to the Securityholders,
          the
          Indenture Trustee shall furnish to the Securityholders, the Depositor,
          the
          Issuer, and each Rating Agency, a report, based solely on information provided
          to the Indenture Trustee by the Master Servicer, the Underlying Payment
          Date
          Statements for the related Underlying Payment Date, and in the Master Servicer’s
          Monthly Report, containing the following information:

         

        (i) the
          amount of the distribution on such Payment Date with respect to each Class
          of
          Securities;

         

        
          
            
            

          

          
            82

            
              

            

          

          
            
            

          

        

        (ii) the
          amount of such distributions allocable to principal, separately identifying
          the
          aggregate amount of any prepayments or other unscheduled recoveries of
          principal
          included therein;

         

        (iii) the
          amount of such distributions allocable to interest;

         

        (iv) the
          Class
          Principal Balance (or Class Notional Balance) for each Class of Securities
          as of
          such Payment Date together with the principal amount or notional amount
          of the
          Securities of the related Class (based on a Security in the original principal
          amount or notional amount of $[   ]) then outstanding, in each
          case after giving effect to any payment of principal on such Payment
          Date;

         

        [(v) the
          level
          of LIBOR and the Interest Rates applicable to each Class of LIBOR Notes
          for such
          Payment Date;]

         

        [(vi) [if
          applicable, a statement that interest distributable on one or more Classes
          of
          LIBOR Notes on such Payment Date represents interest accrued on such Classes
          at
          a rate equal to the Available Funds Cap;]

         

        (vii) the
          Pool
          Balance as of such Payment Date;

         

        (viii) the
          Overcollateralization Amount for such Payment Date;

         

        (ix) the
          amount of any Delinquency Advances for such Payment Date, and the amount
          of any
          Outstanding Advances in respect of Delinquency Advances remaining after
          such
          Payment Date; the amount of any Purchase Prices deposited into the Collection
          Account;

         

        (x) the
          amount of current and cumulative Realized Losses on the Mortgage
          Loans;

         

        (xi) the
          number of Mortgagor bankruptcies;

         

        (xii) the
          number of Mortgage Loans and the aggregate Principal Balance thereof that
          were
          repurchased by the Seller or Depositor pursuant Section 2.03 hereof during
          the
          one-month period immediately preceding the related Determination
          Date;

         

        (xiii) the
          amount of any Applied Loss Amount applied to any Class of LIBOR Notes on
          such
          Payment Date; 

         

        (xiv) the
          amount of any Basis Risk Shortfall with respect to any Class of
          Notes;

         

        (xv) the
          amount of any shortfalls in distributions of interest with respect to each
          Class
          of Securities on such Payment Date and the cumulative amount of any unreimbursed
          shortfalls in distributions of interest from prior Payment Dates;

         

        
          
            
            

          

          
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        (xvi) the
          amount of Servicing Fees, the Master Servicing Fee, the Indenture Trustee
          Fee,
          the Owner Trustee Fee and the Custodian Fee paid with respect to such Payment
          Date;

         

        (xvii) the
          amount of any Swap Payment Amount paid under the Swap Agreements;
          and

         

        (xviii) the
          amount of any payments received under the Rate Protection Agreements.


         

        In
          addition to the information listed above, such report shall also include
          such
          other
          information as is required by Form 10-D, including, but not limited to,
          the
          information required by Item 1121 (§ 229.1121) of Regulation AB.

         

        Items
          (i)
          through (iii) above shall, with respect to the Securities be presented
          on the
          basis of a Security having an original $[   ] denomination and on
          an aggregate basis. The Indenture Trustee may, at its option, make the
          information set forth above available each month to Securityholders and
          the
          parties to this Agreement via the Indenture Trustee’s internet website. Access
          to this service shall be limited to Persons with valid passwords, and such
          access shall be permitted only to Persons that have submitted to the Indenture
          Trustee a letter substantially in the form attached hereto as Exhibit I.
          The
          Indenture Trustee shall provide such information by mail to any Securityholder
          that requests paper copies. Each calendar year following any year during
          which
          the Securities are outstanding, the Indenture Trustee shall furnish a report
          to
          each Securityholder of record at any time during such calendar year as
          to the
          aggregate of amounts reported pursuant to items (i), (ii) and (iii) above
          with
          respect to the related Securities for such calendar year.

         

        (b) In
          addition, on each Payment Date the Indenture Trustee will distribute to
          each
          Securityholder (which shall be the Depository Trust Company as long as
          the
          Securities are in book-entry form), the following information (based upon
          information provided to the Indenture Trustee by the Master Servicer) as
          of the
          close of business on the last business day of the prior calendar
          month:

         

        (i) the
          total
          number of Mortgage Loans and the aggregate principal balances thereof,
          together
          with the number and aggregate principal balances of Performing Mortgage
          Loans
          (a) 30-59 days delinquent, (b) 60-89 days delinquent and (c) 90 or more
          days
          delinquent;

         

        (ii) the
          number and aggregate principal balance of Mortgage Loans in foreclosure
          proceedings (and whether any such Mortgage Loans are also included in any
          of the
          statistics described in the foregoing clause (i)); and

         

        (iii) the
          number and aggregate principal balance of all Mortgage Loans relating to
          REO
          Properties (and whether any such Mortgage Loans are also included in any
          of the
          statistics described in the foregoing clauses (i) and (ii)).

         

        (c) Annually,
          in January of each year, the Indenture Trustee shall furnish to each Person
          that
          was a Securityholder during the prior calendar year a statement showing
          the
          aggregate interest and the aggregate principal received by such Person
          with
          respect to the Securities during the prior calendar year, together with
          any
          standard federal income tax reporting form for such information, and information
          furnished by the Indenture Trustee upon request pursuant to Section
          6049(d)(7)(C) of the Code and the regulations promulgated thereunder to
          assist
          the Securityholders in computing their market discount.

         

        
          
            
            

          

          
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        (d) On
          each
          Payment Date, the Indenture Trustee shall deliver or cause to be delivered
          by
          first class mail or make available on its website to the Depositor, Attention:
          Contract Finance, a copy of the report delivered to Securityholders pursuant
          to
          this Section 6.08. 

         

        Section
          6.09. Presentation
          of Securities.

         

        Upon
          receipt of notice of the final Payment Date with respect to any Class,
          the
          Indenture Trustee will notify each affected Securityholder that the next
          Payment
          Date will be the final Payment Date. In the event that a Securityholder
          fails to
          deliver its Security(ies) for cancellation on the final Payment Date, by
          its
          purchase of a Security it agrees to indemnify the Depositor, the Master
          Servicer, the Indenture Trustee and the Issuer against all claims with
          respect
          to such Security arising following such Payment Date. Claims against the
          Trust
          for payment on such Security shall be void unless made within three years
          from
          the Termination Date.

         

        Section
          6.10. Compensating
          Interest.

         

        Prior
          to
          each Payment Date, the Master Servicer shall deposit into the Note Distribution
          Account from its own funds, but not in excess of the amount of the Master
          Servicing Fee for such date, the amount of any Compensating Interest for
          such
          date. 

         

        Section
          6.11. Certain
          Provisions With Respect to the Underlying Securities, Rate Protection Agreements
          and Swap Agreements.

         

        (a) If
          the
          Indenture Trustee shall not have received a payment with respect to the
          Underlying Securities or any Rate Protection Agreement by the date on which
          such
          payment was due and payable pursuant to the terms thereof, the Indenture
          Trustee
          shall make demand upon the any Underlying Trustee or the related Rate Protection
          Provider, as applicable, for immediate payment, and may, and at the direction
          of
          a majority (by Voting Rights) of the Noteholders) shall, take any available
          legal action, including the prosecution of any claims in connection therewith.
          If the Indenture Trustee determines, in its sole discretion, that taking
          such
          action would create a material conflict of interest between its obligations
          and
          duties as Underlying Trustee under the Underlying Agreements and its obligations
          and duties under this Agreement, the Indenture Trustee may resign in accordance
          with Section 6.08 of the Indenture. The Depositor and the Issuer shall
          cooperate
          with the Indenture Trustee in connection with any such demand or action
          to the
          extent reasonably requested by the Indenture Trustee. The reasonable legal
          fees
          and expenses incurred by the Indenture Trustee in connection with the
          prosecution of any such legal action shall be reimbursable to the Indenture
          Trustee from the Trust.

         

        (b) The
          Underlying Securities and each Rate Protection Agreement shall be the property
          of the Issuer and shall be pledged as Collateral under the Indenture to
          secure
          payment of the Notes. 

         

        
          
            
            

          

          
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        Section
          6.12. [The
          Pre-Funding Account] [The Revolving Account].

         

        (a) The
          [Administrator] shall establish and maintain in its name, as [Administrator],
          a
          trust account entitled “[Pre-Funding Account] [Revolving Account], in trust for
          the benefit of the Holders of “Bayview Mortgage-Pass Through Certificates,
          Series [ ]” and the funds therein shall be used solely for the purchase of
          [Subsequent Mortgage Loans] [Additional Mortgage Loans]. The [Pre-Funding
          Account] [Revolving Account] shall be an Eligible Account and if the account
          ceases to be an Eligible Account, the [Administrator] shall establish a
          new
          [Pre-Funding Account] [Revolving Account] that is also an Eligible Account
          within five Business Days and transfer all funds and investment property
          on
          deposit in the [Pre-Funding Account] [Revolving Account] into such new
          [Pre-Funding Account] [Revolving Account]. On the Closing Date, the Depositor
          shall cause to be deposited the [Pre-Funding Amount] [Revolving Amount],
          into
          the [Pre-Funding Account] [Revolving Account]. On any subsequent Transfer
          Date,
          provided the conditions set forth in Section 2.01(a) have been fully satisfied,
          the [Administrator] shall cause to be withdrawn from the [Pre-Funding Account
          ]
          [Revolving Account] an amount equal to the Transfer Price of any [Subsequent
          Mortgage Loans] [Additional Mortgage Loans] as of any applicable Transfer
          Date
          sold to the Trust and to pay such Transfer Price to the Depositor. In no
          event
          shall the [Administrator] withdraw from the [Pre-Funding Account] [Revolving
          Account] an amount in excess of the [Pre-Funding Amount] [Revolving Amount]
          or
          withdraw funds from the [Pre-Funding Account] [Revolving Account] during
          the
          [Pre-Funding Period] [Revolving Period] for any other purpose.

