Unassociated Document


    


    


    


    


     

    POOLING
      AND SERVICING AGREEMENT

     

    among

     

    BAYVIEW
      FINANCIAL SECURITIES COMPANY, LLC,

    as
      Depositor

     

    


     

    WELLS
      FARGO BANK, N.A.,

    as
      Master
      Servicer

     

    and

     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

    not
      in
      its individual capacity, but solely as Trustee

    


     

    BAYVIEW
      FINANCIAL MORTGAGE PASS-THROUGH TRUST 2006-D

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2006-D

    


     

    Dated
      as
      of November 1, 2006

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS

    
      
        	 	 	 	
                 

              	 
	 	 	 	 	
                Page

              
	 	 	 	 	 
	
                ARTICLE
                  I DEFINITIONS

              	
                18

              
	 	 
	
                Section
                  1.01

              	
                .

              	
                Certain
                  Defined Terms

              	
                18

              
	
                Section
                  1.02

              	
                .

              	
                Provisions
                  of General Application

              	
                61

              
	 	 	 	 
	
                ARTICLE
                  II TRANSFER OF ASSETS

              	
                62

              
	 	 
	
                Section
                  2.01

              	
                .

              	
                Conveyance
                  of Mortgage Loans

              	
                62

              
	
                Section
                  2.02

              	
                .

              	
                Acceptance
                  and Acknowledgement by Trustee

              	
                65

              
	
                Section
                  2.03

              	
                .

              	
                Repurchase
                  or Substitution of Mortgage Loans by the Seller or
                  the Depositor

              	
                66

              
	
                Section
                  2.04

              	
                .

              	
                Grant
                  of Security Interest; Intended Characterization

              	
                70

              
	
                Section
                  2.05

              	
                .

              	
                Transmission
                  of Mortgage Files

              	
                72

              
	
                Section
                  2.06

              	
                .

              	
                REMIC
                  Matters

              	
                73

              
	 	 	 	 	 
	
                ARTICLE
                  III REPRESENTATIONS, WARRANTIES AND COVENANTS

              	
                75

              
	 	 
	
                Section
                  3.01

              	
                .

              	
                Representations
                  and Warranties of the Master Servicer

              	
                75

              
	
                Section
                  3.02

              	
                .

              	
                Representations
                  and Warranties of the Depositor

              	
                77

              
	
                Section
                  3.03

              	
                .

              	
                Representations
                  and Warranties of the Depositor with respect
                  to the Mortgage Notes

              	
                78

              
	 	 	 	 	 
	
                ARTICLE
                  IV ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS

              	
                79

              
	
                 

              	 	 	 	
                 

              
	
                Section
                  4.01

              	
                .

              	
                Duties
                  of the Master Servicer

              	
                79

              
	
                Section
                  4.02

              	
                .

              	
                Monitoring
                  of Servicers’ Performance

              	
                80

              
	
                Section
                  4.03

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

                

              	
                81

              
	
                Section
                  4.04

              	.	
                
                  Master
                    Servicer’s Financial Statements and Related
                    Information

                

              	
                81

              
	
                Section
                  4.05

              	
                .

              	
                Power
                  to Act; Procedures

              	
                81

              
	
                Section
                  4.06

              	. 	
                
                  Servicing
                    Agreements; Enforcement of Servicers’ Obligations

                

              	
                82

              
	
                Section 4.07

              	
                .

              	
                Collection
                  Account

              	
                83

              
	
                Section
                  4.08

              	
                .

              	
                Application
                  of Funds in the Collection Account

              	
                84

              
	
                Section
                  4.09

              	
                .

              	
                Determination
                  of LIBOR

              	
                86

              
	
                Section
                  4.10

              	
                .

              	
                Termination
                  of Servicing Agreements; Successor Servicers

              	
                86

              
	
                Section
                  4.11

              	
                .

              	
                Master
                  Servicer Liable for Enforcement

              	
                87

              
	
                Section
                  4.12

              	
                .

              	
                No
                  Contractual Relationship Between Servicers and Master Servicer
                  or Depositor

              	
                87

              
	
                Section
                  4.13

              	
                .

              	
                Assumption
                  by Trustee

              	
                87

              
	
                Section
                  4.14

              	
                .

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

              	
                88

              
	
                Section
                  4.15

              	
                .

              	
                Release
                  of Mortgage Files

              	
                90

              
	
                Section
                  4.16

              	.	Documents,
                Records and Funds in Possession of Master Servicer
                To Be Held for Trustee	
                91

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

         

      

      
        	
                Section
                  4.17

              	
                .

              	
                Removal
                  of Master Servicer; Resignation of Master Servicer;
                  Term of Servicing

              	
                92

              
	
                Section
                  4.18

              	
                .

              	
                Cross-Collateralized
                  Mortgage Loans

              	
                95

              
	
                Section
                  4.19

              	
                .

              	
                Standard
                  Hazard and Flood Insurance Policies

              	
                95

              
	
                Section
                  4.20

              	
                .

              	
                Presentment
                  of Claims and Collection of Proceeds

              	
                96

              
	
                Section
                  4.21

              	
                .

              	
                Maintenance
                  of the Primary Mortgage Insurance Policies

              	
                96

              
	
                Section
                  4.22

              	
                .

              	
                Trustee
                  To Retain Possession of Certain Insurance Policies and
                  Documents

              	
                97

              
	
                Section
                  4.23

              	
                .

              	
                Realization
                  Upon Defaulted Mortgage Loans

              	
                97

              
	
                Section
                  4.24

              	
                .

              	
                Compensation
                  to the Master Servicer

              	
                97

              
	
                Section
                  4.25

              	
                .

              	
                REO
                  Property

              	
                98

              
	
                Section
                  4.26

              	
                .

              	
                Delinquency
                  Advances and Servicing Advances

              	
                98

              
	
                Section
                  4.27

              	
                .

              	
                Master
                  Servicer Reports

              	
                99

              
	
                Section
                  4.28

              	
                .

              	
                Annual
                  Statements as to Compliance; Annual Assessments of
                  Compliance

              	
                100

              
	
                Section
                  4.29

              	
                .

              	
                Annual
                  Independent Public Accountants’ Servicing Statements;
                  Financial Statements

              	
                102

              
	
                Section
                  4.30

              	
                .

              	
                Merger
                  or Consolidation

              	
                102

              
	
                Section
                  4.31

              	
                .

              	
                Reports
                  filed with the Commission

              	
                103

              
	
                Section
                  4.32

              	
                .

              	
                Assignment
                  or Delegation of Duties by the Master Servicer

              	
                108

              
	
                Section
                  4.33

              	
                .

              	
                Limitation
                  on Liability of the Master Servicer and Others

              	
                108

              
	
                Section
                  4.34

              	
                .

              	
                Transfer
                  of Servicing

              	
                109

              
	
                Section
                  4.35

              	
                .

              	
                Master
                  Servicer Exchange Act Reporting Requirements

              	
                110

              
	 	 	 	 	 
	
                ARTICLE
                  V THE CERTIFICATES

              	
                111

              
	 	 
	
                Section
                  5.01

              	
                .

              	
                The
                  Certificates

              	
                111

              
	
                Section
                  5.02

              	
                .

              	
                Certificate
                  Register; Registration of Transfer and Exchange of
                  Certificates

              	
                111

              
	
                Section
                  5.03

              	
                .

              	
                [Reserved]

              	
                117

              
	
                Section
                  5.04

              	
                .

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates

              	
                117

              
	
                Section
                  5.05

              	
                .

              	
                Persons
                  Deemed Owners

              	
                117

              
	
                Section 5.06

              	
                .

              	
                Access
                  to List of Certificateholders’ Names and Addresses

              	
                117

              
	
                Section
                  5.07

              	
                .

              	
                Maintenance
                  of Office or Agency

              	
                118

              
	 	 	 	 	 
	
                ARTICLE
                  VI DEPOSITS AND DISTRIBUTIONS

              	
                118

              
	 	 
	
                Section
                  6.01

              	
                .

              	
                Rights
                  of the Holders

              	
                118

              
	
                Section
                  6.02

              	
                .

              	
                Establishment
                  of Trust Accounts

              	
                118

              
	
                Section
                  6.03

              	
                .

              	
                Investment
                  of Amounts

              	
                123

              
	
                Section
                  6.04

              	
                .

              	
                Collections

              	
                123

              
	
                Section
                  6.05

              	
                .

              	
                Flow
                  of Funds

              	
                124

              
	
                Section
                  6.06

              	
                .

              	
                Disbursement
                  of Funds

              	
                135

              
	
                Section
                  6.07

              	
                .

              	
                Allocation
                  of Losses

              	
                136

              
	
                Section
                  6.08

              	
                .

              	
                Reports
                  to Certificateholders

              	
                136

              
	
                Section
                  6.09

              	.	Presentation
                of Certificates	
                139

              
	
                Section 6.10

              	.	
                Compensating
                  Interest

              	
                139

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  6.11

              	
                .

              	
                Certain
                  Provisions With Respect to the Cap Agreement

              	
                139

              
	
                Section
                  6.12

              	
                .

              	
                The
                  Reserve Fund

              	
                139

              
	
                Section
                  6.13

              	
                .

              	
                Substitution
                  of Cap Providers

              	
                140

              
	
                Section
                  6.14

              	
                .

              	
                Supplemental
                  Interest Trust

              	
                141

              
	
                Section
                  6.15

              	
                .

              	
                Rights
                  of Swap Counterparty

              	
                142

              
	
                Section
                  6.16

              	
                .

              	
                Swap
                  Termination Receipts

              	
                142

              
	 	 	 	 	 
	
                ARTICLE
                  VII REMEDIES

              	
                143

              
	 	 
	
                Section
                  7.01

              	
                .

              	
                Limitation
                  on Suits

              	
                143

              
	
                Section
                  7.02

              	
                .

              	
                Restoration
                  of Rights and Remedies

              	
                144

              
	
                Section
                  7.03

              	
                .

              	
                Rights
                  and Remedies Cumulative

              	
                144

              
	
                Section
                  7.04

              	
                .

              	
                Delay
                  or Omission Not Waiver

              	
                145

              
	
                Section
                  7.05

              	
                .

              	
                Control
                  by Certificateholders

              	
                145

              
	
                Section
                  7.06

              	
                .

              	
                Waiver
                  of Past Defaults

              	
                145

              
	
                Section
                  7.07

              	
                .

              	
                Undertaking
                  for Costs

              	
                146

              
	
                Section
                  7.08

              	
                .

              	
                Waiver
                  of Stay or Extension Laws

              	
                146

              
	 	 
	
                ARTICLE
                  VIII LIMITATION ON LIABILITY; INDEMNITIES

              	
                146

              
	 	 
	
                Section
                  8.01

              	
                .

              	
                Liabilities
                  of Mortgagors

              	
                146

              
	
                Section
                  8.02

              	
                .

              	
                Liability
                  of the Depositor

              	
                146

              
	
                Section
                  8.03

              	
                .

              	
                Relationship
                  of Master Servicer

              	
                147

              
	
                Section
                  8.04

              	
                .

              	
                Indemnities
                  of the Master Servicer

              	
                147

              
	 	 
	
                ARTICLE
                  IX CONCERNING THE TRUSTEE

              	
                147

              
	 	 
	
                Section
                  9.01

              	
                .

              	
                Duties
                  of Trustee

              	
                147

              
	
                Section
                  9.02

              	
                .

              	
                Certain
                  Matters Affecting the Trustee

              	
                149

              
	
                Section
                  9.03

              	
                .

              	
                Trustee’s
                  Disclaimer

              	
                149

              
	
                Section
                  9.04

              	
                .

              	
                Trustee
                  May Own Certificates

              	
                150

              
	
                Section
                  9.05

              	
                .

              	
                Compensation
                  and Indemnity

              	
                150

              
	
                Section
                  9.06

              	
                .

              	
                Replacement
                  of Trustee

              	
                150

              
	
                Section
                  9.07

              	
                .

              	
                Successor
                  Trustee by Merger

              	
                151

              
	
                Section
                  9.08

              	
                .

              	
                Appointment
                  of Co-Trustee or Separate Trustee

              	
                152

              
	
                Section9.09

              	
                .

              	
                Eligibility;
                  Disqualification

              	
                153

              
	
                Section9.10

              	
                .

              	
                Fees
                  and Expenses

              	
                153

              
	
                Section9.11

              	
                .

              	
                Representations
                  and Warranties

              	
                153

              
	
                Section
                  9.12

              	
                .

              	
                Trustee
                  Exchange Act Reporting Requirements

              	
                154

              
	 	 
	
                ARTICLE
                  X MISCELLANEOUS

              	
                154

              
	 	 
	
                Section
                  10.01

              	.	
                Termination
                  upon Liquidation or Purchase of all Mortgage Loans

              	
                154

              
	
                Section 10.02


              	.	
                Optional
                  Termination; Final Distribution on the Certificates

              	
                155

              


      

      
        	
                Section
                  10.03

              	
                .

              	
                Additional
                  Termination Requirements

              	
                157

              
	
                Section
                  10.04

              	
                .

              	
                Beneficiaries

              	
                157

              
	
                Section
                  10.05

              	
                .

              	
                Amendment

              	
                157

              
	
                Section
                  10.06

              	
                .

              	
                Notices

              	
                159

              


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  10.07

              	
                .

              	
                Merger
                  and Integration

              	
                161

              
	
                Section
                  10.08

              	
                .

              	
                Headings

              	
                161

              
	
                Section
                  10.09

              	
                .

              	
                [Reserved]

              	
                161

              
	
                Section
                  10.10

              	
                .

              	
                Severability
                  of Provisions

              	
                161

              
	
                Section
                  10.11

              	
                .

              	
                No
                  Proceedings

              	
                161

              
	
                Section
                  10.12

              	
                .

              	
                Governing
                  Law; Consent to Jurisdiction; Waiver of Jury Trial

              	
                162

              
	
                Section
                  10.13

              	
                .

              	
                Counterparts

              	
                162

              
	
                Section
                  10.14

              	
                .

              	
                Taxes

              	
                162

              
	
                Section
                  10.15

              	
                .

              	
                [Reserved]

              	
                164

              
	
                Section
                  10.16

              	
                .

              	
                Provision
                  of Information

              	
                164

              


      

    

    


     

    
      	
              EXHIBITS

            	 
	 	 
	
              Exhibit
                A

            	
              Form
                of Certificates 

            
	
              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

            	
              Class
                A-IO Schedule

            
	
              Exhibit
                G-1

            	
              Cap
                Agreement

            
	
              Exhibit
                G-2

            	
              Swap
                Agreement

            
	
              Exhibit
                H

            	
              List
                of Servicing Agreements

            
	
              Exhibit
                I

            	
              [Reserved]

            
	
              Exhibit
                J

            	
              Non-Servicer
                Obligated Mortgage Loans

            
	
              Exhibit
                K

            	
              Form
                of Investment Letter for Qualified Institutional Buyers

            
	
              Exhibit
                L

            	
              Form
                of ERISA Transfer Affidavit

            
	
              Exhibit
                M

            	
              Form
                Certification to be Provided to Depositor by Master
                Servicer

            
	
              Exhibit
                N

            	
              Form
                of Residual Transferor Affidavit

            
	
              Exhibit
                O

            	
              Form
                of Residual Transferee Affidavit

            
	
              Exhibit
                P-1

            	
              Servicing
                Criteria to Be Addressed in Assessment of Compliance

            
	
              Exhibit
                P-2

            	
              Additional
                Form 8-K Disclosure

            
	
              Exhibit
                P-3

            	
              Additional
                Form 10-D Disclosure

            
	
              Exhibit
                P-4

            	
              Additional
                Form 10-K Disclosure

            
	
              Exhibit
                P-5

            	
              Additional
                Disclosure Notification

            
	 	 


    

      

    
       

      
        	
                SCHEDULES

              	 
	 	 
	
                Schedule
                  I

              	
                Mortgage
                  Loan Schedule (by Mortgage Pool)

              
	
                Schedule
                  I-A

              	
                Simple
                  Interest Mortgage Loans

              
	
                Schedule
                  I-B

              	
                Prepayment
                  Premium Conveyed Mortgage Loans

              
	
                Schedule
                  I-C

              	
                Non-Monthly
                  Mortgage Loans

              
	
                Schedule
                  I-D

              	
                Convertible
                  Mortgage Loans

              
	
                Schedule
                  I-E

              	
                Holdback
                  Mortgage Loans

              
	
                Schedule
                  I-F

              	
                [Reserved]

              
	
                Schedule
                  I-G

              	
                Stripped
                  Mortgage Loans

              
	
                Schedule
                  I-H

              	
                60+
                  Delinquent Mortgage Loans

              
	
                Schedule
                  I-I

              	
                Foreclosure
                  Restricted Loans

              
	
                Schedule
                  II-A

              	
                2003-G
                  Re-sold Mortgage Loans

              
	
                Schedule
                  II-B

              	
                2005-A
                  Re-sold Mortgage Loans

              
	
                Schedule
                  II-C

              	
                2005-E
                  Re-sold Mortgage Loans

              


      

       

      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

    


    POOLING
      AND SERVICING AGREEMENT, dated as of November 1, 2006 (this “Agreement” or
“Pooling and Servicing Agreement”), among Bayview Financial Securities Company,
      LLC, a Delaware limited liability company, as depositor (“BFSC” or the
“Depositor”), Wells Fargo Bank, N.A., a national banking association, its
      successors and permitted assigns, as master servicer (the “Master Servicer”) and
      U.S. Bank National Association, a national banking association, its successors
      and permitted assigns, not in its individual capacity, but solely as trustee
      (the “Trustee”).

     

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      Bayview Financial, L.P., a Delaware limited partnership (the “Seller”), has
      conveyed the Mortgage Loans to the Depositor pursuant to (except in the case
      of
      the Re-sold Mortgage Loans) the Purchase Agreement;

     

    WHEREAS,
      the Depositor will transfer such Mortgage Loans to the Trustee pursuant to
      this
      Agreement;

     

    WHEREAS,
      the Depositor will transfer any and all of its rights in an interest rate cap
      agreement and certain other assets to the Trustee pursuant to this
      Agreement;

     

    WHEREAS,
      the 2003-G Revolving Trust will convey the 2003-G Re-sold Mortgage Loans and
      assign its rights under the 2003-G Revolving Purchase Agreement relating to
      such
      Re-sold Mortgage Loans to Bayview Financial Property Trust II (“BFPT II”)
      pursuant to the 2003-G Revolving Assignment Agreement, BFPT II will convey
      the
      2003-G Re-sold Mortgage Loans to the Depositor pursuant to the BFPT II
      Assignment Agreement, and the Depositor will transfer the 2003-G Re-sold
      Mortgage Loans to the Trustee pursuant to this Agreement;

     

    WHEREAS,
      the 2005-A Revolving Trust will convey the 2005-A Re-sold Mortgage Loans and
      assign its rights under the 2005-A Revolving Purchase Agreement relating to
      such
      Re-sold Mortgage Loans to BFPT II pursuant to the 2005-A Revolving Assignment
      Agreement, BFPT II will convey the 2005-A Re-sold Mortgage Loans to the
      Depositor pursuant to the BFPT II Assignment Agreement, and the Depositor will
      transfer the 2005-A Re-sold Mortgage Loans to the Trustee pursuant to this
      Agreement;

     

    WHEREAS,
      the 2005-E Revolving Trust will convey the 2005-E Re-sold Mortgage Loans and
      assign its rights under the 2005-E Revolving Purchase Agreement relating to
      such
      Re-sold Mortgage Loans to BFPT II pursuant to the 2005-E Revolving Assignment
      Agreement, BFPT II will convey the 2005-E Re-sold Mortgage Loans to the
      Depositor pursuant to the BFPT II Assignment Agreement, and the Depositor will
      transfer the 2005-E Re-sold Mortgage Loans to the Trustee pursuant to this
      Agreement;

     

    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 Trustee.

     

    NOW,
      THEREFORE, in consideration of the mutual agreements herein contained, the
      parties agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    PRELIMINARY
      STATEMENT

     

    The
      Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
      in return for the Certificates. As provided herein, the Trustee shall elect
      that
      the Trust Fund (exclusive of (i) the Cap Agreement, (ii) the Reserve Fund,
      (iii)
      the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid
      Basis Risk Shortfalls, (iv) the right to receive and the obligation to pay
      AFC
      Shortfalls, (v) the right to receive and the obligation to pay the Class A-IO
      Termination Amount, (vi) the Swap Agreement, (vii) the Supplemental Interest
      Trust Account, (viii) the Supplemental Interest Trust and (ix) any Additional
      Collateral (collectively, the “Excluded Trust Assets”)) be treated for federal
      income tax purposes as comprising four real estate mortgage investment conduits
      under Section 860D of the Code (each a “REMIC” or, in the alternative “REMIC 1,”
“REMIC 2,” “REMIC 3” and “REMIC 4,” REMIC 4 also being referred to as the “Upper
      Tier REMIC”). Any inconsistencies or ambiguities in this Agreement or in the
      administration of this Agreement shall be resolved in a manner that preserves
      the validity of such REMIC elections.

     

    Each
      Certificate, other than the Class RL and Class R Certificates, represents
      ownership of a regular interest in the Upper Tier REMIC for purposes of the
      REMIC Provisions. In addition, each Certificate, other than the Class RL and
      Class R Certificates, the Interest-Only Certificates and the Class X and Class
      P
      Certificates, represents (i) the right to receive payments with respect to
      any
      Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to
      receive and the obligation to pay AFC Shortfalls. The Class R Certificates
      represent ownership of the sole Class of residual interest in each of REMIC
      2,
      REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The
      Class
      RL Certificates represent ownership of the sole class of residual interest
      in
      REMIC 1.

     

    The
      Upper
      Tier REMIC shall hold as its assets the uncertificated Interests in REMIC 3,
      other than the R-3 Interest, and each such Interest is hereby designated as
      a
      regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall
      hold as its assets the uncertificated Interests in REMIC 2, other than the
      R-2
      Interest, and each such Interest is hereby designated as a regular interest
      in
      REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets
      the uncertificated Interests in REMIC 1, other than the R-1 Interest, and each
      such Interest is hereby designated as a regular interest in REMIC 1 for purposes
      of the REMIC Provisions. REMIC 1 shall hold as its assets the property of the
      Trust Fund other than the Interests in REMIC 1, REMIC 2 and REMIC 3 and the
      Excluded Trust Assets.

     

    The
      startup day for each REMIC created hereby for purposes of the REMIC Provisions
      is the Closing Date. In addition, for purposes of the REMIC Provisions, the
      latest possible maturity date for each regular interest in each REMIC created
      hereby is the Latest Possible Maturity Date.

     

    REMIC
      1:

     

    The
      following table sets forth the designations, principal balances, and interest
      rates for each interest in REMIC 1, each of which (other than the R-1 Interest)
      is hereby designated as a regular interest in REMIC 1 (the “REMIC 1 Regular
      Interests”):

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    

      
        	
                 

                Class
                  Designation

              	
                Initial
                  Principal Balance

              	
                 

                Interest
                  Rate

              
	
                T1-Pool-1

              	
                (1)

              	
                (1)

              
	
                T1-A

              	
                $
                  185,960,241.90

              	
                (2)

              
	
                T1-F

              	
                $
                  49,250,000.00 

              	
                (3)

              
	
                T1-V

              	
                $
                  49,250,000.00 

              	
                (4)

              
	
                R-1

              	
                     
                  (5)

              	
                (5)

              


      

    

     

    


    
      	(1)  	
              This
                REMIC 1 Regular Interest shall have an initial principal balance
                equal to
                the aggregate principal balance of the Mortgage Loans in Pool 1.
                The
                interest rate for this Lower Tier Interest for each Distribution
                Date (and
                the related Accrual Period) is a per annum rate equal to the weighted
                average of the Net Mortgage Rates of the Mortgage Loans in Pool 1
                as of
                the first day of the related Due Period for such Distribution Date,
                minus
                the product of (i) 12, (ii) the amount paid from the Trust Fund during
                the
                related Accrual Period to the extent such amounts were paid for ordinary
                or routine expenses (not including any expenses relating to the Swap
                Agreement) and were not taken into account in computing the Net Mortgage
                Rate of any Mortgage Loan and (iii) a fraction, the numerator of
                which is
                the aggregate principal balance, as of the beginning of the related
                Accrual Period, of the Mortgage Loans in Pool 1 and the denominator
                of
                which is the aggregate principal balance, as of the beginning of
                the
                related Accrual Period, of all the Mortgage
                Loans.