         

        (b) Funds
          in
          the [Pre-Funding Account] [Revolving Account] may be invested by the
          [Administrator] in Eligible Investments at the written direction of the
          [Depositor]. All income and gain on such investments shall be for the benefit
          of
          the [Depositor] and shall be subject to withdrawal on order by the [Depositor]
          from time to time. The amount of any losses incurred in respect of any
          such
          investments shall be paid by the [Depositor] by a deposit in the [Pre-Funding
          Account] [Revolving Account] out of its own funds, without any right of
          reimbursement therefor, immediately as realized.

         

        On
          the
          Business Day immediately following the end of the [Pre-Funding Period]
          [Revolving Period], the [Administrator] shall transfer any amounts on deposit
          in
          the [Pre-Funding Account] [Revolving Account] to the Certificate Account
          for
          distribution on the Payment Date occurring in [ ] as principal to the Holders
          of
          the Notes in accordance with this Article VI.]

         

        Section
          6.13. [The
          Capitalized Interest Account].

         

        (a) The
          [Administrator] shall establish and maintain a trust account (the “Capitalized
          Interest Account”). The Capitalized Interest Account shall be entitled
“Capitalized Interest Account, in trust for the benefit of the Holders of
          Bayview Mortgage Pass-Through Certificates, Series
          [     ].” The Capitalized Interest Account shall be an
          Eligible Account. On the Closing Date, the Seller shall deposit in the
          Capitalized Interest Account the Original Capitalized Interest Amount.
          On the
          Business Day preceding any Payment Date occurring during the Pre-Funding
          Period,
          the [Administrator] shall withdraw from the Capitalized Interest Account
          an
          amount equal to the Capitalized Interest Requirement for deposit into the
          Distribution Account for distribution to Certificateholders in accordance
          with
          this Article VI on such Payment Date.

         

        
          
            
            

          

          
            86

            
              

            

          

          
            
            

          

        

        (b) Amounts
          on deposit in the Capitalized Interest Account may be invested by the
          [Administrator] in Eligible Investments at the written direction of the
          Seller.
          All investment income and other gain on such investments shall be for the
          benefit of the Seller and shall be subject to withdrawal on order of the
          Seller
          from time to time. The amount of any losses incurred in respect of any
          such
          investments shall be paid by the Seller by a deposit into the Capitalized
          Interest Account of its own funds, immediately as realized. In the event
          the
          Seller does not provide written direction to the [Administrator] pursuant
          to
          this Section, all funds on deposit in the Capitalized Interest Account
          shall be
          invested in a money market or common trust fund as described in paragraph
          [(viii)] of the definition of “Eligible Investments” set forth in Article
          I.

         

        (c) On
          the
          Payment Date in [     ], all amounts, if any, on
          deposit in the Capitalized Interest Account shall be withdrawn by the
          [Administrator] and distributed to the Seller and the Capitalized Interest
          Account shall be terminated.]

         

         

        ARTICLE
          VII

         

        REMEDIES

         

        Section
          7.01. Limitation
          on Suits.

         

        No
          Securityholder shall have any right to institute any proceeding, judicial
          or
          otherwise, with respect to this Agreement, or for the appointment of a
          receiver
          or trustee, or for any other remedy hereunder, unless:

         

        (a) there
          is
          a continuing Event of Master Servicer Default and such Securityholder has
          previously given written notice to the Indenture Trustee of a continuing
          Event
          of Master Servicer Default;

         

        (b) the
          Required Securityholders shall have made written request to the Indenture
          Trustee to institute proceedings in respect of such Event of Master Servicer
          Default in its own name as Indenture Trustee hereunder;

         

        (c) such
          Securityholders have offered to the Indenture Trustee reasonable indemnity
          against the costs, expenses and liabilities to be incurred in compliance
          with
          such request;

         

        (d) the
          Indenture Trustee, for 30 days after its receipt of such notice, request
          and
          offer of indemnity, has failed to institute any such proceeding;
          and

         

        (e) no
          direction inconsistent with such written request has been given to the
          Indenture
          Trustee during such 30-day period by the Required Securityholders;

         

        it
          being
          understood and intended that no one or more Securityholders shall have
          any right
          in any manner whatever by virtue of, or by availing of, any provision of
          this
          Agreement to affect, disturb or prejudice the rights of any other
          Securityholders, or to obtain or to seek to obtain priority or preference
          over
          any other Securityholders or to enforce any right under this Agreement,
          except
          in the manner herein provided and for the ratable benefit of all the
          Securityholders as provided herein.

         

        
          
            
            

          

          
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        Section
          7.02. Restoration
          of Rights and Remedies.

         

        If
          the
          Indenture Trustee or any Securityholder has instituted any proceeding to
          enforce
          any right or remedy under this Agreement and such proceeding has been
          discontinued or abandoned for any reason, or has been determined adversely
          to
          the Indenture Trustee or to such Securityholder, then and in every such
          case,
          subject to any determination in such proceeding, the Seller, the Indenture
          Trustee and the Securityholders shall be restored severally and respectively
          to
          their former positions hereunder and thereafter all rights and remedies
          of the
          Indenture Trustee and the Securityholders shall continue as though no such
          proceeding had been instituted.

         

        Section
          7.03. Rights
          and Remedies Cumulative.

         

        No
          right
          or remedy herein conferred upon or reserved to the Indenture Trustee or
          to the
          Securityholders is intended to be exclusive of any other right or remedy
          and
          every right and remedy shall, to the extent permitted by law, be cumulative
          and
          in addition to every other right and remedy given hereunder or now or hereafter
          existing at law or in equity or otherwise. The assertion or employment
          of any
          right or remedy hereunder, or otherwise, shall not prevent the concurrent
          assertion or employment of any other appropriate right or remedy.

         

        Section
          7.04. Delay
          or Omission Not Waiver.

         

        No
          delay
          or omission of the Indenture Trustee or of any Securityholder to exercise
          any
          right or remedy accruing upon any Event of Master Servicer Default shall
          impair
          any such right or remedy or constitute a waiver of any such Event of Master
          Servicer Default or an acquiescence therein. Every right and remedy given
          by
          this Article or by law to the Indenture Trustee or to the Securityholders
          may be
          exercised from time to time, and as often as may be deemed expedient, as
          permitted under the terms hereof, by the Indenture Trustee or by the
          Securityholders, as the case may be.

         

        Section
          7.05. Control
          by Securityholders.

         

        (a) Subject
          to Section 7.06 hereof, the Required Securityholders shall have the right
          to
          direct the time, method and place of conducting any proceeding for any
          remedy
          available to the Indenture Trustee or exercising any trust or power conferred
          on
          the Indenture Trustee hereunder; provided, that (i) such direction shall
          not be
          in conflict with any rule of law or with this Agreement, (ii) such direction
          shall not involve any action for which the Indenture Trustee reasonably
          believes
          it may not obtain compensation or reimbursement for hereunder or, if the
          Indenture Trustee determines that such compensation or reimbursement is
          not
          available, such Securityholders have not offered the Indenture Trustee
          reasonable indemnity for the cost of such actions, and (iii) the Indenture
          Trustee may take any other action deemed proper by the Indenture Trustee
          which
          is not inconsistent with such direction.

         

        
          
            
            

          

          
            88

            
              

            

          

          
            
            

          

        

        (b) Prior
          to
          the occurrence of an Event of Master Servicer Default hereunder and after
          the
          curing or waiver of all Events of Master Servicer Default which may have
          occurred, the Indenture Trustee shall not be bound to make any investigation
          into the facts or matters stated in any resolution, certificate, statement,
          instrument, opinion, report, notice, request, consent, order, approval,
          bond or
          other paper or document, unless requested in writing to do so by the Required
          Securityholders;
          provided, however,
          that if
          the payment within a reasonable time to the Indenture Trustee of the costs,
          expenses or liabilities likely to be incurred by it in the making of such
          investigation is, in the opinion of the Indenture Trustee, not reasonably
          assured to the Indenture Trustee by the security afforded to it by the
          terms of
          this Agreement, the Indenture Trustee may require reasonable indemnity
          against
          such expense or liability as a condition to taking any such action. The
          reasonable expense of every such examination relating to an Event of Master
          Servicer Default shall be paid by the Master Servicer if an Event of Master
          Servicer Default shall have occurred and be continuing, and otherwise by
          the
          Securityholders requesting the investigation.

         

        Section
          7.06. Waiver
          of Past Defaults.

         

        The
          Required Securityholders may on behalf of the Securityholders of all the
          Securities waive any past default hereunder and its consequences.

         

        Upon
          any
          such waiver, such default shall cease to exist, and any Event of Master
          Servicer
          Default arising therefrom shall be deemed to have been cured, for every
          purpose
          of this Agreement; but no such waiver shall extend to any subsequent or
          other
          default or impair any right consequent thereon.

         

        Section
          7.07. Undertaking
          for Costs.