            


    

     

    
      	(2)  	
              For
                any Distribution Date (and the related Accrual Period) the interest
                rate
                for the T1-A Interest is a per annum rate equal to the Pool 2 Net
                WAC,
                minus
                the product of (i) 12, (ii) the amount paid from the Trust Fund during
                the
                related Accrual Period to the extent such amounts were paid for ordinary
                or routine expenses (not including any expenses relating to the Swap
                Agreement) and were not taken into account in computing the Net Mortgage
                Rate of any Mortgage Loan and (iii) a fraction, the numerator of
                which is
                the aggregate principal balance, as of the beginning of the related
                Accrual Period, of the Mortgage Loans in Pool 2 and the denominator
                of
                which is the aggregate principal balance, as of the beginning of
                the
                related Accrual Period, of all the Mortgage Loans (the “Pool 2 REMIC
                WAC”).

            


    

     

    
      	(3)  	
              For
                any Distribution Date (and the related Accrual Period) the interest
                rate
                for this REMIC 1 Regular Interest shall be the lesser
                of
                (i) 9.4420%
                and (ii) the product of (a) the Pool 2 REMIC WAC and (b) 2.
                

            


    

     

    
      	(4)  	
              For
                any Distribution Date (and the related Accrual Period) the interest
                rate
                for this REMIC 1 Regular Interest shall be the excess, if any, of
                (i) the
                product of (a) the Pool 2 REMIC WAC and (b) 2, over (ii)
                9.4420%.

            


    

     

    
      	(5)  	
              The
                R-1 Interest shall not have a principal amount and shall not bear
                interest. The R-1 Interest is hereby designated as the sole class
                of
                residual interest in REMIC 1. The Class RL Certificates shall represent
                ownership of the R-1 Interest.

            


    

     

    On
      each
      Distribution Date, the Trustee shall first pay or charge as an expense of
      REMIC 1 all expenses of the Trust for such Distribution Date other than any
      expenses relating to the Swap Agreement.

     

    On
      each
      Distribution Date, interest distributable in respect of the Mortgage Loans
      for
      such Distribution Date shall be distributed to the Interests in REMIC 1 at
      the
      rates shown above.

     

    On
      each
      Distribution Date, all Realized Losses and all payments of principal in respect
      of the Mortgage Loans in Pool 1 shall be allocated to the Class T1-Pool-1
      Interest until the principal balance of such Interest is reduced to
      zero.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    On
      each
      Distribution Date, all Realized Losses and all payments of principal in respect
      of the Mortgage Loans in Pool 2 shall be allocated to the Class T1-A Interest
      until the principal balance of such Interest is reduced to zero, and then to
      the
      Class T1-F and Class T1-V Interests, in equal amounts to each such Class, until
      the principal balance of each such Interest is reduced to zero.

     

    On
      each
      Distribution Date, all prepayment premiums or penalties or yield maintenance
      payments received with respect to Pool 1 during the related Prepayment Period
      (to the extent payable to the Class P Certificates) shall be distributed to
      the
      T1-Pool-1 Interest. On each Distribution Date, all prepayment premiums or
      penalties or yield maintenance payments received with respect to Pool 2 during
      the related Prepayment Period (to the extent payable to the Class P
      Certificates) shall be distributed to the T1-F Interest.

     

    REMIC
      2:

     

    The
      following table sets forth the designations, principal balances, and interest
      rates for each interest in REMIC 2, each of which (other than the R-2 Interest)
      is hereby designated as a regular interest in REMIC 2 (the “REMIC 2 Regular
      Interests”):

     

    
      	
              Class
                Designation

            	
              Initial
                Principal Balance

            	
              Interest
                Rate

            
	
              T2-1A-IO-1

            	
              $
                1,071,662.68 

            	
              (1)

            
	
              T2-2A-IO-1

            	
              $
                1,017,562.56 

            	
              (1)

            
	
              T2-3A-IO-1

            	
              $
                966,389.03 

            	
              (1)

            
	
              T2-4A-IO-1

            	
              $
                917,675.21 

            	
              (1)

            
	
              T2-5A-IO-1

            	
              $
                871,416.48 

            	
              (1)

            
	
              T2-6A-IO-1

            	
              $
                827,697.93 

            	
              (1)

            
	
              T2-7A-IO-1

            	
              $
                786,515.98 

            	
              (1)

            
	
              T2-8A-IO-1

            	
              $
                746,841.40 

            	
              (1)

            
	
              T2-9A-IO-1

            	
              $
                709,180.96 

            	
              (1)

            
	
              T2-10A-IO-1

            	
              $
                673,449.19 

            	
              (1)

            
	
              T2-11A-IO-1

            	
              $
                639,511.71 

            	
              (1)

            
	
              T2-12A-IO-1

            	
              $
                607,267.15 

            	
              (1)

            
	
              T2-13A-IO-1

            	
              $
                650,936.08 

            	
              (1)

            
	
              T2-14A-IO-1

            	
              $
                761,686.79 

            	
              (1)

            
	
              T2-15A-IO-1

            	
              $
                707,731.57 

            	
              (1)

            
	
              T2-16A-IO-1

            	
              $
                657,591.90 

            	
              (1)

            
	
              T2-17A-IO-1

            	
              $
                610,998.34 

            	
              (1)

            
	
              T2-18A-IO-1

            	
              $
                567,700.42 

            	
              (1)

            
	
              T2-19A-IO-1

            	
              $
                527,465.48 

            	
              (1)

            
	
              T2-20A-IO-1

            	
              $
                490,077.12 

            	
              (1)

            
	
              T2-21A-IO-1

            	
              $
                455,334.23 

            	
              (1)

            
	
              T2-22A-IO-1

            	
              $
                423,049.95 

            	
              (1)

            
	
              T2-23A-IO-1

            	
              $
                393,050.60 

            	
              (1)

            
	
              T2-24A-IO-1

            	
              $
                365,174.67 

            	
              (1)

            
	
              T2-25A-IO-1

            	
              $
                339,272.11 

            	
              (1)

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              T2-26A-IO-1

            	
              $
                315,203.44 

            	
              (1)

            
	
              T2-27A-IO-1

            	
              $
                292,839.09 

            	
              (1)

            
	
              T2-28A-IO-1

            	
              $
                272,058.50 

            	
              (1)

            
	
              T2-29A-IO-1

            	
              $
                252,749.74 

            	
              (1)

            
	
              T2-30A-IO-1

            	
              $
                3,299,998.37 

            	
              (1)

            
	
              T2-Pool-1

            	
              (2)

            	
              (1)

            
	
              T2-IO-Swap

            	
              (3)

            	
              (3)

            
	
              T2-1A-IO-2

            	
              $
                7,938,347.10 

            	
              (4)

            
	
              T2-2A-IO-2

            	
              $
                7,537,600.30 

            	
              (4)

            
	
              T2-3A-IO-2

            	
              $
                10,031,147.10 

            	
              (4)

            
	
              T2-4A-IO-2

            	
              $
                1,052,454.20 

            	
              (4)

            
	
              T2-5A-IO-2

            	
              $
                12,461,399.20 

            	
              (4)

            
	
              T2-6A-IO-2

            	
              $
                10,570,672.80 

            	
              (4)

            
	
              T2-7A-IO-2

            	
              $
                5,564,974.70 

            	
              (4)

            
	
              T2-8A-IO-2

            	
              $
                3,443,057.28 

            	
              (4)

            
	
              T2-9A-IO-2

            	
              $
                5,253,261.78 

            	
              (4)

            
	
              T2-10A-IO-2

            	
              $
                4,727,431.90 

            	
              (4)

            
	
              T2-11A-IO-2

            	
              $
                3,692,599.24 

            	
              (4)

            
	
              T2-12A-IO-2

            	
              $
                581,132.55 

            	
              (4)

            
	
              T2-13A-IO-2

            	
              $
                4,271,190.86 

            	
              (4)

            
	
              T2-14A-IO-2

            	
              $
                4,055,732.76 

            	
              (4)

            
	
              T2-15A-IO-2

            	
              $
                3,851,595.36 

            	
              (4)

            
	
              T2-16A-IO-2

            	
              $
                1,829,004.60 

            	
              (4)

            
	
              T2-17A-IO-2

            	
              $
                5,300,400.60 

            	
              (4)

            
	
              T2-18A-IO-2

            	
              $
                3,297,252.38 

            	
              (4)

            
	
              T2-19A-IO-2

            	
              $
                3,130,621.07 

            	
              (4)

            
	
              T2-20A-IO-2

            	
              $
                1,144,434.37 

            	
              (4)

            
	
              T2-21A-IO-2

            	
              $
                5,150,449.32 

            	
              (4)

            
	
              T2-22A-IO-2

            	
              $
                3,180,139.46 

            	
              (4)

            
	
              T2-23A-IO-2

            	
              $
                3,344,567.55 

            	
              (4)

            
	
              T2-24A-IO-2

            	
              $
                3,615,696.93 

            	
              (4)

            
	
              T2-25A-IO-2

            	
              $
                3,493,859.56 

            	
              (4)

            
	
              T2-26A-IO-2

            	
              $
                3,263,247.06 

            	
              (4)

            
	
              T2-27A-IO-2

            	
              $
                2,159,522.73 

            	
              (4)

            
	
              T2-28A-IO-2

            	
              $
                3,307,106.53 

            	
              (4)

            
	
              T2-29A-IO-2

            	
              $
                1,820,008.56 

            	
              (4)

            
	
              T2-30A-IO-2

            	
              $
                28,104,201.05 

            	
              (4)

            
	
              T2-Pool-2

            	
              (5)

            	
              (4)

            
	
              R-2

            	
              (6)

            	
              (6)

            


    

    


    (1)  
      The
      interest rate for this REMIC 2 Regular Interest for each Distribution Date
      (and
      the related Accrual Period) is equal to the interest rate on the T1-Pool-1
      Interest in REMIC 1.

     

    (2)  
      This
      interest shall have an initial principal balance equal to the excess of (a)
      the
      aggregate Principal Balance of each Mortgage Loan in Pool 1 over (b) the sum
      of
      the initial principal balances of the interests in REMIC 2 containing the
      letters “A-IO-1” in their class designations.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (3)  
      The
      T2-IO-Swap Interest is an interest only class that does not have a principal
      balance. For each Distribution Date commencing in December 2006 through the
      Distribution Date in November 2010, the T2-IO-Swap Interest shall be entitled
      to
      interest accrued on the T1-F Interest at a per annum rate equal to the excess,
      if any, of (i) the interest rate for the T1-F Interest for such Distribution
      Date over (ii) Swap LIBOR for such Distribution Date.

     

    (4)
         For
      any
      Distribution Date (and the related Accrual Period) the interest rate for each
      of
      these REMIC 2 Regular Interest is a per annum rate equal to the weighted average
      of the interest rates on the T1-A, T1-F and T1-V Interests for such Distribution
      Date, provided,
      however, that
      (i)
      for any Distribution Date on which the T2-IO-Swap Interest is entitled to a
      portion of the interest accruals on the T1-F Interest, as described in footnote
      three above, such weighted average shall be computed by first subjecting the
      rate on such REMIC 1 Regular Interest to a cap equal to Swap LIBOR for such
      Distribution Date.

     

    (5)  
      This
      Interest shall have an initial principal balance equal to the excess of (a)
      the
      aggregate Principal Balance of each Mortgage Loan in Pool 2 over (b) the sum
      of
      the initial principal balances of the Interests in REMIC 2 containing the
      letters “A-IO-2” in their class designations.

     

    (6)   
      The
      R-2
      Interest shall not have a principal amount and shall not bear interest. The
      R-2
      interest is hereby designated as the sole class of residual interest in REMIC
      2.

     

    On
      each
      Distribution Date, interest distributable in respect of the REMIC 1 Interests
      for such Distribution Date shall be distributed to the Interests in REMIC 2
      at
      the rates shown above.

     

    On
      each
      Distribution Date, all Realized Losses and all payments of principal in respect
      of the Mortgage Loans in Pool 1 shall be allocated to the T2-Pool-1 Interest
      until the principal balance of such Interest is reduced to zero, and then to
      the
      Interests having the letters “A-IO-1” in their Class designation in descending
      order of their numerical designation until the principal balance of each such
      Interest is reduced to zero.