         

        All
          parties to this Agreement agree, and each Securityholder by the acceptance
          of a
          Security shall be deemed to have agreed, that any court may in its discretion
          require, in any suit for the enforcement of any right or remedy under this
          Agreement, or in any suit against the Indenture Trustee for any action
          taken,
          suffered or omitted by it as Indenture Trustee, the filing by any party
          litigant
          in such suit of an undertaking to pay the costs of such suit, and that
          such
          court may in its discretion assess reasonable costs, including reasonable
          attorneys’ fees and disbursements, against any party litigant in such suit,
          having due regard to the merits and good faith of the claims or defenses
          made by
          such party litigant; but the provisions of this Section 7.07 (other than
          this
          clause) shall not apply to any suit instituted by the Depositor, by the
          Indenture Trustee, by the Owner Trustee, by the Master Servicer, by any
          Securityholder or group of Securityholders holding in the aggregate more
          than
          [   ]% of the Voting Rights of the outstanding Securities, or to
          any suit instituted by any Securityholder for the enforcement of the payment
          of
          any principal of or interest on any Security.

         

        Section
          7.08. Waiver
          of Stay or Extension Laws.

         

        The
          Depositor covenants (to the extent that it may lawfully do so) that it
          will not
          at any time insist upon, or plead, or in any manner whatsoever claim or
          take the
          benefit or advantage of, any stay or extension law wherever enacted, now
          or at
          any time hereafter in force, which may affect the covenants or the performance
          of this Agreement; and the Depositor (to the extent that it may lawfully
          do so)
          hereby expressly waives all benefit or advantage of any such law and covenants
          that it will not hinder, delay or impede the execution of any power herein
          granted to the Indenture Trustee, but will suffer and permit the execution
          of
          every such power as though no such law had been enacted.

         

        
          
            
            

          

          
            89

            
              

            

          

          
            
            

          

        

         

        ARTICLE
          VIII

         

        LIMITATION
          ON LIABILITY; INDEMNITIES

         

        Section
          8.01. Liabilities
          of Mortgagors.

         

        No
          obligation or liability of any Mortgagor under any of the Mortgage Loans
          is
          intended to be assumed by the Depositor, the Master Servicer, the Issuer,
          the
          Indenture Trustee, the Custodian, the Holder of any Security under or as
          a
          result of this Agreement and the transactions contemplated hereby and,
          to the
          maximum extent permitted and valid under mandatory provisions of law, the
          Master
          Servicer, the Indenture Trustee, the Issuer and the Holders of each Security
          expressly disclaim such assumption.

         

        Section
          8.02. Liability
          of the Depositor.

         

        (a) The
          Depositor shall be liable in accordance herewith only to the extent of
          the
          obligations specifically imposed by this Agreement.

         

        (b) Neither
          the Depositor, nor any of the directors, officers, employees or agents
          of the
          Depositor, shall be under any liability to the Issuer, the Master Servicer,
          the
          Indenture Trustee or any Securityholder for any action taken, or for refraining
          from the taking of any action, in good faith pursuant to this Agreement,
          or for
          errors in judgment; provided,
          however,
          that
          this provision shall not protect the Depositor or any such Person against
          any
          breach of warranties or representations made herein, or against any specific
          liability imposed on each such party pursuant to this Agreement or against
          any
          liability which would otherwise be imposed by reason of willful misfeasance,
          bad
          faith or negligence in the performance of duties or by reason of reckless
          disregard of obligations or duties hereunder. The Master Servicer, the
          Indenture
          Trustee, and any director, officer, employee or agent of the Master Servicer
          or
          the Indenture Trustee may rely in good faith on any document of any kind
          which,
          prima facie, is properly executed and submitted by any appropriate Person
          respecting any matters arising hereunder.

         

        Section
          8.03. Relationship
          of Master Servicer.

         

        The
          relationship of the Master Servicer (and of any Successor Master Servicer
          under
          this Agreement) to the Indenture Trustee, the Issuer and the Depositor
          under
          this Agreement is intended by the parties hereto to be that of an independent
          contractor and not of a joint venturer, partner or agent of the Indenture
          Trustee, the Issuer or the Depositor, except as otherwise stated
          herein.

         

        Section
          8.04. Indemnities
          of the Master Servicer.

         

        (a) Subject
          to Section 4.33 hereof, the Master Servicer agrees to indemnify the Issuer,
          the
          Indenture Trustee, the Custodian and the Depositor and their respective
          directors, officers, employers and agents (the “Indemnified Parties”) from, and
          hold them harmless against, any and all costs, expenses (including reasonable
          attorney fees and disbursements), losses, claims, damages and liabilities
          that
          the Indemnified Parties may sustain to the extent attributable to the failure
          of
          the Master Servicer to perform its duties under this Agreement in compliance
          with its obligations hereunder, including, without limitation, its obligation
          to
          master service the Mortgage Loans in compliance with the terms of this
          Agreement. Each Indemnified Party shall immediately notify the Master Servicer
          if a claim is made by a third party with respect to this Agreement or the
          Mortgage Loans entitling the Issuer, the Depositor or the Indenture Trustee
          to
          indemnification hereunder, whereupon the Master Servicer shall assume the
          defense of any such claim and pay all expenses in connection therewith,
          including reasonable counsel fees, and promptly pay, discharge and satisfy
          any
          judgment or decree which may be entered against it or them in respect of
          such
          claim. This indemnification shall survive the termination of this Agreement
          and
          the resignation or removal of the Master Servicer.

         

        
          
            
            

          

          
            90

            
              

            

          

          
            
            

          

        

        (b) This
          Section 8.04 shall survive the termination of this Agreement, the resignation
          or
          removal of the Master Servicer, and the resignation or removal of the Indenture
          Trustee, with respect to the acts or omissions of the Master Servicer while
          it
          acted as Master Servicer.

         

        Section
          8.05. Liability
          of Owner Trustee.

         

        It
          is
          expressly understood and agreed by the parties hereto that:

         

        (a) this
          Agreement is executed and delivered by
          [          ], not individually
          or personally, but solely as trustee of the Issuer, in the exercise of
          the
          powers and authority conferred and vested in it, 

         

        (b) each
          of
          the representations, undertakings and agreements herein made on the part
          of the
          Issuer is made and intended not as a personal representation, undertaking
          or
          agreement by [          ] but
          is made and intended for the purpose for binding only the Issuer,

         

        (c) nothing
          herein contained shall be construed as creating any liability on
          [          ], individually or
          personally, to perform any covenant either expressed or implied contained
          herein, all such liability, if any, being expressly waived by the parties
          hereto
          and by any Person claiming by, through or under the parties hereto,
          and

         

        (d) under
          no
          circumstances shall
          [          ] be personally
          liable for the payment of any indebtedness or expenses of the Issuer or
          be
          liable for the breach or failure of any obligation, representation, warranty
          or
          covenant made or undertaken by the Issuer under this Agreement.

         

         

        ARTICLE
          IX

         

        [RESERVED]

         

        
          
            
            

          

          
            91

            
              

            

          

          
            
            

          

        

         

        ARTICLE
          X

         

        MISCELLANEOUS

         

        Section
          10.01. Termination
          of Agreement.

         

        The
          respective obligations and responsibilities of the Master Servicer, the
          Depositor, the Issuer and the Indenture Trustee created hereby (other than
          obligations expressly stated to survive the termination of the Trust) shall
          terminate on the date (the “Termination Date”) which is the earlier to occur
          of:

         

        (i) the
          day
          after the day on which the Securities are paid in full (including payment
          pursuant to Section 10.02 below); and

         

        (ii) the
          date
          that is 21 years from the death of the last survivor of the descendants
          of
          Joseph P. Kennedy, the late ambassador of the United States to the Court
          of St.
          James’s, living on the date hereof.

         

        Section
          10.02. Optional
          Termination. 

         

        [(a)
          On
          any Payment Date on or after the first Payment Date on which the Asset
          Balance
          for such date is less than [       ] percent
          of the Cut-off Date Asset Balance, [       ],
          acting directly or through one or more Affiliates, may purchase from the
          Issuer
          all (but not fewer than all) of the Loan Assets and all other property
          of the
          Issuer at a cash price equal to the sum of (A) the sum of (w) the greater
          of (i)
          the sum of the unpaid principal balance of each Mortgage Loan and the Underlying
          Securities Balance immediately prior to the date of purchase and (ii) the
          fair
          market value of such Mortgage Loans and Underlying Securities (disregarding
          accrued interest), (x) any accrued and unpaid interest on the Mortgage
          Loans
          from the date as to which interest was last paid to (but not including)
          the Due
          Date in the Due Period immediately preceding the related Payment Date,
          calculated at the Mortgage Rate thereon and any accrued and unpaid interest
          on
          the Underlying Securities to but not including the related Payment Date,
          (y) any
          unreimbursed Servicing Advances with respect to such Mortgage Loan and
          (z) the
          fair market value of all other property of the Trust, and (B) the Yield
          Maintenance Amount (such amount, the “Termination Price”).
          [       ] shall deliver written notice of its
          intention to exercise such option to the Issuer, the Indenture Trustee
          and the
          Master Servicer not less than ten days prior to the applicable Payment
          Date.

         

        The
          right
          of [       ] so to exercise such optional
          purchase right is superior to such right of the Master Servicer. The Master
          Servicer may only exercise such optional right if
          [       ] explicitly declines to do so. In
          connection with such purchase, the Master Servicer shall remit to the Indenture
          Trustee all amounts then on deposit in the Collection Account in respect
          of the
          related Total Distribution Amount for deposit to the Note Distribution
          Account,
          which deposit shall be deemed to have occurred immediately preceding such
          purchase.]

         

        (b) In
          connection with any purchase of the property of the Trust pursuant to this
          Section 10.02, the Master Servicer shall reimburse itself and each applicable
          Servicer for any amounts to be reimbursed to the Master Servicer or such
          Servicer pursuant to this Agreement and the applicable Servicing Agreements
          from
          funds in the Collection Account prior to remitting the balance of the funds
          in
          the Collection Account to the Note Distribution Account. Promptly following
          any
          such purchase pursuant to this Section, the Indenture Trustee or the Custodian
          shall release the Mortgage Files to the purchaser of such Mortgage Loans
          pursuant to this Section 10.02, or otherwise upon its order.