     

    On
      each
      Distribution Date, all Realized Losses and all payments of principal in respect
      of the Mortgage Loans in Pool 2 shall be allocated to the T2-Pool-2 Interest
      until the principal balance of such Interest is reduced to zero, and then to
      the
      Interests having the letters “A-IO-2” in their Class designation in descending
      order of their numerical designation until the principal balance of each such
      Interest is reduced to zero.

     

     

    On
      each
      Distribution Date, all prepayment premiums or penalties or yield maintenance
      payments received with respect to Pool 1 during the related Prepayment Period
      (to the extent payable to the Class P Certificates) shall be distributed to
      the
      T2-30A-IO-1 Interest. On each Distribution Date, all prepayment premiums or
      penalties or yield maintenance payments received with respect to Pool 2 during
      the related Prepayment Period (to the extent payable to the Class P
      Certificates) shall be distributed to the T2-30A-IO-2 Interest. 

     

    REMIC
      3:

     

    The
      following table sets forth the designations, principal balances, and interest
      rates for each interest in REMIC 3, each of which (other than the R-3 Interest)
      is hereby designated as a regular interest in REMIC 3 (the “REMIC 3 Regular
      Interests”):

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              Class
                Designation

            	
              Initial
                Principal Balance

            	
              Interest
                Rate

            	
              Corresponding
                Class of Certificates of Component

            
	
              T3-1-A1

            	
              1⁄4
                Corresponding Class balance

            	
              (1)

            	
              1-A1

            
	
              T3-1-A2

            	
              1⁄4
                Corresponding Class balance

            	
              (1)

            	
              1-A2

            
	
              T3-1-A3

            	
              1⁄4
                Corresponding Class balance

            	
              (1)

            	
              1-A3

            
	
              T3-1-A4

            	
              1⁄4
                Corresponding Class balance

            	
              (1)

            	
              1-A4

            
	
              T3-1-A5

            	
              1⁄4
                Corresponding Class balance

            	
              (1)

            	
              1-A5

            
	
              T3-2-A1

            	
              1⁄4
                Corresponding Class balance

            	
              (3)

            	
              2-A1

            
	
              T3-2-A2

            	
              1⁄4
                Corresponding Class balance

            	
              (3)

            	
              2-A2

            
	
              T3-2-A3

            	
              1⁄4
                Corresponding Class balance

            	
              (3)

            	
              2-A3

            
	
              T3-2-A4

            	
              1⁄4
                Corresponding Class balance

            	
              (3)

            	
              2-A4

            
	
              T3-M-1
                

            	
              1⁄4
                Corresponding Class balance

            	
              (5)

            	
              M-1

            
	
              T3-M-2
                

            	
              1⁄4
                Corresponding Class balance

            	
              (5)

            	
              M-2

            
	
              T3-M-3
                

            	
              1⁄4
                Corresponding Class balance

            	
              (5)

            	
              M-3

            
	
              T3-M-4
                

            	
              1⁄4
                Corresponding Class balance

            	
              (5)

            	
              M-4

            
	
              T3-B-1
                

            	
              1⁄4
                Corresponding Class balance

            	
              (5)

            	
              B-1

            
	
              T3-B-2

            	
              1⁄4
                Corresponding Class balance

            	
              (5)

            	
              B-2

            
	
              T3-B-3

            	
              1⁄4
                Corresponding Class balance

            	
              (5)

            	
              B-3

            
	
              T3-Pool-1

            	
               $    
                57,135,983.47 

            	
              (1)

            	
              N/A

            
	
              T3-PSA-1

            	
              $         
                269,545.58 

            	
              (1)

            	
              N/A

            
	
              T3-Pool-2

            	
              $   
                 80,198,638.53 

            	
              (3)

            	
              N/A

            
	
              T3-PSA-2

            	
              $        
                378,482.42 

            	
              (3)

            	
              N/A

            
	
              T3-Q

            	
              $ 
                227,854,650.00 

            	
              (5)

            	
              X

            
	
              T3-1A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-2A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-3A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-4A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-5A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-6A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-7A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-8A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-9A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-10A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-11A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-12A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-13A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-14A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-15A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-16A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-17A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-18A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-19A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-20A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-21A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-22A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              T3-23A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-24A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-25A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-26A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-27A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-28A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-29A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-30A-IO-1

            	
              (2)

            	
              (2)

            	
              A-IO(1)

            
	
              T3-1A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-2A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-3A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-4A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-5A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-6A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-7A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-8A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-9A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-10A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-11A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-12A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-13A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-14A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-15A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-16A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-17A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-18A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-19A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-20A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-21A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-22A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-23A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-24A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-25A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-26A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-27A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-28A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-29A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-30A-IO-2

            	
              (4)

            	
              (4)

            	
              A-IO(2)

            
	
              T3-IO-Swap

            	
              (6)

            	
              (6)

            	
              N/A

            
	
              R-3

            	
              (7)

            	
              (7)

            	
              R

            


    

     

    (1)   
      This
      interest rate with respect to any Distribution Date (and the related Accrual
      Period) for each of these REMIC 3 Regular Interests is a per annum rate equal
      to
      the greater of (i) 0.00% and (ii) the weighted average of the interest
      rates on each REMIC 2 Interest having an “A-IO-1” in its designation and the
      T2-Pool-1 Interest, computed after reducing the rate payable on each such REMIC
      2 Interest having an “A-IO-1” in its Class designation by the Class A-IO(1)
      Component Interest Rate for such Distribution Date, for any Distribution Date
      on
      which interest is payable on its Corresponding REMIC 3 A-IO-1 Interest (as
      described in footnote (2) below).

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (2)   
      Each
      of
      these REMIC 3 Interests is an interest-only Interest and does not have a
      principal balance. For each Distribution Date on the chart below, the REMIC
      3
      Interest corresponding to such Distribution Date shall be entitled to interest
      payable on the REMIC 2 Interest corresponding to such Distribution Date at
      a
      rate equal to the lesser
      of (i)
      the applicable “A-IO(1) Component Interest Rate” for such date set forth on
      Exhibit F hereto and (ii) the interest rate of the REMIC 2 Interest
      corresponding to such distribution date. Each such REMIC 3 Interest shall be
      entitled to payments only for the Distribution Date to which it corresponds
      on
      the chart below. 

     

    
      	
               

              Distribution
                Date occurring in

            	
               

              Corresponding
                REMIC 3 Interest

            	
              Corresponding
                REMIC 2 Interest

            
	
              December
                2006

            	
              T3-1A-IO-1

            	
              T2-1A-IO-1

            
	
              January
                2007

            	
              T3-2A-IO-1

            	
              T2-2A-IO-1

            
	
              February
                2007

            	
              T3-3A-IO-1

            	
              T2-3A-IO-1

            
	
              March
                2007

            	
              T3-4A-IO-1

            	
              T2-4A-IO-1

            
	
              April
                2007

            	
              T3-5A-IO-1

            	
              T2-5A-IO-1

            
	
              May
                2007

            	
              T3-6A-IO-1

            	
              T2-6A-IO-1

            
	
              June
                2007

            	
              T3-7A-IO-1

            	
              T2-7A-IO-1

            
	
              July
                2007

            	
              T3-8A-IO-1

            	
              T2-8A-IO-1

            
	
              August
                2007

            	
              T3-9A-IO-1

            	
              T2-9A-IO-1

            
	
              September
                2007

            	
              T3-10A-IO-1

            	
              T2-10A-IO-1

            
	
              October
                2007

            	
              T3-11A-IO-1

            	
              T2-11A-IO-1

            
	
              November
                2007

            	
              T3-12A-IO-1

            	
              T2-12A-IO-1

            
	
              December
                2007

            	
              T3-13A-IO-1

            	
              T2-13A-IO-1

            
	
              January
                2008

            	
              T3-14A-IO-1

            	
              T2-14A-IO-1

            
	
              February
                2008

            	
              T3-15A-IO-1

            	
              T2-15A-IO-1

            
	
              March
                2008

            	
              T3-16A-IO-1

            	
              T2-16A-IO-1

            
	
              April
                2008

            	
              T3-17A-IO-1

            	
              T2-17A-IO-1

            
	
              May
                2008

            	
              T3-18A-IO-1

            	
              T2-18A-IO-1

            
	
              June
                2008

            	
              T3-19A-IO-1

            	
              T2-19A-IO-1

            
	
              July
                2008

            	
              T3-20A-IO-1

            	
              T2-20A-IO-1

            
	
              August
                2008

            	
              T3-21A-IO-1

            	
              T2-21A-IO-1

            
	
              September
                2008

            	
              T3-22A-IO-1

            	
              T2-22A-IO-1

            
	
              October
                2008

            	
              T3-23A-IO-1

            	
              T2-23A-IO-1

            
	
              November
                2008

            	
              T3-24A-IO-1

            	
              T2-24A-IO-1

            
	
              December
                2008

            	
              T3-25A-IO-1

            	
              T2-25A-IO-1

            
	
              January
                2009

            	
              T3-26A-IO-1

            	
              T2-26A-IO-1

            
	
              February
                2009

            	
              T3-27A-IO-1

            	
              T2-27A-IO-1

            
	
              March
                2009

            	
              T3-28A-IO-1

            	
              T2-28A-IO-1

            
	
              April
                2009

            	
              T3-29A-IO-1

            	
              T2-29A-IO-1

            
	
              May
                2009

            	
              T3-30A-IO-1

            	
              T2-30A-IO-1

            


    

    


     

    (3)   
      This
      interest rate with respect to any Distribution Date (and the related Accrual
      Period) for each of these REMIC 3 Regular Interests is a per annum rate equal
      to
      the greater of (i) 0.00% and (ii) the weighted average of the interest
      rates on each REMIC 2 Interest having an “A-IO-2” in its designation and
      T2-Pool-2 Interest, computed after reducing the rate payable on each such REMIC
      2 Interest having an “A-IO-2” in its Class designation by the Class A-IO(2)
      Component Interest Rate for such Distribution Date, for any Distribution Date
      on
      which interest is payable on its Corresponding REMIC 3 A-IO-2 Interest (as
      described in footnote (4) below).

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (4)   
      Each
      of
      these REMIC 3 Interests is an interest-only Interest and does not have a
      principal balance. For each Distribution Date on the chart below, the REMIC
      3
      Interest corresponding to such Distribution Date shall be entitled to interest
      payable on the REMIC 2 Interest corresponding to such Distribution Date at
      a
      rate equal to the lesser
      of (i)
      the applicable “A-IO(2) Component Interest Rate” for such date set forth on
      Exhibit F hereto and (ii) the interest rate of the REMIC 2 Interest
      corresponding to such distribution date. Each such REMIC 3 Interest shall be
      entitled to payments only for the Distribution Date to which it corresponds
      on
      the chart below. 

     

    
      	
               

              Distribution
                Date occurring in

            	
               

              Corresponding
                REMIC 3 Interest

            	
              Corresponding
                REMIC 2 Interest

            
	
              December
                2006

            	
              T3-1A-IO-2

            	
              T2-1A-IO-2

            
	
              January
                2006

            	
              T3-2A-IO-2

            	
              T2-2A-IO-2

            
	
              February
                2007

            	
              T3-3A-IO-2

            	
              T2-3A-IO-2

            
	
              March
                2007

            	
              T3-4A-IO-2

            	
              T2-4A-IO-2

            
	
              April
                2007

            	
              T3-5A-IO-2

            	
              T2-5A-IO-2

            
	
              May
                2007

            	
              T3-6A-IO-2

            	
              T2-6A-IO-2

            
	
              June
                2007

            	
              T3-7A-IO-2

            	
              T2-7A-IO-2

            
	
              July
                2007

            	
              T3-8A-IO-2

            	
              T2-8A-IO-2

            
	
              August
                2007

            	
              T3-9A-IO-2

            	
              T2-9A-IO-2

            
	
              September
                2007

            	
              T3-10A-IO-2

            	
              T2-10A-IO-2

            
	
              October
                2007

            	
              T3-11A-IO-2

            	
              T2-11A-IO-2

            
	
              November
                2007

            	
              T3-12A-IO-2

            	
              T2-12A-IO-2

            
	
              December
                2007

            	
              T3-13A-IO-2

            	
              T2-13A-IO-2

            
	
              January
                2008

            	
              T3-14A-IO-2

            	
              T2-14A-IO-2

            
	
              February
                2008

            	
              T3-15A-IO-2

            	
              T2-15A-IO-2

            
	
              March
                2008

            	
              T3-16A-IO-2

            	
              T2-16A-IO-2

            
	
              April
                2008

            	
              T3-17A-IO-2

            	
              T2-17A-IO-2

            
	
              May
                2008

            	
              T3-18A-IO-2

            	
              T2-18A-IO-2

            
	
              June
                2008

            	
              T3-19A-IO-2

            	
              T2-19A-IO-2

            
	
              July
                2008

            	
              T3-20A-IO-2

            	
              T2-20A-IO-2

            
	
              August
                2008

            	
              T3-21A-IO-2

            	
              T2-21A-IO-2

            
	
              September
                2008

            	
              T3-22A-IO-2

            	
              T2-22A-IO-2

            
	
              October
                2008

            	
              T3-23A-IO-2

            	
              T2-23A-IO-2

            
	
              November
                2008

            	
              T3-24A-IO-2

            	
              T2-24A-IO-2

            
	
              December
                2008

            	
              T3-25A-IO-2

            	
              T2-25A-IO-2

            
	
              January
                2009

            	
              T3-26A-IO-2

            	
              T2-26A-IO-2

            
	
              February
                2009

            	
              T3-27A-IO-2

            	
              T2-27A-IO-2

            
	
              March
                2009

            	
              T3-28A-IO-2

            	
              T2-28A-IO-2

            
	
              April
                2009

            	
              T3-29A-IO-2

            	
              T2-29A-IO-2

            
	
              May
                2009

            	
              T3-30A-IO-2

            	
              T2-30A-IO-2

            


    

     

    (5)   This
      interest rate with respect to any Distribution Date (and the related Accrual
      Period) for each of these REMIC 3 Regular Interests is a per annum rate equal
      to
      the greater of (i) 0.00% and (ii) the weighted average of the interest
      rates on the each REMIC 2 Interest having an “A-IO” in its designation, the
      T2-Pool-1 Interest and T2-Pool-2 Interest, computed after (a) reducing the
      rate
      payable on each such REMIC 2 Interest having an “A-IO-1” in its Class
      designation by the Class A-IO(1) Component Interest Rate for such Distribution
      Date and (b) reducing the rate payable on each such REMIC 2 Interest having
      an
“A-IO-2” in its Class designation by the Class A-IO(2) Component Interest Rate
      for such Distribution Date, for each Distribution Date on which interest is
      payable on its Corresponding REMIC 3 A-IO Interest (as described in footnote
      (2)
      or (4) above).

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (6)  
      The
      T3-IO-Swap Interest shall not have a principal balance, but shall be entitled
      to
      receive, on each Distribution Date, 100% of the interest distributable on the
      Class T2-IO-Swap Interest in REMIC 2. 

     

    (7)  
      The
      R-3
      Interest shall not have a principal amount and shall not bear interest. The
      R-3
      interest is hereby designated as the sole class of residual interest in REMIC
      3.

     

    On
      each
      Distribution Date, interest distributable in respect of the REMIC 2 Regular
      Interests shall be distributed with respect to each of the Interests in REMIC
      3
      based on the above-described interest rates, provided, however,
      that
      interest that accrues on the T3-Q Interest shall be deferred to the extent
      necessary to make the principal distributions described in priorities (i)
      through (v) below for such Distribution Date. Any interest so deferred shall
      itself bear interest at the interest rate for the T3-Q Interest.

     

    On
      each
      Distribution Date, the principal distributed on the REMIC 2 Regular Interests
      (together with an amount equal to the interest deferred on the Class T3-Q
      Interest for such Distribution Date) shall be distributed, and Realized Losses
      shall be allocated, among the Interests in REMIC 3 in the following order of
      priority:

     

    (i) first,
      to
      the
      T3-PSA-1 interest until its outstanding principal amount equals one percent
      of
      the Pool Subordinate Amount for Pool 1 immediately after such Distribution
      Date;

     

    (ii) second,
      to
      the
      T3-PSA-2 interest until its outstanding principal amount equals one percent
      of
      the Pool Subordinate Amount for Pool 2 immediately after such Distribution
      Date;

     

    (iii) third,
      to
      each remaining interest in REMIC 3 having a Corresponding Class in REMIC 4
      (other than a REMIC 3 interest having an “A-IO” in its class designation) until
      the outstanding principal amount of each such interest equals one-quarter of
      the
      outstanding principal amount of the Corresponding Class of Certificates for
      such
      interest immediately after such Distribution Date;

     

    (iv) fourth,
      to the T3-Pool-1 Interest until the aggregate principal balance of such
      interest, the T3-PSA-1 interest, the T3-1-A1 interest, the T3-1-A2 interest,
      the
      T3-1-A3 interest, the T3-1-A4 interest and the T3-1-A5 interest equals one
      half
      of the sum of the outstanding principal balances of the Pool 1 Mortgage Loans
      immediately after such Distribution Date;

     

    (v) fifth,
      to
      the T3-Pool-2 Interest until the aggregate principal balance of such interest,
      the T3-PSA-2 interest, the T3-2-A1 interest, the T3-2-A2 interest, the T3-2-A3
      interest and the T3-2-A4 interest equals one half of the sum of the outstanding
      principal balances of the Pool 2 Mortgage Loans immediately after such
      Distribution Date; and

     

    (vi) finally,
      to the Class T3-Q Interest, any remaining amounts.

     

    On
      each
      Distribution Date, all prepayment premiums or penalties or yield maintenance
      payments received during the related Prepayment Period (to
      the
      extent payable to the Class P Certificates) with
      respect to the Mortgage Loans shall be distributed to the T3-Q
      Interest.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    REMIC
      4:

     

    The
      following table sets forth the designations, principal balances, and interest
      rates for each interest in REMIC 4, each of which (other than the R-4 Interest)
      is hereby designated as a regular interest in REMIC 4 (the “REMIC 4 Regular
      Interests”):

     

    
      	
              REMIC
                Interests

            	
              Initial
                Balance

            	
              Interest
                Rate

            	
              Corresponding
                Class of Certificates

            
	
              T4-A-IO

            	
              (1)

            	
              (1)

            	
              A-IO

            
	
              T4-IO-Swap

            	
              (2)

            	
              (2)

            	
              N/A

            
	
              T4-1-A1

            	
              $  
                91,428,000.00 

            	
              (3)

            	
              1-A1

            
	
              T4-1-A2

            	
              $  
                35,257,000.00 

            	
              (3)

            	
              1-A2

            
	
              T4-1-A3

            	
              $  
                13,886,000.00 

            	
              (3)

            	
              1-A3

            
	
              T4-1-A4

            	
              $  
                17,571,000.00 

            	
              (3)

            	
              1-A4

            
	
              T4-1-A5

            	
              $  
                17,571,000.00 

            	
              (3)

            	
              1-A5

            
	
              T4-2-A1

            	
              $  
                64,529,000.00 

            	
              (3)

            	
              2-A1

            
	
              T4-2-A2

            	
              $  
                24,712,000.00 

            	
              (3)

            	
              2-A2

            
	
              T4-2-A3

            	
              $  
                34,065,000.00 

            	
              (3)

            	
              2-A3

            
	
              T4-2-A4

            	
              $
                123,306,000.00 

            	
              (3)

            	
              2-A4

            
	
              T4-M-1
                

            	
              $  
                24,843,000.00 

            	
              (3)

            	
              M-1

            
	
              T4-M-2
                

            	
              $    
                7,063,000.00 

            	
              (3)

            	
              M-2

            
	
              T4-M-3
                

            	
              $  
                12,178,000.00 

            	
              (3)

            	
              M-3

            
	
              T4-M-4
                

            	
              $    
                4,871,000.00 

            	
              (3)

            	
              M-4

            
	
              T4-B-1
                

            	
              $    
                4,871,000.00 

            	
              (3)

            	
              B-1

            
	
              T4-B-2

            	
              $    
                4,140,000.00 

            	
              (3)

            	
              B-2

            
	
              T4-B-3

            	
              $    
                4,871,000.00 

            	
              (3)

            	
              B-3

            
	
              T4-X

            	
              (4)

            	
              (4)

            	
              X

            
	
              T4-P

            	
              $             
                100.00 

            	
              (5)

            	
              P

            
	
              R-4
                

            	
              (6)

            	
              (6)

            	
              R

            


    

    


    (1)  
      The
      T4-A-IO Interest shall not have a principal balance, but shall be entitled
      to
      receive, on each Distribution Date, 100% of the interest distributable on each
      REMIC 3 Regular Interest with the term “A-IO” in its designation.

     

    (2)  
      The
      T4-IO-Swap Interest shall not have a principal balance, but shall be entitled
      to
      receive, on each Distribution Date, 100% of the interest distributable on the
      Class T3-IO-Swap Interest in REMIC 3. 

     

    (3)  
      This
      Interest shall bear interest at the lesser
      of (i)
      the Interest Rate (determined without regard to the Pool 1, Pool 2, or
      Subordinate Available Funds Cap, as applicable) for the Corresponding Class
      of
      Certificates for such Interest and (ii) the weighted average of the interest
      rates of the REMIC 3 Regular Interests (other than any interest-only regular
      interest), weighted on the principal balances of such Interests (the “REMIC 3
      Net WAC Rate”). 

     

    (4)  
      The
      T4-X
      interest shall be comprised of a principal-only component and an interest-only
      component. The principal-only component shall have an initial principal balance
      of $1,965,700.00 but such amount shall not bear interest. The interest-only
      component shall have a notional balance equal to the aggregate Stated Principal
      Balance of the Mortgage Loans. The interest-only component shall bear interest
      at a rate equal to the excess, if any, of (i) the REMIC 3 Net WAC Rate over
      (ii)
      Adjusted Lower Tier WAC. For any Distribution Date, interest that accrues on
      the
      T4-X interest shall be deferred to the extent of any increase in the
      Overcollateralization Amount on such date. Such deferred interest shall not
      itself bear interest.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (5)  
      The
      T4-P
      interest will not be entitled to payments of interest, but will be entitled
      to
      receive all prepayment premiums or penalties or yield maintenance payments
      received in respect of the Mortgage Loans.

     

    (6)   The
      R-4
      Interest shall not have a principal amount and shall not bear interest. The
      R-4
      interest is hereby designated as the sole class of residual interest in REMIC
      4.

     

    On
      each
      Distribution Date, interest distributable in respect of the REMIC 3 Regular
      Interests for such Distribution Date shall be distributed to the Interests
      in
      REMIC 4 at the rates shown above.

     

    On
      each
      Distribution Date, each REMIC 4 Regular Interest shall be allocated Realized
      Losses and principal in amounts equal to those allocated to the Corresponding
      Class of Certificates for each such REMIC 4 Regular Interest.