         

        
          
            
            

          

          
            92

            
              

            

          

          
            
            

          

        

        Section
          10.03. Certain
          Notices upon Final Payment.

         

        [       ]
          shall give the Issuer, the Indenture Trustee, each Rating Agency, each
          Securityholder and the Depositor at least 30 days’ prior written notice of the
          date on which the Trust is expected to terminate in accordance with Section
          10.01, or the date on which the Securities will be redeemed in accordance
          with
          Section 10.02. Not later than the fifth Business Day in the Due Period
          in which
          the final distribution in respect to the Securities is payable to the
          Securityholders, the Indenture Trustee shall mail to the Holders of the
          Securities a notice specifying the procedures with respect to such final
          distribution. The Indenture Trustee shall give a copy of such notice to
          each
          Rating Agency at the time such notice is given to Securityholders. Following
          the
          final distribution thereon, such Securities shall become void, no longer
          outstanding and no longer evidence any right or interest in the Loan Assets,
          the
          Mortgage Files or any proceeds of the foregoing.

         

        Section
          10.04. Beneficiaries.

         

        This
          Agreement will inure to the benefit of and be binding upon the parties
          hereto,
          the Holders of the Securities, and their respective successors and permitted
          assigns. No other Person will have any right or obligation
          hereunder.

         

        Section
          10.05. Amendment.

         

        (a) This
          Agreement may be amended from time to time by the Issuer, the Custodian,
          the
          Depositor, the Master Servicer and the Indenture Trustee, without the consent
          of
          any of the Holders of the Securities, (i) to cure any ambiguity, (ii) to
          correct
          or supplement any provision herein that may be inconsistent with any other
          provision herein, to correct any error or to conform the provisions hereof
          to
          statements made in the Prospectus, (iii) to obtain or maintain a rating
          for a
          Class of Securities from a nationally recognized statistical rating
          organization, (iv) to change the timing and/or nature of deposits in the
          Trust
          Accounts or the Certificate Distribution Account or to change the name
          in which
          the Collection Account is maintained (except that (x) deposits into the
          Certificate Distribution Account and the Note Distribution Account must
          be made
          no later than the related Payment Date and (y) either (1) such change may
          not
          adversely affect in any material respect the interests of any Securityholder,
          as
          evidenced by an Opinion of Counsel or (2) such change may not adversely
          affect
          the then-current rating of any rated Classes of Securities, as evidenced
          by
          letters from the Rating Agencies), (v) to modify, eliminate or add to any
          of its
          provisions (x) to the extent necessary to avoid or minimize the risk of
          imposition of any tax on the Trust, provided that the Indenture Trustee
          has
          received an Opinion of Counsel to the effect that (1) such action is necessary
          or desirable to avoid or minimize such risk and (2) such action will not
          adversely affect in any material respect the interests of any Securityholder
          or
          (y) to restrict the transfer of any Residual Interest Certificate, provided
          that
          the Depositor has determined that such change would not adversely affect
          the
          applicable ratings of any Classes of the Securities, as evidenced by letters
          from each Rating Agency and (vi) to make any other provisions with respect
          to
          matters or questions arising under this Agreement that are not materially
          inconsistent with the provisions hereof, provided that such action will
          not
          adversely affect in any material respect the interests of any Securityholder
          as
          evidenced by either an Opinion of Counsel or by a letter from each Rating
          Agency
          to the effect that such change will not adversely affect the applicable
          ratings
          of any Classes of the Securities.

         

        
          
            
            

          

          
            93

            
              

            

          

          
            
            

          

        

        (b) This
          Agreement may also be amended from time to time by the Issuer, the Custodian,
          the Master Servicer, the Depositor and the Indenture Trustee, with the
          consent
          of the Required Securityholders, for the purpose of adding any provisions
          to or
          changing in any manner or eliminating any of the provisions of this Agreement
          or
          of modifying in any manner the rights of the Holders of the Securities;
          provided,
          however,
          that no
          such amendment shall (a) reduce in any manner the amount of, or delay the
          timing
          of, collections of payments on the Mortgage Loans or distributions which
          are
          required to be made on any Security then outstanding, (b) reduce the percentage
          required to consent to any such amendment, (c) cause the Trust to be taxable
          as
          a corporation for federal income tax purposes or (d) modify this Section
          10.05(b) without the consent of the Holders of all of the Securities. The
          Indenture Trustee may set a record date for purposes of determining the
          holders
          entitled to give a written consent or waive compliance as authorized or
          permitted by this Section 10.05(b). Such record date shall not be more
          than 30
          days prior to the first solicitation to such consent or waiver.

         

        (c) Promptly
          after the execution of any amendment or consent pursuant to this Section
          10.05,
          the Indenture Trustee shall furnish a copy of such amendment to each Holder
          of a
          Security and, not later than the tenth Business Day preceding the effectiveness
          of any such amendment, to each Rating Agency.

         

        (d) The
          manner of obtaining consents and of evidencing the authorization of the
          execution thereof by Holders of the Securities shall be subject to such
          reasonable requirements as the Indenture Trustee may prescribe.

         

        (e) The
          Indenture Trustee and the Owner Trustee may, but shall not be obligated
          to,
          enter into any such amendment which affects the Indenture Trustee’s or Owner
          Trustee’s own rights, duties or immunities under this Agreement or
          otherwise.

         

        (f) In
          connection with any amendment pursuant to this Section 10.05, the Indenture
          Trustee, the Master Servicer and the Issuer shall be entitled to receive
          an
          Opinion of Counsel to the effect that such amendment is authorized or permitted
          by the Agreement and that all conditions precedent to the execution of
          such
          amendment in accordance with the relevant provisions of this Section 10.05
          have
          been met.

         

        Section
          10.06. Notices.

         

        (a) All
          communications and notices to the parties hereto shall be in writing and
          delivered as follows:

         

        If
          to
          the Issuer, to:
          

         

        Bayview
          Financial [          ] Trust
          [          ]

        c/o
          [          ]

        [

                         
          ]

        Attention:
          [          ]

        Facsimile:
          [          ] 

         

        


        
          
            
            

          

          
            94

            
              

            

          

          
            
            

          

        

         

        with
          a
          copy to the Master Servicer.

         

        If
          to
          the Master Servicer, to:

        


        [          ]

        [

                   
          ]

        Attention:
          [          ] 

        Telephone:
          [          ]

        Telecopier:
          [          ]

        


        If
          to
          the Master Servicer via overnight delivery to:

        


        [

                   
          ]

        Attention:
          [          ] 

        Telephone:
          [          ]

        Telecopier:
          [          ]

         

        If
          to
          the Indenture Trustee or the Custodian, to:
          

         

        [          ]

        [

                  
          ]

        Attention:
          [          ]

        Telephone:
          [          ]

        Facsimile:
          [          ]

         

        If
          to
          the Depositor to:

        


        Bayview
          Financial Securities Company, LLC

        4425
          Ponce de Leon Boulevard, 4th
          Floor

        Coral
          Gables, Florida 33146

        Telephone:
          (305) 854-8880

        Facsimile:
          (305) 854-2031

         

        
          
            
            

          

          
            95

            
              

            

          

          
            
            

          

        

        If
          to
          the Rating Agencies, to:

         

        [Moody’s
          Investors Service, Inc.

        99
          Church
          Street

        New
          York,
          New York 10007

        Attn:
          Bayview Financial [          ]
          Trust [          ]


        Telephone:
          (212) 553-0300

        Telecopier:
          (212) 553-0881]

         

        [Standard
          & Poor’s Ratings Services

        55
          Water
          Street, 41st
          Floor

        New
          York,
          NY 10041

        Attn:
          Bayview Financial [          ]
          Trust
          [          ]

        Telephone:
          (212) 438-2000

        Telecopier:
          (212) 438-2661]

         

        [Fitch
          Ratings

        1
          State
          Street Plaza, 30th
          Floor

        New
          York,
          NY 10004

        Attn:
          Bayview Financial [          ]
          Trust
          [          ]

        Telephone:
          (212) 908-0500

        Telecopier:
          (212) 480-4435]

         

        or
          at
          such other address as the party may designate by notice to the other parties
          hereto, which shall be effective when received.

         

        (b) The
          Indenture Trustee shall, at the expense of the Trust Assets, make available
          to
          each Rating Agency such information as such Rating Agency may reasonably
          request
          regarding the Securities or the Trust Assets, to the extent that such
          information is reasonably available to the Indenture Trustee.

         

        (c) All
          communications and notices to Securityholders given pursuant hereto shall
          be in
          writing and mailed first class mail, postage prepaid at the address shown
          above,
          or, in the case of the Securityholders, at the address shown in the Note
          Register or Certificate Register, as applicable. Such notices shall be
          deemed
          given when mailed.

         

        Section
          10.07. Merger
          and Integration.

         

        Except
          as
          specifically stated otherwise herein, this Agreement sets forth the entire
          understanding of the parties relating to the subject matter hereof, and
          all
          prior understandings, written or oral, are superseded by this Agreement.
          This
          Agreement may not be modified, amended, waived, or supplemented except
          as
          provided herein.

         

        Section
          10.08. Headings.

         

        The
          headings herein are for purposes of reference only and shall not otherwise
          affect the meaning or interpretation of any provision hereof.

         

        
          
            
            

          

          
            96

            
              

            

          

          
            
            

          

        

        Section
          10.09. Provision
          of Information.