     

    Certificates:

     

    The
      following table sets forth certain characteristics of the Certificates, together
      with minimum denominations and integral multiples in excess thereof in which
      such Classes shall be issuable (except that one Class R Certificate representing
      the Tax Matters Person Certificate may be issued in a different
      amount):

     

    
      	
              Class
                Designation

            	
              Initial
                Class

              Principal

              Balance
                or Class Notional Balance

            	
              Interest

              Rate

              (per
                annum)

            	
              Minimum

              Denomination

            	
              Integral

              Multiples

              in
                Excess of

              Minimum

            
	
              Class
                1-A1

            	
              $
                91,428,000

            	
              (1)

            	
              $
                100,000

            	
              $
                1

            
	
              Class
                1-A2

            	
              $
                35,257,000

            	
              (2)

            	
              $
                100,000

            	
              $
                1

            
	
              Class
                1-A3

            	
              $
                13,886,000

            	
              (3)

            	
              $
                100,000

            	
              $
                1

            
	
              Class
                1-A4

            	
              $
                17,571,000

            	
              (4)

            	
              $
                100,000

            	
              $
                1

            
	
              Class
                1-A5

            	
              $
                17,571,000

            	
              (5)

            	
              $
                100,000

            	
              $
                1

            
	
              Class
                2-A1

            	
              $
                64,529,000

            	
              (6)

            	
              $
                100,000

            	
              $
                1

            
	
              Class
                2-A2

            	
              $
                24,712,000

            	
              (7)

            	
              $
                100,000

            	
              $
                1

            
	
              Class
                2-A3

            	
              $
                34,065,000

            	
              (8)

            	
              $
                100,000

            	
              $
                1

            
	
              Class
                2-A4

            	
              $
                123,306,000

            	
              (9)

            	
              $
                100,000

            	
              $
                1

            
	
              Class
                A-IO

            	
              (10)

            	
              (11)

            	
              $
                1,000,000(12)

            	
              (12)

            
	
              Class
                M-1

            	
              $
                24,843,000

            	
              (13)

            	
              $
                100,000

            	
              $
                1

            
	
              Class
                M-2

            	
              $
                7,063,000

            	
              (14)

            	
              $
                100,000

            	
              $
                1

            
	
              Class
                M-3

            	
              $
                12,178,000

            	
              (15)

            	
              $
                100,000

            	
              $
                1

            
	
              Class
                M-4

            	
              $
                4,871,000

            	
              (16)

            	
              $
                100,000

            	
              $
                1

            
	
              Class
                B-1

            	
              $
                4,871,000

            	
              (17)

            	
              $
                100,000

            	
              $
                1

            
	
              Class
                B-2

            	
              $
                4,140,000

            	
              (18)

            	
              $
                100,000

            	
              $
                1

            
	
              Class
                B-3

            	
              $
                4,871,000

            	
              (19)

            	
              $
                100,000

            	
              $
                1

            
	
              Class
                X

            	
              (20)

            	
              (20)

            	
              (21)

            	
              (21)

            
	
              Class
                P

            	
              (22)

            	
              (23)

            	
              (23)

            	
              (23)

            
	
              Class
                R

            	
              (24)

            	
              (24)

            	
              (25)

            	
              (25)

            
	
              Class
                RL

            	
              (26)

            	
              (26)

            	
              (27)

            	
              (27)

            


    

    
    

     

    
      	
              (1)

            	
              The
                lesser
                of
                (i) 5.956% and (ii) the Pool 1 Available Funds Cap; provided,
                that if the Master Servicer does not exercise the option to purchase
                the
                Mortgage Loans and the related property pursuant to Section 10.02(a)
                on
                the Distribution Date on which it is first entitled to do so, then
                with
                respect to each subsequent Distribution Date, the per annum rate
                specified
                in clause (i) will be 6.456%. For purposes of the REMIC Provisions,
                Class
                1-A1 shall represent beneficial ownership of the T4-1-A1 Interest
                in REMIC
                4. Any amount distributed on the Class 1-A1 Certificates on any
                Distribution Date in excess of the amount distributable on the T4-1-A1
                Interest on such Distribution Date shall be treated as having been
                paid
                from the Reserve Fund, and any amount distributable on the T4-1-A1
                Interest on such Distribution Date in excess of the amount distributable
                on Class 1-A1 on such Distribution Date shall be treated as having
                been
                paid to the Reserve Fund, all pursuant to and as further described
                in
                Section 2.6(d) hereof.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
              (2)

            	
              The
                lesser
                of
                (i) 5.660% and (ii) the Pool 1 Available Funds Cap; provided,
                that if the Master Servicer does not exercise the option to purchase
                the
                Mortgage Loans and the related property pursuant to Section 10.02(a)
                on
                the Distribution Date on which it is first entitled to do so, then
                with
                respect to each subsequent Distribution Date, the per annum rate
                specified
                in clause (i) will be 6.160%
                For purposes of the REMIC Provisions, Class 1-A2 shall represent
                beneficial ownership of the T4-1-A2 Interest in REMIC 4. Any amount
                distributed on the Class 1-A2 Certificates on any Distribution Date
                in
                excess of the amount distributable on the T4-1-A2 Interest on such
                Distribution Date shall be treated as having been paid from the Reserve
                Fund, and any amount distributable on the T4-1-A2 Interest on such
                Distribution Date in excess of the amount distributable on Class
                1-A2 on
                such Distribution Date shall be treated as having been paid to the
                Reserve
                Fund, all pursuant to and as further described in Section 2.6(d)
                hereof.

            


    

     

    
      	
              (3)

            	
              The
                lesser
                of
                (i) 5.932% and (ii) the Pool 1 Available Funds Cap; provided,
                that if the Master Servicer does not exercise the option to purchase
                the
                Mortgage Loans and the related property pursuant to Section 10.02(a)
                on
                the Distribution Date on which it is first entitled to do so, then
                with
                respect to each subsequent Distribution Date, the per annum rate
                specified
                in clause (i) will be 6.432% For purposes of the REMIC Provisions,
                Class
                1-A3 shall represent beneficial ownership of the T4-1-A3 Interest
                in REMIC
                4. Any amount distributed on the Class 1-A3 Certificates on any
                Distribution Date in excess of the amount distributable on the T4-1-A3
                Interest on such Distribution Date shall be treated as having been
                paid
                from the Reserve Fund, and any amount distributable on the T4-1-A3
                Interest on such Distribution Date in excess of the amount distributable
                on Class 1-A3 on such Distribution Date shall be treated as having
                been
                paid to the Reserve Fund, all pursuant to and as further described
                in
                Section 2.6(d) hereof.

            


    

     

    
      	
              (4)

            	
              The
                lesser
                of
                (i) 6.096% and (ii) the Pool 1 Available Funds Cap; provided,
                that if the Master Servicer does not exercise the option to purchase
                the
                Mortgage Loans and the related property pursuant to Section 10.02(a)
                on
                the Distribution Date on which it is first entitled to do so, then
                with
                respect to each subsequent Distribution Date, the per annum rate
                specified
                in clause (i) will be 6.596%. For purposes of the REMIC Provisions,
                Class
                1-A4 shall represent beneficial ownership of the T4-1-A4 Interest
                in REMIC
                4. Any amount distributed on the Class 1-A4 Certificates on any
                Distribution Date in excess of the amount distributable on the T4-1-A4
                Interest on such Distribution Date shall be treated as having been
                paid
                from the Reserve Fund, and any amount distributable on the T4-1-A4
                Interest on such Distribution Date in excess of the amount distributable
                on Class 1-A4 on such Distribution Date shall be treated as having
                been
                paid to the Reserve Fund, all pursuant to and as further described
                in
                Section 2.6(d) hereof.

            


    

     

    
      	
              (5)

            	
              The
                lesser
                of
                (i) 5.668%
                and (ii) the Pool 1 Available Funds Cap; provided,
                that if the Master Servicer does not exercise the option to purchase
                the
                Mortgage Loans and the related property pursuant to Section 10.02(a)
                on
                the Distribution Date on which it is first entitled to do so, then
                with
                respect to each subsequent Distribution Date, the per annum rate
                specified
                in clause (i) will be 6.168%. For purposes of the REMIC Provisions,
                Class
                1-A5 shall represent beneficial ownership of the T4-1-A5 Interest
                in REMIC
                4. Any amount distributed on the Class 1-A5 Certificates on any
                Distribution Date in excess of the amount distributable on the T4-1-A5
                Interest on such Distribution Date shall be treated as having been
                paid
                from the Reserve Fund, and any amount distributable on the T4-1-A5
                Interest on such Distribution Date in excess of the amount distributable
                on Class 1-A5 on such Distribution Date shall be treated as having
                been
                paid to the Reserve Fund, all pursuant to and as further described
                in
                Section 2.6(d) hereof.

            


    

     

    
      	
              (6)

            	
              The
                lesser
                of
                (i) LIBOR plus 0.110%
                and (ii) the Pool 2 Available Funds Cap; provided,
                that if the Master Servicer does not exercise the option to purchase
                the
                Mortgage Loans and the related property pursuant to Section 10.02(a)
                on
                the Distribution Date on which it is first entitled to do so, then
                with
                respect to each subsequent Distribution Date, the per annum rate
                calculated pursuant to clause (i) will be LIBOR plus 0.165%. For
                purposes
                of the REMIC Provisions, Class 2-A1 shall represent beneficial ownership
                of the T4-2-A1 Interest in REMIC 4. Any amount distributed on the
                Class
                2-A1 Certificates on any Distribution Date in excess of the amount
                distributable on the T4-2-A1 Interest on such Distribution Date shall
                be
                treated as having been paid from the Reserve Fund, and any amount
                distributable on the T4-2-A1 Interest on such Distribution Date in
                excess
                of the amount distributable on Class 2-A1 on such Distribution Date
                shall
                be treated as having been paid to the Reserve Fund, all pursuant
                to and as
                further described in Section 2.6(d)
                hereof.

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
              (7)

            	
              The
                lesser
                of
                (i) LIBOR plus 0.240% and (ii) the Pool 2 Available Funds Cap;
                provided,
                that if the Master Servicer does not exercise the option to purchase
                the
                Mortgage Loans and the related property pursuant to Section 10.02(a)
                on
                the Distribution Date on which it is first entitled to do so, then
                with
                respect to each subsequent Distribution Date, the per annum rate
                calculated pursuant to clause (i) will be LIBOR plus 0.360%. For
                purposes
                of the REMIC Provisions, Class 2-A2 shall represent beneficial ownership
                of the T4-2-A2 Interest in REMIC 4. Any amount distributed on the
                Class
                2-A2 Certificates on any Distribution Date in excess of the amount
                distributable on the T4-2-A2 Interest on such Distribution Date shall
                be
                treated as having been paid from the Reserve Fund, and any amount
                distributable on the T4-2-A2 Interest on such Distribution Date in
                excess
                of the amount distributable on Class 2-A2 on such Distribution Date
                shall
                be treated as having been paid to the Reserve Fund, all pursuant
                to and as
                further described in Section 2.6(d)
                hereof.

            


    

     

    
      	
              (8)

            	
              The
                lesser
                of
                (i) LIBOR plus 0.330%
                and (ii) the Pool 2 Available Funds Cap; provided,
                that if the Master Servicer does not exercise the option to purchase
                the
                Mortgage Loans and the related property pursuant to Section 10.02(a)
                on
                the Distribution Date on which it is first entitled to do so, then
                with
                respect to each subsequent Distribution Date, the per annum rate
                calculated pursuant to clause (i) will be LIBOR plus 0.495%. For
                purposes
                of the REMIC Provisions, Class 2-A3 shall represent beneficial ownership
                of the T4-2-A3 Interest in REMIC 4. Any amount distributed on the
                Class
                2-A3 Certificates on any Distribution Date in excess of the amount
                distributable on the T4-2-A3 Interest on such Distribution Date shall
                be
                treated as having been paid from the Reserve Fund, and any amount
                distributable on the T4-2-A3 Interest on such Distribution Date in
                excess
                of the amount distributable on Class 2-A3 on such Distribution Date
                shall
                be treated as having been paid to the Reserve Fund, all pursuant
                to and as
                further described in Section 2.6(d)
                hereof.

            


    

     

    
      	
              (9)

            	
              The
                lesser
                of
                (i) LIBOR plus 0.280%
                and (ii) the Pool 2 Available Funds Cap; provided,
                that if the Master Servicer does not exercise the option to purchase
                the
                Mortgage Loans and the related property pursuant to Section 10.02(a)
                on
                the Distribution Date on which it is first entitled to do so, then
                with
                respect to each subsequent Distribution Date, the per annum rate
                calculated pursuant to clause (i) will be LIBOR plus 0.420%. For
                purposes
                of the REMIC Provisions, Class 2-A4 shall represent beneficial ownership
                of the T4-2-A4 Interest in REMIC 4. Any amount distributed on the
                Class
                2-A4 Certificates on any Distribution Date in excess of the amount
                distributable on the T4-2-A4 Interest on such Distribution Date shall
                be
                treated as having been paid from the Reserve Fund, and any amount
                distributable on the T4-2-A4 Interest on such Distribution Date in
                excess
                of the amount distributable on Class 2-A4 on such Distribution Date
                shall
                be treated as having been paid to the Reserve Fund, all pursuant
                to and as
                further described in Section 2.6(d)
                hereof.

            


    

     

    
      	
              (10)

            	
              The
                Class A-IO Certificates shall accrue interest on their Class Notional
                Balance and shall not be entitled to receive any distributions of
                principal. For purposes of the REMIC Provisions, Class A-IO shall
                represent beneficial ownership of the T4-A-IO Interest in REMIC
                4.

            


    

     

    
      	
              (11)

            	
              Interest
                will accrue on each Component of the Class A-IO Certificates at its
                Component Interest Rate, as provided in this
                Agreement.

            


    

     

    
      	
              (12)

            	
              Minimum
                denomination is based on the Class Notional Balance of such
                Class.

            


    

     

    
      	
              (13)

            	
              The
                lesser
                of
                (i) LIBOR plus 0.360%
                and (ii) the Subordinate Available Funds Cap; provided,
                that if the Master Servicer does not exercise the option to purchase
                the
                Mortgage Loans and the related property pursuant to Section 10.02(a)
                on
                the Distribution Date on which it is first entitled to do so, then
                with
                respect to each subsequent Distribution Date, the per annum rate
                calculated pursuant to clause (i) will be LIBOR plus 0.540%. For
                purposes
                of the REMIC Provisions, Class M-1 shall represent beneficial ownership
                of
                the T4-M-1 Interest in REMIC 4. Any amount distributed on the Class
                M-1
                Certificates on any Distribution Date in excess of the amount
                distributable on the T4-M-1 Interest on such Distribution Date shall
                be
                treated as having been paid from the Reserve Fund, and any amount
                distributable on the T4-M-1 Interest on such Distribution Date in
                excess
                of the amount distributable on Class M-1 on such Distribution Date
                shall
                be treated as having been paid to the Reserve Fund, all pursuant
                to and as
                further described in Section 2.6(d)
                hereof.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	
              (14)

            	
              The
                lesser
                of
                (i) LIBOR plus 0.400% and (ii) the Subordinate Available Funds Cap;
                provided,
                that if the Master Servicer does not exercise the option to purchase
                the
                Mortgage Loans and the related property pursuant to Section 10.02(a)
                on
                the Distribution Date on which it is first entitled to do so, then
                with
                respect to each subsequent Distribution Date, the per annum rate
                calculated pursuant to clause (i) will be LIBOR plus 0.600%. For
                purposes
                of the REMIC Provisions, Class M-2 shall represent beneficial ownership
                of
                the T4-M-2 Interest in REMIC 4. Any amount distributed on the Class
                M-2
                Certificates on any Distribution Date in excess of the amount
                distributable on the T4-M-2 Interest on such Distribution Date shall
                be
                treated as having been paid from the Reserve Fund, and any amount
                distributable on the T4-M-2 Interest on such Distribution Date in
                excess
                of the amount distributable on Class M-2 on such Distribution Date
                shall
                be treated as having been paid to the Reserve Fund, all pursuant
                to and as
                further described in Section 2.6(d)
                hereof.

            


    

     

    
      	
              (15)

            	
              The
                lesser
                of
                (i) LIBOR plus 0.550%
                and (ii) the Subordinate Available Funds Cap; provided,
                that if the Master Servicer does not exercise the option to purchase
                the
                Mortgage Loans and the related property pursuant to Section 10.02(a)
                on
                the Distribution Date on which it is first entitled to do so, then
                with
                respect to each subsequent Distribution Date, the per annum rate
                calculated pursuant to clause (i) will be LIBOR plus 0.825%.
                For purposes of the REMIC Provisions, Class M-3 shall represent beneficial
                ownership of the T4-M-3 Interest in REMIC 4. Any amount distributed
                on the
                Class M-3 Certificates on any Distribution Date in excess of the
                amount
                distributable on the T4-M-3 Interest on such Distribution Date shall
                be
                treated as having been paid from the Reserve Fund, and any amount
                distributable on the T4-M-3 Interest on such Distribution Date in
                excess
                of the amount distributable on Class M-3 on such Distribution Date
                shall
                be treated as having been paid to the Reserve Fund, all pursuant
                to and as
                further described in Section 2.6(d)
                hereof.

            


    

     

    
      	
              (16)

            	
              The
                lesser
                of
                (i) LIBOR plus 0.700% and (ii) the Subordinate Available Funds Cap;
                provided,
                that if the Master Servicer does not exercise the option to purchase
                the
                Mortgage Loans and the related property pursuant to Section 10.02(a)
                on
                the Distribution Date on which it is first entitled to do so, then
                with
                respect to each subsequent Distribution Date, the per annum rate
                calculated pursuant to clause (i) will be LIBOR plus 1.050%. For
                purposes
                of the REMIC Provisions, Class M-4 shall represent beneficial ownership
                of
                the T4-M-4 Interest in REMIC 4. Any amount distributed on the Class
                M-4
                Certificates on any Distribution Date in excess of the amount
                distributable on the T4-M-4 Interest on such Distribution Date shall
                be
                treated as having been paid from the Reserve Fund, and any amount
                distributable on the T4-M-4 Interest on such Distribution Date in
                excess
                of the amount distributable on Class M-4 on such Distribution Date
                shall
                be treated as having been paid to the Reserve Fund, all pursuant
                to and as
                further described in Section 2.6(d)
                hereof.

            


    

     

    
      	
              (17)

            	
              The
                lesser
                of
                (i) LIBOR plus 1.800% and (ii) the Subordinate Available Funds Cap;
                provided,
                that if the Master Servicer does not exercise the option to purchase
                the
                Mortgage Loans and the related property pursuant to Section 10.02(a)
                on
                the Distribution Date on which it is first entitled to do so, then
                with
                respect to each subsequent Distribution Date, the per annum rate
                calculated pursuant to clause (i) will be LIBOR plus 2.700%. For
                purposes
                of the REMIC Provisions, Class B-1 shall represent beneficial ownership
                of
                the T4-B-1 Interest in REMIC 4. Any amount distributed on the Class
                B-1
                Certificates on any Distribution Date in excess of the amount
                distributable on the T4-B-1 Interest on such Distribution Date shall
                be
                treated as having been paid from the Reserve Fund, and any amount
                distributable on the T4-B-1 Interest on such Distribution Date in
                excess
                of the amount distributable on Class B-1 on such Distribution Date
                shall
                be treated as having been paid to the Reserve Fund, all pursuant
                to and as
                further described in Section 2.6(d)
                hereof.

            


    

     

    
      	
              (18)

            	
              The
                lesser
                of
                (i) LIBOR plus 2.200% and (ii) the Subordinate Available Funds Cap;
                provided,
                that if the Master Servicer does not exercise the option to purchase
                the
                Mortgage Loans and the related property pursuant to Section 10.02(a)
                on
                the Distribution Date on which it is first entitled to do so, then
                with
                respect to each subsequent Distribution Date, the per annum rate
                calculated pursuant to clause (i) will be LIBOR plus 3.300%. For
                purposes
                of the REMIC Provisions, Class B-2 shall represent beneficial ownership
                of
                the T4-B-2 Interest in REMIC 4. Any amount distributed on the Class
                B-2
                Certificates on any Distribution Date in excess of the amount
                distributable on the T4-B-2 Interest on such Distribution Date shall
                be
                treated as having been paid from the Reserve Fund, and any amount
                distributable on the T4-B-2 Interest on such Distribution Date in
                excess
                of the amount distributable on Class B-2 on such Distribution Date
                shall
                be treated as having been paid to the Reserve Fund, all pursuant
                to and as
                further described in Section 2.6(d)
                hereof.

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
              (19)

            	
              The
                lesser
                of
                (i) LIBOR plus 3.500% and (ii) the Subordinate Available Funds Cap;
                provided,
                that if the Master Servicer does not exercise the option to purchase
                the
                Mortgage Loans and the related property pursuant to Section 10.02(a)
                on
                the Distribution Date on which it is first entitled to do so, then
                with
                respect to each subsequent Distribution Date, the per annum rate
                calculated pursuant to clause (i) will be LIBOR plus 5.250%. For
                purposes
                of the REMIC Provisions, Class B-3 shall represent beneficial ownership
                of
                the T4-B-3 Interest in REMIC 4. Any amount distributed on the Class
                B-3
                Certificates on any Distribution Date in excess of the amount
                distributable on the T4-B-3 Interest on such Distribution Date shall
                be
                treated as having been paid from the Reserve Fund, and any amount
                distributable on the T4-B-3 Interest on such Distribution Date in
                excess
                of the amount distributable on Class B-3 on such Distribution Date
                shall
                be treated as having been paid to the Reserve Fund, all pursuant
                to and as
                further described in Section 2.6(d)
                hereof.

            


    

     

    
      	
              (20)

            	
              The
                Class X Certificates will not have a principal balance and will not
                bear
                interest; the Class X Certificates shall be entitled solely to
                distributions made pursuant to Section 6.05(e)(ix) and (x) hereof.
                For
                purposes of the REMIC Provisions, Class X shall represent (i) beneficial
                ownership of the T3-X Interest in REMIC 3; (ii) beneficial ownership
                of
                the T4-IO-Swap Interest in REMIC 4; (iii) beneficial ownership of
                the
                Reserve Fund; (iv) beneficial ownership of the Cap Agreement and
                (v) an
                interest in the notional principal contracts described in Section
                2.06(d)
                hereof.

            


    

     

    
      	
              (21)

            	
              The
                Class X Certificates shall be issued in minimum denominations in
                Percentage Interest of 10%.

            


    

     

    
      	
              (22)

            	
              The
                Class P Certificates shall have an initial Class P Principal Amount
                of
                $100.

            


    

     

    
      	
              (23)

            	
              The
                Class P Certificates shall be issued without an Interest Rate, and
                shall
                be issued in minimum denominations in Percentage Interest of 10%.
                For
                purposes of the REMIC Provisions, the Class P Certificates shall
                represent
                beneficial ownership of the T4-P Interest in REMIC
                4.

            


    

     

    
      	
              (24)

            	
              The
                Class R Certificates will not have a principal balance and will not
                bear
                interest.

            


    

     

    
      	
              (25)

            	
              The
                Class R Certificates shall be issued as two separate certificates,
                one
                having a Percentage Interest of 99.99999% and the Tax Matters Person
                Certificate having a Percentage Interest of 0.00001%. For purposes
                of the
                REMIC Provisions, the Class R Certificates shall represent beneficial
                ownership of the R-2, R-3 and R-4
                Interests.

            


    

     

    
      	
              (26)

            	
              The
                Class RL Certificates will not have a principal balance and will
                not bear
                interest.

            


    

     

    
      	
              (27)

            	
              The
                Class RL Certificates shall be issued as a single certificate. For
                purposes of the REMIC Provisions, the Class RL Certificates shall
                represent beneficial ownership of the R-1
                Interest.

            


    

     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01.   Certain
      Defined Terms.

     

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

     

    10-K
      Filing Deadline:
      As
      defined in Section 4.31(c) hereof.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    2003-G
      Re-sold Mortgage Loan:
      Any
      Mortgage Loan assigned by the 2003-G Revolving Trust to BFPT II and subsequently
      assigned by BFPT II to the Depositor pursuant to the BFPT II Assignment
      Agreement and identified on Schedule II-A hereto.

     

    2003-G
      Revolving Assignment Agreement:
      The
      Assignment and Relinquishment of Security Interest Agreement dated as of
      November 1, 2006, by and among the 2003-G Revolving Trust, BFPT II and the
      Indenture Trustee, as such may be amended or supplemented from time to
      time.

     

    2003-G
      Revolving Purchase Agreement:
      The
      Mortgage Loan Purchase Agreement dated as of December 1, 2003, by and between
      the Seller and BFPT II, providing for the transfer of certain mortgage loans
      (including the 2003-G Re-sold Mortgage Loans) to BFPT II.

     

    2003-G
      Revolving Trust:
      Bayview
      Financial Revolving Asset Trust 2003-G.

     

    2005-A
      Re-sold Mortgage Loan:
      Any
      Mortgage Loan assigned by the 2005-A Revolving Trust to BFPT II and subsequently
      assigned by BFPT II to the Depositor pursuant to the BFPT II Assignment
      Agreement and identified on Schedule II-B hereto.

     

    2005-A
      Revolving Assignment Agreement:
      The
      Assignment and Relinquishment of Security Interest Agreement dated as of
      November 1, 2006, by and among the 2005-A Revolving Trust, BFPT II and the
      Indenture Trustee, as such may be amended or supplemented from time to
      time.

     

    2005-A
      Revolving Purchase Agreement:
      The
      Mortgage Loan Purchase Agreement dated as of February 1, 2005, by and between
      the Seller and BFPT II, providing for the transfer of certain mortgage loans
      (including the 2005-A Re-sold Mortgage Loans) to BFPT II.

     

    2005-A
      Revolving Trust:
      Bayview
      Financial Revolving Asset Trust 2005-A.