         

        Upon
          request, the Depositor shall make available to the Initial Purchasers such
          information as is reasonably available to the Depositor regarding procedures
          employed by the Seller or its affiliates to ensure that any Mortgage Loans
          subject to the Home Ownership and Equity Protection Act of 1994 or comparable
          state laws were originated in compliance with such laws.

         

        Section
          10.10. Severability
          of Provisions.

         

        If
          any
          one or more of the covenants, provisions or terms of this Agreement shall
          be for
          any reason whatsoever held invalid, then such covenants, provisions or
          terms
          shall be deemed severable from the remaining covenants, provisions or terms
          of
          this Agreement, and shall in no way affect the validity or enforceability
          of the
          other provisions of this Agreement, the rights of the Securityholders or
          the
          rights of the Issuer or the Indenture Trustee.

         

        Section
          10.11. No
          Proceedings.

         

        Notwithstanding
          any prior termination of this Agreement, the Indenture Trustee, the Master
          Servicer and the Depositor shall not, prior to the date which is one year
          and
          one day after the termination of this Agreement, acquiesce, petition or
          otherwise invoke or cause any Person to invoke the process of any court
          or
          government authority for the purpose of commencing or sustaining a case
          against
          the Depositor or the Issuer under any federal or state bankruptcy, insolvency
          or
          similar law or appointing a receiver, liquidator, assignee, trustee, custodian,
          sequestrator or other similar official of the Depositor or the Issuer or
          any
          substantial part of their respective property, or ordering the winding
          up or
          liquidation of the affairs of the Depositor or the Issuer.

         

        Section
          10.12. Governing
          Law; Consent to Jurisdiction; Waiver of Jury Trial.

         

        (a) THIS
          AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
          OF THE
          STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS
          (OTHER
          THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS,
          RIGHTS
          AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
          WITH
          SUCH LAWS.

         

        (b) THE
          ISSUER, THE MASTER SERVICER, THE DEPOSITOR, THE CUSTODIAN AND THE INDENTURE
          TRUSTEE HEREBY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF
          THE
          STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT LOCATED IN THE BOROUGH
          OF
          MANHATTAN IN NEW YORK CITY, SOLELY WITH RESPECT TO MATTERS ARISING UNDER
          THIS
          AGREEMENT, AND EACH WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON
          IT AND
          CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED
          TO
          THE ADDRESS SET FORTH IN SECTION 10.06 HEREOF AND SERVICE SO MADE SHALL
          BE
          DEEMED TO BE COMPLETED UPON RECEIPT THEREOF. THE MASTER SERVICER, THE DEPOSITOR
          AND THE INDENTURE TRUSTEE EACH HEREBY WAIVE ANY OBJECTION BASED ON FORUM
          NON
          CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER
          AND
          CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
          APPROPRIATE BY THE COURT. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT
          OF THE
          ISSUER, THE MASTER SERVICER, THE DEPOSITOR, THE CUSTODIAN AND THE INDENTURE
          TRUSTEE TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
          AFFECT
          THE RIGHT OF ANY SUCH PERSON TO BRING ANY ACTION OR PROCEEDING IN THE COURTS
          OF
          ANY OTHER JURISDICTION.

         

        
          
            
            

          

          
            97

            
              

            

          

          
            
            

          

        

        (c) THE
          ISSUER, THE MASTER SERVICER, THE DEPOSITOR, THE CUSTODIAN AND THE INDENTURE
          TRUSTEE EACH HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING
          ANY
          DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE ARISING OUT OF,
          CONNECTED WITH, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT. INSTEAD,
          ANY
          DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A
          JURY.

         

        Section
          10.13. Counterparts.

         

        This
          Agreement may be executed in counterparts each of which shall be an original,
          but all of which together shall constitute one and the same
          instrument.

         

        Section
          10.14. Taxes.

         

        (a) The
          Master Servicer shall perform, or cause to be performed, such duties and
          take,
          or cause to be taken, such actions, as are required to be performed or
          taken
          with respect to the Trust under the Code, including the duties and actions
          of
          the Owner Trustee or the Trust under Section 5.05 of the Trust Agreement.
          The
          Master Servicer shall prepare for signature by the Owner Trustee and, upon
          obtaining such signature, shall file or cause to be filed with the Internal
          Revenue Service federal tax or information returns with respect to the
          Trust and
          the Securities containing such information and at the times and in such
          manner
          as may be required by the Code or applicable Treasury regulations, and
          shall
          furnish to Holders such statements or information at the times and in such
          manner as may be required thereby; provided,
          however, that
          the
          Master Servicer shall not be required to compute the Issuer’s gross income; and
provided,
          further,
          that
          the Master Servicer shall not be required to prepare and file partnership
          tax
          returns on behalf of the Issuer unless it receives an opinion of counsel
          (which
          shall not be at the Master Servicer’s expense, but shall be at the expense of
          the Seller or other party furnishing such opinion) as to the necessity
          of such
          filings; and provided,
          further,
          that
          for purposes of preparing any tax or information returns, the Master Servicer
          shall be entitled to rely solely on each Underlying Trustee to provide
          to the
          Master Servicer in a timely fashion information concerning income accruals
          on
          the related Underlying Securities for each accrual period. The Owner Trustee
          shall sign all tax information returns filed pursuant to this Section,
          unless
          applicable law requires the signature of an Owner, in which case such documents
          will be signed in accordance with Section 5.05 of the Trust
          Agreement.

         

        
          
            
            

          

          
            98

            
              

            

          

          
            
            

          

        

        (b) The
          Master Servicer shall timely file all reports required to be filed by the
          Trust
          with any federal, state or local governmental authority having jurisdiction
          over
          the Trust, including the Internal Revenue Service’s Form 1041 prepared for a
          grantor trust signed by the Owner Trustee, and including any other reports
          that
          must be filed with the Securityholders. Furthermore, the Master Servicer
          shall
          report to Holders, if required, with respect to the allocation of expenses
          pursuant to Section 212 of the Code in accordance with the specific instructions
          to the Master Servicer by the Seller with respect to such allocation of
          expenses. Absent specific instructions, the Master Servicer shall allocate
          expenses to Holders based on the right of each Holder to gross stated interest
          on the Mortgage Loans, with the Residual Certificateholder treated for
          this
          purpose as having the right to all stated interest not allocated to the
          Holders
          of the Class [   ] Certificates. The Master Servicer shall
          collect any forms or reports from the Holders determined by the Seller
          to be
          required under applicable federal, state and local tax laws.

         

        (c) Unless
          required otherwise by provisions of the Internal Revenue Code or interpretations
          thereof, the Master Servicer shall treat the Trust as a grantor trust and
          not as
          an association taxable as a corporation for federal income tax
          purposes.

         

        (d) The
          Depositor, the Indenture Trustee and the Issuer covenant and agree to,
          within
          ten Business Days after the Closing Date, provide to the Master Servicer
          any
          information necessary to enable the Issuer to meet its obligations under
          subsection (b) above.

         

        (e) The
          Indenture Trustee, the Issuer, the Depositor and the Master Servicer each
          covenants and agrees for the benefit of the Holders to knowingly take no
          action
          or fail to take any action, which would, if taken or not taken, as the
          case may
          be, result in the Trust at any time being taxable as a corporation under
          the
          Code, including, without limitation, for purposes of this paragraph any
          alteration, modification, amendment, extension, waiver or forbearance with
          respect to any Mortgage Loan.

         

        (f) Neither
          the Depositor, the Owner Trustee nor the Indenture Trustee shall enter
          into any
          arrangement by which the Indenture Trustee or the Owner Trustee will receive
          a
          fee or other compensation for services rendered pursuant to this Agreement,
          which fee or other compensation is paid from the Trust, other than as expressly
          contemplated by this Agreement; provided, that the Indenture Trustee, the
          Owner
          Trustee and the Depositor may engage in any of the transactions prohibited
          by
          such clauses, provided that the Indenture Trustee and the Issuer shall
          have
          received an Opinion of Counsel experienced in federal income tax matters
          to the
          effect that such transaction does not result in a tax imposed on the Trust
          or
          cause the Trust to be taxable as a corporation under the Code; provided,
          however, that
          such
          transaction is otherwise permitted under this Agreement.

         

        Section
          10.15. Additional
          Limitation on Action and Imposition of Tax. 

         

        Except
          as
          otherwise provided in this Agreement, neither the Indenture Trustee nor
          the
          Issuer shall, without having obtained an Opinion of Counsel experienced
          in
          federal income tax matters to the effect that such transaction does not
          adversely affect the characterization of the Trust or the Notes for federal
          income tax purposes or cause the Trust to be subject to tax, (i) sell any
          assets
          of the Trust, (ii) accept any contribution of assets after the Closing
          Date or
          (iii) agree to any modification of this Agreement.

         

        
          
            
            

          

          
            99

            
              

            

          

          
            
            

          

        

        Section
          10.16. Periodic
          Filings.

         

        The
          Depositor shall prepare or cause to be prepared the initial current report
          on
          Form 8-K. Thereafter, within 15 days after each Payment Date, the Indenture
          Trustee shall, in accordance with applicable law and regulation and industry
          standards, file with the Commission via the Electronic Data Gathering and
          Retrieval System (EDGAR) a Form 10-D together with a copy of the statement
          to
          the Certificateholders for such Payment Date as an exhibit thereto and
          any other
          information as is required by Form 10-D, including, but not limited to,
          the
          information required by Item 1121 (§ 229.1121) of Regulation AB, so long as such
          information is made available to the Indenture
          Trustee
          in a
          format compatible with EDGAR filing requirements.
          Prior
          to
          [          ],
          20[  ], the Indenture Trustee shall, in accordance with industry
          standards, file a Form 15 Suspension Notification with respect to the Trust,
          if
          applicable. Prior to
          [          ],
          20[  ], the Indenture Trustee shall file [(but will not be required to
          execute)] a Form 10-K, in substance conforming to industry standards, with
          respect to the Trust. The Form 10-K shall include (w)
          the
          certification required pursuant to Rules 13a-14 and 15d-14 under the Exchange
          Act (the “Form 10-K Certification”) signed by an appropriate party or parties
          designated by the Depositor [(which Form 10-K Certification the Indenture
          Trustee shall not be required to sign)],
          (x)
          the
          annual certifications delivered by the Indenture Trustee, the Administrator,
          the
          Master Servicer, the Owner Trustee, each Servicer (or any Subservicer on
          behalf
          of such Servicer) and the Custodian pursuant to any basic document, (y)
          the
          related public accounting firm attestation reports and (z) such other
          information as is required by the SEC Rules and Regulation AB.
          If
          any
          party’s report on assessment of compliance with servicing criteria required by
          clause (x) in the immediately preceding sentence, or the related public
          accounting firm attestation report required by clause (y) in the immediately
          preceding sentence, identifies any material instance of noncompliance with
          the
          servicing criteria specified in paragraph (d) of Item 1122 of Regulation
          AB (§
229.1122(d)), the Indenture Trustee shall identify the material instance
          of
          noncompliance in such report in the Form 10-K; and in the event that the
          Indenture Trustee is unable to include any report required by either clause
          (x)
          or (y) in the immediately preceding sentence in the Form 10-K, the Indenture
          Trustee shall disclose such fact in the Form 10-K together with an explanation
          as to why such report is not included as an exhibit to the Form 10-K. The
          Indenture Trustee shall have no liability for any delay in filing the form
          10-K
          due to the failure of any party to timely sign the Form 10-K Certification.
          The
          Depositor agrees to promptly furnish to the Indenture Trustee, from time
          to time
          upon request, such further information, reports, and financial statements
          within
          its control related to this Agreement and the Mortgage Loans as the Indenture
          Trustee reasonably deems appropriate to prepare and file all necessary
          reports
          with the Commission. The Indenture Trustee shall have no responsibility
          to file
          any items other than those specified in this section.

         

        If
          so
          requested, the Indenture Trustee shall sign a certification (in the form
          attached hereto as Exhibit Q for the benefit of the Person(s) signing the
          Form
          10-K Certification regarding certain aspects of such Form 10-K Certification
          (provided,
          however,
          that
          the Indenture Trustee shall not be required to undertake an analysis of
          the
          accountant’s report attached as an exhibit to the Form 10-K).

         

        
          
            
            

          

          
            100

            
              

            

          

          
            
            

          

        

        Section
          10.17. Reporting
          Requirements of the Commission

         

        (a) 
          On or
          before March 1 of each calendar year, the Indenture Trustee shall deliver
          to the
          Master Servicer, each Servicer, each Subservicer (if any) and the Depositor
          a
          report regarding its assessment of compliance with the servicing criteria
          specified in paragraph (d) of Item 1122 of Regulation AB (§ 229.1122(d)), as of
          and for the period ending the end of each fiscal year, with respect to
          asset-backed security transactions taken as a whole involving the Indenture
          Trustee, and that are backed by the same asset type as the Mortgage Loans.
          Each
          such report shall include all of the statements required under paragraph
          (a) of
          Item 1122 of Regulation AB (§ 229.1122(a)).

         

        (b) 
          On or
          before March 1 of each calendar year, the Indenture Trustee shall deliver
          to the
          Master Servicer, each Servicer, each Subservicer (if any) and the Depositor
          a
          report by a registered public accounting firm that attests to, and reports
          on,
          the assessment made by the Indenture Trustee pursuant to subsection (a)
          above.
          Each such report shall be made in accordance with standards for attestation
          engagements issued or adopted by the Public Company Accounting Oversight
          Board.

         

        (c) 
          The
          Indenture Trustee shall notify the Master Servicer, the Servicer, the
          Subservicer (if any) and the Depositor (i) of any legal proceedings pending
          against the Administrator of the type described in Item 1117 (§ 229.1117) of
          Regulation AB and (ii) if the Administrator shall become (but only to the
          extent
          not previously disclosed) at any time an affiliate of any of the Issuer,
          the
          Owner Trustee, the Indenture Trustee, the Master Servicer, the Servicer,
          any
          Originator contemplated by Item 1110 (§ 229.1110) of Regulation AB, any
          significant obligor contemplated by Item 1112 (§ 229.1112) of Regulation AB, any
          enhancement or support provider contemplated by Items 1114 or 1115 (§§
229.1114-1115) of Regulation AB or any other material party to the Trust
          contemplated by Item 1100(d)(1) (§ 229.1100(d)(1)) of Regulation AB, as
          applicable.

         

        Section
          10.18. Rule
          144A Information; Periodic Filings.

         

        (a)
          For
          so long as any of the Private Certificates are “restricted securities” within
          the meaning of Rule 144(a)(3) under the Securities Act, the Indenture Trustee
          agrees to provide to any holder of Private Securities and to any prospective
          purchaser of Private Securities designated by such a Securityholder, upon
          the
          request of such Securityholder or prospective purchaser, the information
          specified below, which is intended to satisfy the condition set forth in
          Rule
          144A(d)(4) under the Securities Act; provided
          that
          this Section shall require, as to the Issuer, the Indenture Trustee or
          the
          Master Servicer, only that the Indenture Trustee provide publicly available
          information regarding it, the Issuer or the Master Servicer in response
          to any
          such request:

         

        (i) the
          Prospectus and any amendments and supplements thereto;

         

        (ii) the
          Basic
          Documents and any amendments thereto;

         

        (iii) the
          Master Servicer’s and each Servicer’s certificates required pursuant to Section
          4.28 of this Agreement and Section 2.5(h) of the applicable Servicing
          Agreement;

         

        
          
            
            

          

          
            101

            
              

            

          

          
            
            

          

        

        (iv) copies
          of
          each statement or report sent to Securityholders pursuant to Section 6.08
          during
          the 12 months immediately prior to such request; and

         

        (v) such
          other information as is reasonably available to the Indenture Trustee and
          is
          directly related to the distributions on the Securities and the Underlying
          Securities and the servicing and performance of the Mortgage Loans.

         

        Any
          recipient of information provided pursuant to this Section shall agree
          that such
          information shall not be disclosed or used for any purpose other than the
          evaluation of the Securities by the prospective purchaser. The Issuer and
          the
          Indenture Trustee shall have no responsibility for the sufficiency under
          Rule
          144A of any information so provided by the Indenture Trustee to any
          Securityholder or prospective purchaser of Securities.

         

        (b) The
          Indenture Trustee will provide to any person to whom a Prospectus was delivered,
          upon the request of such person specifying the document or documents requested,
          (i) a copy (excluding exhibits) of any report on Form 8-K or Form 10-K
          filed
          with the Commission pursuant to Section 10.16 and (ii) a copy of any other
          document incorporated by reference in the Prospectus to the extent in the
          possession of the Indenture Trustee. Any reasonable out-of-pocket expenses
          incurred by the Indenture Trustee in providing copies of such documents
          shall be
          reimbursed by the Depositor.

         

        On
          each
          Payment Date, the Indenture Trustee shall deliver or cause to be delivered
          by
          first class mail or make available on its website to the Depositor, Attention:
          Contract Finance, a copy of the report delivered to Certificateholders
          pursuant
          to Section 6.08.

         

        
          
            
            

          

          
            102

            
              

            

          

          
            
            

          

        

         


        IN
          WITNESS WHEREOF, the parties hereto have caused this Transfer and Servicing
          Agreement to be executed by their respective officers thereunto duly authorized
          on the day and year first above written.

         

        
          	 	 	 
	 	
                  BAYVIEW
                    FINANCIAL SECURITIES COMPANY, LLC,

                  as
                    Depositor

                
	 
 	 
 	 
 
	 	By:  	 
	 	 	
                  

                  [          ],
                    not in [his/her] individual capacity
                    but solely as Co-Trustee

                   

                  [          ],

                  as
                    Master Servicer

                
	 	 	 
	 	By: 	 
	 	
                  
                    

                  

                  Name:

                  Title: 

                


        

        
           

          
            	 	 	 
	 	
                    BAYVIEW FINANCIAL
                      [          ] TRUST
                      [          ],
                      

                    as
                      Issuer

                  
	 
 	 
 	 
 
	 	By:  	[          ],
                    
	 	 	
                    

                    not
                      in its individual capacity but solely as
                      Owner Trustee

                  
	 	 	 
	 	By: 	 
	 	 	
                    

                    Name:

                    Title:

                     

                    [          ],
                      as Custodian

                  
	 	 	 
	 	By:	 
	 	 	
                    

                    Name:

                    Title:

                     

                    [          ],
                      as Indenture Trustee

                  
	 	 	 
	 	By:	 
	 	
                    
                      

                    

                    
                      Name:

                      Title:

                    

                  


          

           

        

         

        
          
            
            

          

          
            103

            
              

            

          

          
            
            

          

        

        Accepted
          and Agreed to for purposes of Section 4.06 and
          Section 4.34 only:

         

         

        
          	[Seller] 	 	 	 
	 	 	 	 	 
	By:	[       ],	 	 	 
	 	
                  

                	 	 	
                
	By: 	 	 	 	 
	 	
                  

                  Name:
                    [          ]

                  Title:
                    [          ]

                	 	 	 


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          A

        


        FORM
          OF
          MASTER SERVICER’S MONTHLY REPORT

        


        


        


         

         

         

        
 

        
          
            
            

          

          
            A-1

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          B

         

        FORM
          OF
          INITIAL CERTIFICATION

         

        [Date]

         

        Bayview
          Financial Securities Company, LLC

        4425
          Ponce de Leon Boulevard, 4th Floor

        Coral
          Gables, Florida 33146

        


        Bayview
          Financial [          ] Trust
          [          ]

        c/o
          [          ]

        [

                         
          ]

         

        
          
            
              	 	
                      Re:

                    	
                      Transfer
                        and Servicing Agreement dated as of
                        [          ], among
                        Bayview

                    
	 	 	
                      Financial
                        Securities Company, LLC,
                        Bayview Financial
                        [          ] Trust
                        

                    
	 	 	
                      [          ],
                        [          ] and
                        [          ] (the
                        “Transfer and Servicing Agreement”)

                    


            

             

          

        

        Ladies
          and Gentlemen:

         

        In
          accordance with the provisions of the Transfer and Servicing Agreement,
          the
          undersigned, as [Custodian on behalf of] the Indenture Trustee, hereby
          certifies
          that as to any Mortgage Loan listed in the Mortgage Loan Schedule (other
          than
          any Mortgage Loan paid in full or any Mortgage Loan listed on the exceptions
          report attachment hereto), it has reviewed the documents delivered to it
          pursuant to the Transfer and Servicing Agreement and has determined that
          (i) all
          Mortgages Notes and Assignments, installment sale contracts or contracts
          for
          purchase required to be delivered to it pursuant to the Transfer and Servicing
          Agreement are in its possession and (ii) each such Mortgage Note and Assignment,
          installment sale contract or contract for purchase has been reviewed by
          it and
          appears regular on its face, appears to bear original signatures, and has
          not
          been mutilated, damaged, torn or otherwise physically altered and relates
          to
          such Mortgage Loan. The undersigned has made no independent examination
          of such
          documents beyond the review specifically required in the Transfer and Servicing
          Agreement. The undersigned makes no representations or warranties as to:
          (i) the
          validity, legality, enforceability or genuineness of any such documents
          contained in each or any of the Mortgage Loans identified in the Mortgage
          Loan
          Schedule, or (ii) the collectibility, insurability, effectiveness or suitability
          of any such Mortgage Loan.

         

        This
          Certificate is subject in all respects to the Transfer and Servicing Agreement
          including, but not limited to, Section 2.02.

         

        
          
            
            

          

          
            B-1

            
              

            

          

          
            
            

          

        

        Capitalized
          words and phrases used herein shall have the respective meanings assigned
          to
          them in the Transfer and Servicing Agreement.

         

        
          
            	 	 	 
	 	
                    [[Custodian],
                      on
                      behalf of ]

                    
                      [          ],

                      as
                        Indenture Trustee

                    

                  
	 
 	 
 	 
 
	 	By:  	 
	 	
                    

                    Name:

                    Title:

                  


          

        

        


        
          
            
            

          

          
            B-2

            
              

            

          

          
            
            

          

        


        EXHIBIT
          C

        


        FORM
          OF
          INTERIM CERTIFICATION

        


        


        [Date]

         

        Bayview
          Financial Securities Company, LLC

        4425
          Ponce de Leon Boulevard, 4th Floor

        Coral
          Gables, Florida 33146

        


        Bayview
          Financial [          ] Trust
          [          ]

        c/o
          [          ]

        [

                         
          ]

         

        
          
            	 	
                    Re:

                  	
                    Transfer
                      and Servicing Agreement dated as of
                      [          ], among
                      Bayview

                  
	 	 	
                    Financial
                      Securities Company, LLC,
                      Bayview Financial
                      [          ] Trust
                      

                  
	 	 	
                    [          ],
                      [          ] and
                      [          ] (the
                      “Transfer and Servicing
                      Agreement”)

                  


          

        

         

        Ladies
          and Gentlemen:

         

        In
          accordance with the provisions of the Transfer and Servicing Agreement,
          the
          undersigned, as [Custodian on behalf of the] Indenture Trustee, hereby
          certifies
          that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other
          than
          any Mortgage Loan paid in full or any Mortgage Loan listed on the exceptions
          report attached hereto), it (or its custodian) has received the applicable
          documents listed in Section 2.01 of the Transfer and Servicing
          Agreement.

         

        The
          undersigned hereby certifies as to each Mortgage Loan identified on the
          Mortgage
          Loan Schedule, other than any Mortgage Loan listed on Schedule I hereto,
          it has
          reviewed the documents identified above and has determined that (a) each
          such
          document has not been mutilated, damaged or torn and relates to the Mortgage
          Loan identified in such document and (b) the information set forth in the
          Mortgage Loan Schedule that corresponds to items (i) through (iii) of the
          definition of Mortgage Loan Schedule contained in the Transfer and Servicing
          Agreement accurately reflects information set forth in the Mortgage
          File.

         

        This
          Certificate is qualified in all respects by the terms of the Transfer and
          Servicing Agreement including, but not limited to, Section 2.02.

         

        
          
            
            

          

          
            C-1

            
              

            

          

          
            
            

          

        

        Capitalized
          words and phrases used herein shall have the respective meanings assigned
          to
          them in the Transfer and Servicing Agreement.

         

        
          	 	 	 
	 	
                  [[Custodian],
                    on
                    behalf of ]

                  
                    [          ],

                    as
                      Indenture Trustee

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                  Name:

                  Title:

                


        

        
 

        
          
            
            

          

          
            C-2

            
              

            

          

          
            
            

          

        


        EXHIBIT
          D

         

        FORM
          OF
          FINAL CERTIFICATION

         

        [Date]

         

        Bayview
          Financial Securities Company, LLC

        4425
          Ponce de Leon Boulevard, 4th Floor

        Coral
          Gables, Florida 33146

        


        Bayview
          Financial [          ] Trust
          [          ]

        c/o
          [          ]

        [

                         
          ]

         

        
          
            
              	 	
                      Re:

                    	
                      Transfer
                        and Servicing Agreement dated as of
                        [          ], among
                        Bayview

                    
	 	 	
                      Financial
                        Securities Company, LLC,
                        Bayview Financial [          ]
                        Trust
                        

                    
	 	 	
                      [          ],
                        [          ] and
                        [          ] (the
                        “Transfer and Servicing
                        Agreement”)       

                    


            

          

           

        

        Ladies
          and Gentlemen:

         

        In
          accordance with the provisions of the Transfer and Servicing Agreement,
          the
          undersigned, as [Custodian on behalf of the] Indenture Trustee, hereby
          certifies
          that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other
          than
          any Mortgage Loan paid in full or any Mortgage Loan listed on the exceptions
          report attached hereto), it (or its custodian) has received the applicable
          documents listed in Section 2.01 of the Transfer and Servicing
          Agreement.

         

        The
          undersigned hereby certifies that as to each Mortgage Loan identified in
          the
          Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule
          I
          hereto, it has reviewed the documents listed above and has determined that
          each
          such document appears to be complete and, based on an examination of such
          documents, the information set forth in items (i) through (iii) of the
          Mortgage
          Loan Schedule is correct. 

         

        This
          Certificate is qualified in all respects by the terms of the Transfer and
          Servicing Agreement including, but not limited to, Section 2.02.

         

        
          
            
            

          

          
            D-1

            
              

            

          

          
            
            

          

        

        Capitalized
          words and phrases used herein shall have the respective meanings assigned
          to
          them in the Transfer and Servicing Agreement.

         

        
          
            	 	 	 
	 	
                    [[Custodian],
                      on
                      behalf of ]

                    
                      [          ],

                      as
                        Indenture Trustee

                    

                  
	 
 	 
 	 
 
	 	By:  	 
	 	
                    

                    Name:

                    Title:

                  


          

           

          
            
              
              

            

            
              D-2

              
                

              

            

            
              
              

            

          

        

         

        EXHIBIT
          E

         

        FORM
          OF
          REQUEST FOR RELEASE OF DOCUMENTS

         

        [Indenture
          Trustee]

        [Custodian]

         

        
          
            
              	 	
                      Re:

                    	
                      Transfer
                        and Servicing Agreement dated as of
                        [          ], among
                        Bayview

                    
	 	 	
                      Financial
                        Securities Company, LLC,
                        Bayview Financial
                        [          ] Trust
                        

                    
	 	 	
                      [          ],
                        [          ] and
                        [          ] (the
                        “Transfer and Servicing
                        Agreement”)

                    


            

          

        

         

        In
          connection with the administration of Mortgage Loans held by you as [Indenture
          Trustee] [Custodian], we hereby request the release, and acknowledge receipt,
          of
          the [specify documents] for the Mortgage Loans described below, for the
          reason
          indicated.

         

        Mortgagor’s
          Name Address and Zip Code:

         

        Mortgage
          Loan Number:

         

        Reason
          for Requesting Documents
          (check
          one):

         

            1. Mortgage
          Loan
          Paid in
          Full. (All amounts received in connection therewith have been credited
          to the
          Collection Account and remitted to (as applicable) the Indenture Trustee
          and/or
          the Owner Trustee for deposit into the Note Distribution Account and the
          Certificate Distribution Account pursuant to the Transfer and Servicing
          Agreement.)

         

            2. Mortgage
          Loan Liquidated. (All proceeds of foreclosure, insurance or other liquidation
          have been finally received and credited to the Collection Account and remitted
          to (as applicable) the Indenture Trustee and/or the Owner Trustee for deposit
          into the Note Distribution Account and the Certificate Distribution Account
          pursuant to the Transfer and Servicing Agreement.)

         

            3. Mortgage
          Loan
          in
          foreclosure or another method of liquidation pursuant to the Transfer and
          Servicing Agreement.

         

            4. Mortgage
          Loan subject to documentation corrections for errors and ambiguities. (The
          documentation released pursuant to this Request for Release of Documents
          has
          errors or ambiguities that require correction and that such documentation
          shall
          be corrected in a prompt manner and returned to the Custodian in accordance
          with
          the Transfer and Servicing Agreement; provided,
          however,
          that no
          more than one hundred Indenture Trustee’s Mortgage Files shall be released at
          any one time.)

         

        
          
            
            

          

          
            E-1

            
              

            

          

          
            
            

          

        

            5. Mortgage
          Loan repurchased pursuant to Section 2.03 of the Transfer and Servicing
          Agreement. (The Purchase Price, or the Substitution Amount, if any, has
          been
          credited to the Collection Account and remitted to the Indenture Trustee
          and/or
          the Owner Trustee for deposit into the Note Distribution Account and/or
          the
          Certificate Distribution Account pursuant to the Transfer and Servicing
          Agreement.)

         

        
          
                6.
              Subject
              to the approval of the Indenture Trustee set forth below, other release
              (explain):

          

        

         

        If
          box 1,
          2 or 5 above is checked, and if all or part of the Indenture Trustee’s Mortgage
          Files were previously released to Bayview
          Financial Securities Company, LLC,
          please
          release to Bayview
          Financial Securities Company, LLC its
          previous request and receipt on file with you, as well as any additional
          documents in your possession relating to the specified Mortgage
          Loan.

         

        If
          box 3
          or 4 above is checked, upon the return of all of the above documents to
          you as
          the [Indenture Trustee] [Custodian], please acknowledge your receipt by
          signing
          in the space indicated below, and returning this form.

         

        If
          box 6
          above is checked, and the Mortgage Loan is being foreclosed, the Mortgage
          File
          will be returned when no longer required for such purpose.

         

        
          
            
            

          

          
            E-2

            
              

            

          

          
            
            

          

        

         

        Capitalized
          terms used and not otherwise defined herein shall have the meanings set
          forth in
          the Transfer and Servicing Agreement.

         

        
          	 	 	 
	 	[SERVICER][SELLER]
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                  Name:
                    

                  Title:

                  Date:
                    

                


        

         

        
          
            
            

          

          
            E-3

            
              

            

          

          
            
            

          

        

        
 

        EXHIBIT
          F

        


        SWAP
          AGREEMENTS

        


        


         

         

         

         

        
 

        
          
            
            

          

          
            F-1

            
              

            

          

          
            
            

          

        

        



        EXHIBIT
          G

        


        RATE
          PROTECTION AGREEMENTS

        
          


          


           

           

           

           

          
 

          
            
              
              

            

            
              G-1

              
                

              

            

            
              
              

            

             

          

        

        EXHIBIT
          H

        


        LIST
          OF
          SERVICING AGREEMENTS AND SUBSERVICING AGREEMENTS

        
          


          


           

           

           

           

          
 

          
            
              
              

            

            
              H-1

              
                

              

            

            
 

          

        

        EXHIBIT
          I

        


        


        FORM
          OF
          CONFIRMATION AND CONFIDENTIALITY AGREEMENT

         

        


         

        [          ],
          as Indenture Trustee

         

        [       ]

         

        [       ]

         

        Attention:
          [       ]

         

        Re:
          Bayview Financial [          ]
          Trust
          [          ]

         

        Ladies
          and Gentlemen:

         

        This
          letter is delivered to you in connection with a request for information
          by the
          undersigned beneficial holder (the “Holder”) or the undersigned prospective
          transferee (the “Transferee”) of [Class __ Notes (the “Notes”)][Residual
          Interest Certificates]. [The Notes were issued pursuant to the Indenture
          dated
          as of [          ] (the
“Indenture”), by and between Bayview Financial [          ]
          Trust
          [          ], as issuer and
          [          ], as indenture
          trustee][The Residual Interest Certificates were issued pursuant to the
          Trust
          Agreement dated as of
          [          ] (the “Trust
          Agreement”) by and between
          [          ], as owner trustee
          and Bayview Financial Securities Company, LLC, as depositor]. All terms
          used
          herein and not otherwise defined shall have the meanings set forth in the
          [Indenture][Trust Agreement]. The undersigned hereby certifies, represents
          and
          warrants to you, that:

         

        
          
            	 	
                    INITIAL
                      BOX AS APPLICABLE

                  
	 	 	 
	 	
                    1.
                      _____

                  	
                    In
                      the case of a request for information by a direct or beneficial
                      holder of
                      [Notes][Residual Interest Certificates]: the undersigned is
                      a direct or
                      beneficial holder of [Notes][Residual Interest Certificates]
                      and is
                      requesting the information solely for use in evaluating such
                      party’s
                      investment in the [Notes][Residual Interest Certificates] and
                      will
                      otherwise keep such information confidential.

                  
	 	 	 
	 	
                    2.
                      _____

                  	
                    In
                      the case of a request for information by a prospective transferee:
                      (i) the
                      undersigned holder is a direct or beneficial holder of [Notes][Residual
                      Interest Certificates] and the undersigned requesting party
                      is a
                      prospective transferee of the undersigned holder’s [Notes][Residual
                      Interest Certificates] and (ii) the undersigned requesting
                      party is a
                      prospective transferee of [Notes][Residual Interest Certificates],
                      is
                      requesting the information solely for use in evaluating a possible
                      investment in [Notes][Class Residual Interest Certificates]
                      and will
                      otherwise keep such information
                      confidential.

                  


          

        

        
           

        

         

        
          
            
            

          

          
            I-1

            
              

            

          

          
            
            

          

        

        IN
          WITNESS WHEREOF, the parties hereto have caused this Confirmation and
          Confidentiality Agreement to be executed this ___ day of ______________,
          200__.

         

         

        [___________________________],

        HOLDER

         

         

        By:
          __________________________

        Name:

        Title:

         

         

        [_____________________________],

        TRANSFEREE

         

         

        By:
          __________________________

        Name:

        Title:

         

        


        
          
            
            

          

          
            I-2

            
              

            

          

          
            
            

          

        

        [EXHIBIT
          J

         

        FORM
          OF
          ADDITION NOTICE

         

        Pursuant
          to Section 2.01(a) of the Transfer and Servicing Agreement dated as of
          [          ], by and among
          Bayview Financial Securities Company, LLC, as depositor (the “Depositor”),
          [          ], as master
          servicer (the “Master Servicer”) and
          [           ], as
          indenture trustee (the “Indenture Trustee”), the Depositor hereby provides
          notice to the Indenture Trustee, the Master Servicer and the Rating Agencies
          that the Subsequent Mortgage Loans identified on Schedule I attached hereto
          will
          be sold to the Trust on [_______] (the
          “Transfer Date”) pursuant to a Transfer Supplement. 

         

        Capitalized
          terms not otherwise defined herein shall have the meanings set forth in
          the
          Transfer and Servicing Agreement.

         

        
          
            	 	 	 
	 	
                    BAYVIEW
                      FINANCIAL SECURITIES COMPANY, LLC, 

                    as
                      Depositor

                  
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                    

                    Name:

                    Title:

                  


          



         

        
          
            
            

          

          
            J-1

            
              

            

          

          
            
            

          

        

         

        SCHEDULE
          I TO

        ADDITION
          NOTICE]

         

        


         

        


         

        
          
            
            

          

          
            J-2

            
              

            

          

          
            
            

          

        

         

        SCHEDULE
          I

        


        MORTGAGE
          LOAN SCHEDULE

         

         

         

        
 

        


        


        
          
            
            

          

          
            Sch
              I-1

            
              

            

          

          
            
            

          

        

         

        SCHEDULE
          I-A

        


        PERFORMING
          MORTGAGE LOANS

        
           

           

           

          
 

          


          


          
            
              
              

            

            
              Sch
                I-A-1

              
                

              

            

            
              
              

            

             

          

        

        SCHEDULE
          I-B

        


        NON-PERFORMING
          MORTGAGE LOANS

        
           

           

           

          
 

          


          


          
            
              
              

            

            
              Sch
                I-B-1

              
                

              

            

            
              
              

            

             

          

        

        SCHEDULE
          I-C

        


        SIMPLE
          INTEREST MORTGAGE LOANS

        
           

           

           

          
 

          


          


          
            
              
              

            

            
              Sch
                I-C-1

              
                

              

            

            
              
              

            

             

          

        

        SCHEDULE
          I-D

        


        [Reserved]

        
           

           

           

          
 

          


          


          
            
              
              

            

            
              Sch
                I-D-1

              
                

              

            

            
              
              

            

             

          

        

        SCHEDULE
          I-E

        


        PREPAYMENT
          PREMIUM CONVEYED MORTGAGE LOANS

        
           

           

           

          
 

          


          


          
            
              
              

            

            
              Sch
                I-E-1

              
                

              

            

            
              
              

            

             

          

        

        SCHEDULE
          I-F

        


        BI-WEEKLY
          MORTGAGE LOANS

        
           

           

           

          
 

          


          


          
            
              
              

            

            
              Sch
                I-F-1

              
                

              

            

            
              
              

            

             

          

        

        SCHEDULE
          I-G

        


        CONVERTIBLE
          MORTGAGE LOANS

        
           

           

           

          
 

          


          


          
            
              
              

            

            
              Sch
                I-G-1

              
                

              

            

            
              
              

            

             

          

        

        SCHEDULE
          I-H

        


        [Reserved]

        
           

           

           

          
 

          


          


          
            
              
              

            

            
              Sch
                I-H-1

              
                

              

            

            
              
              

            

             

          

        

        SCHEDULE
          I-I

        


        HOLDBACK
          MORTGAGE LOANS

        
           

           

           

          
 

          


          


          
            
              
              

            

            
              Sch
                I-I-1

              
                

              

            

            
              
              

            

             

          

        

        SCHEDULE
          I-J

        


        [Reserved]

        
           

           

           

          
 

          


          


          
            
              
              

            

            
              Sch
                I-J-1

              
                

              

            

            
              
              

            

             

          

        

        SCHEDULE
          II-A

        


        [Reserved]

        
           

           

           

          
 

          


          


          
            
              
              

            

            
              Sch
                II-A-1