     

    2005-E
      Re-sold Mortgage Loan:
      Any
      Mortgage Loan assigned by the 2005-E Revolving Trust to BFPT II and subsequently
      assigned by BFPT II to the Depositor pursuant to the BFPT II Assignment
      Agreement and identified on Schedule II-C hereto.

     

    2005-E
      Revolving Assignment Agreement:
      The
      Assignment and Relinquishment of Security Interest Agreement dated as of
      November 1, 2006, by and among the 2005-E Revolving Trust, BFPT II and the
      Indenture Trustee, as such may be amended or supplemented from time to
      time.

     

    2005-E
      Revolving Purchase Agreement:
      The
      Mortgage Loan Purchase Agreement dated as of November 1, 2005, by and between
      the Seller and BFPT II, providing for the transfer of certain mortgage loans
      (including the 2005-E Re-sold Mortgage Loans) to BFPT II.

     

    2005-E
      Revolving Trust:
      Bayview
      Financial Revolving Asset Trust 2005-E.

     

    60-Day
      Delinquency Rate:
      With
      respect to any Due Period, the fraction, expressed as a percentage, (a) the
      numerator of which is the aggregate outstanding principal balance of all
      Mortgage Loans 60 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 (b) the denominator of which is the
      Aggregate Pool Balance on the last day of such Due Period.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    A-IO(1)
      Component Available Funds Cap:
      With
      respect to each Distribution Date and the A-IO(1) Component, a per annum rate
      equal to (a)
      a
      fraction, expressed as a percentage, the numerator of which is the product
      of
      (x) the Optimal Interest Remittance Amount for such Distribution Date and (y)
      12, and the denominator of which is the A-IO(1) Component Notional Balance
      for
      such Distribution Date.

     

    A-IO(2)
      Component Available Funds Cap:
      With
      respect to each Distribution Date and the Class A-IO(2) Component, a per annum
      rate equal to (a) the Pool 2 Net WAC minus
      (b)(1) a
      fraction, the numerator of which is the product of (x) the sum of any Net Swap
      Payment and Swap Termination Payment (not due to a Swap Counterparty Trigger
      Event) owed to the Swap Counterparty for the related Distribution Date and
      (y)
      12, and the denominator of which is the Pool Balance for Pool 2 for that
      Distribution Date.

     

    Accepted
      Master Servicing Practices:
      With
      respect to any Mortgage Loan, those customary mortgage master 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).

     

    Accrual
      Period:
      With
      respect to any Distribution Date and (i) the Group 1 Certificates, the calendar
      month immediately preceding such Distribution Date and (ii) the Class A-IO
      Certificates (and each Component thereof) and the LIBOR Certificates, the period
      commencing on the immediately preceding Distribution Date (or the Closing Date
      in the case of the first Accrual Period) and ending on the day immediately
      preceding the current Distribution Date; provided,
      however,
      that
      the period determined pursuant to clause (i) shall be determined without giving
      effect to the parenthetical clause in the definition of Distribution Date.
      All
      calculations of interest on each Component of the Class A-IO Certificates and
      the Group 1 Certificates shall 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 LIBOR
      Certificates will be made on the basis of the actual number of days elapsed
      in
      the related Accrual Period and a year of 360 days. 

     

    Additional
      Collateral:
      With
      respect to any Additional Collateral Mortgage Loan, the marketable securities
      and other acceptable collateral pledged as collateral pursuant to the related
      pledge agreements.

     

    Additional
      Collateral Mortgage Loan:
      Each
      Mortgage Loan identified as such on the Mortgage Loan Schedule.

     

    Additional
      Disclosure Notification:
      As
      defined in Section 4.31(a) hereof.

     

    Additional
      Form 10-D Disclosure:
      As
      defined in Section 4.31(b) hereof.

     

    Additional
      Form 10-K Disclosure:
      As
      defined in Section 4.31(c) hereof.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Additional
      Servicer:
      Each
      affiliate of each Servicer that Services any of the Mortgage Loans and each
      Person that is not an affiliate of each such Servicer that Services 10% or
      more
      of the Mortgage Loans. 

     

    Additional
      Termination Event:
      As
      defined in the Swap Agreement.

     

    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.

     

    Adjusted
      Lower Tier WAC:
      For any
      Accrual Period, the product of (a) four and (b) the weighted average of the
      interest rates on the T3-Q, T3-Pool-1, T3-PSA-1, T3-Pool-2, T3-PSA-2, T3-1-A1,
      T3-1-A2, T3-1-A3, T3-1-A4, T3-1-A5, T3-2-A1, T3-2-A2, T3-2-A3, T3-2-A4, T3-M-1,
      T3-M-2, T3-M-3, T3-M-4, T3-B-1, T3-B-2 and T3-B-3 Interests determined for
      this
      purpose by first subjecting the rate payable on the T3-Pool-1, T3-PSA-1,
      T3-Pool-2, T3-PSA-2 and T3-Q Interests to a cap of zero, and subjecting the
      rate
      payable on each of the T3-1-A1, T3-1-A2, T3-1-A3, T3-1-A4, T3-1-A5, T3-2-A1,
      T3-2-A2, T3-2-A3, T3-2-A4, T3-M-1, T3-M-2, T3-M-3, T3-M-4, T3-B-1, T3-B-2 and
      T3-B-3 Interests to a cap that corresponds to the Interest Rate for the
      Corresponding Class of Certificates; provided
      that the
      Interest Rate of each such Class shall be determined by substituting the REMIC
      3
      Net WAC Rate for the Pool 1 Available Funds Cap, Pool 2 Available Funds Cap
      or
      the Subordinate Available Funds Cap, as applicable.

     

    Advances:
      Each of
      a Delinquency Advance and a Servicing Advance, as applicable.

     

    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.

     

    Adverse
      REMIC Event:
      Either
      (i) loss of status as a REMIC, within the meaning of Section 860D of the Code,
      for any group of assets identified as a REMIC in the Preliminary Statement
      to
      this Agreement, or (ii) imposition of any tax, including the tax imposed under
      Section 860F(a)(1) on prohibited transactions, and the tax imposed under Section
      860G(d) on certain contributions to a REMIC, on any REMIC created hereunder
      to
      the extent such tax would be payable from assets held as part of the Trust
      Fund.


     

    AFC
      Shortfall:
      As
      defined in Section 2.06(d) hereof.

     

    Affected
      Party:
      As
      defined in the Swap Agreement.

     

    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.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    Aggregate
      Pool Balance:
      With
      respect to any Distribution Date, the aggregate Principal Balance of the Pool
      1
      Mortgage Loans and the Pool 2 Mortgage Loans for such Distribution
      Date.

     

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

     

    Anniversary
      Year:
      The
      one-year period beginning on the Closing Date and ending on the first
      anniversary thereof, and each subsequent one-year period beginning on the day
      after the end of the preceding Anniversary Year and ending on next succeeding
      anniversary of the Closing Date.

     

    Applied
      Loss Amount:
      With
      respect to any Distribution Date, the amount, if any, by which (x) the aggregate
      principal balance of
      the
      Group 1 Certificates and the LIBOR Certificates, after
      giving
      effect to distributions on such date, but before giving effect to any
      application of the Applied Loss Amount, exceeds (y) the Aggregate Pool
      Balance for such Distribution 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:
      Each of
      the 2003-G Revolving Assignment Agreement, the 2005-A Revolving Assignment
      Agreement and the 2005-E Revolving Assignment Agreement.

     

    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
      Excess Interest:
      Not
      applicable.

     

    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 Purchase Agreement, the Servicing Agreements, the Assignment
      Agreements, the BFPT II Assignment Agreement, the Diligence Agreement, and
      any
      other agreements relating to the servicing of the Mortgage Loans, the Cap
      Agreement, the Swap Agreement and any amendment or supplement to any such
      document.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    Basis
      Risk Payment:
      With
      respect to any Distribution Date and the Group 1 Certificates and any Class
      of
      LIBOR Certificates, an amount equal to the sum of (i) any Basis Risk Shortfall,
      (ii) any Unpaid Basis Risk Shortfall, and (iii) any amount required to be
      deposited into the Reserve Fund in order to satisfy the Reserve Fund Requirement
      for such Distribution Date, less any amounts received by the Trust Fund pursuant
      to the Cap Agreement, or received by the Supplemental Interest Trust pursuant
      to
      the Swap Agreement; provided,
      however,
      that the
      amount of the Basis Risk Payment for any Distribution Date shall not exceed
      the
      amount of Excess Cashflow otherwise distributable to the Class X Certificates
      pursuant to Section 6.05(f)(x).

     

    Basis
      Risk Shortfall:
      With
      respect to any Distribution Date and any Class of Group 1 Certificates and
      LIBOR
      Certificates, the amount, if any, by which (i) the amount of interest for such
      Class calculated on the basis of the applicable Interest Rate but without regard
      to the Pool 1 Available Funds Cap, the Pool 2 Available Funds Cap or the
      Subordinate Available Funds Cap, as applicable, exceeds (ii) the aggregate
      amount of interest distributable on such Class on such date, calculated on
      the
      basis of the Pool 1 Available Funds Cap, the Pool 2 Available Funds Cap or
      the
      Subordinate Available Funds Cap, as applicable.

     

    BFPT
      II:
      Bayview
      Financial Property Trust II, a Delaware statutory trust.

     

    BFPT
      II Assignment Agreement:
      The
      assignment agreement dated as of November 1, 2006, between BFPT II and the
      Depositor, as such may be amended or supplemented from time to
      time.

     

    BLS:
      Bayview
      Loan Servicing, LLC, a Delaware limited liability company, or any successor
      thereto.

     

    Book-Entry
      Certificate:
      Any
      Certificate 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 Massachusetts 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.

     

    Cap
      Agreement:
      The
      interest rate cap agreement entered into by the Trustee on behalf of
      Certificateholders, which agreement provides for payment by the Cap Provider
      to
      the Trust Fund subject to the conditions provided therein, together with any
      schedules or other agreements relating thereto, attached hereto as part of
      Exhibit G-1.

     

    Cap
      Provider:
      The
      counterparty (or any guarantor) to the Trustee required to make payments to
      the
      Trust Fund under the Cap Agreement, and any successor in interest or assigns.
      Initially, the Cap Provider shall be Barclays Bank PLC.

     

    Carryforward
      Interest:
      With
      respect to any Distribution Date and to each Class of Certificates (other than
      the Class A-IO, Class P and Class X Certificates and the Residual Certificates)
      and any Component of the Class A-IO Certificates, the amount, if any, by which
      (i) the sum of (x) Current Interest for such Class or Component for the
      immediately preceding Distribution Date and (y) any unpaid Carryforward
      Interest for
      such
      Class or Component from previous Distribution Dates exceeds (ii) the amount
      distributed in respect of interest on such Class or Component on such
      immediately preceding Distribution Date. Carryforward
      Interest with respect to the Class A-IO Certificates and any Distribution Date
      will equal the aggregate Carryforward Interest on the Components of the Class
      A-IO Certificates for such Distribution Date.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

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

     

    Certificate:
      Any of
      the Certificates issued pursuant to this Agreement, substantially in the forms
      attached hereto as Exhibit A.

     

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

     

    Certificate
      Group:
      Each of
      the Group 1 Certificates and the Group 2 Certificates.

     

    Certificate
      Owner
      or
Owner:
      With
      respect to a Book-Entry Certificate, the Person who is the beneficial owner
      of
      such Certificate 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.

     

    Certificate
      Register:
      The
      register maintained pursuant to Section 5.02 hereof.

     

    Certificate
      Registrar:
      The
      registrar specified in Section 5.02 hereof.

     

    Certificateholder
      or
Holder.
      The
      person in whose name a Certificate is registered in the Certificate
      Register.

     

    Civil
      Relief Act:
      The
      Servicemembers Civil Relief Act, as such may be amended from time to time,
      and
      similar state and local laws and regulations.

     

    Civil
      Relief Act Reduction:
      With
      respect to any Mortgage Loan as to which there has been a reduction in the
      amount of interest collectible thereon as a result of application of the Civil
      Relief Act, any amount by which interest collectible on such Mortgage Loan
      for
      the Due Date in the related Due Period is less than interest accrued thereon
      for
      the applicable one-month period at the Mortgage Rate without giving effect
      to
      such reduction.

     

    Class:
      Any
      Certificates having the same class designation.

     

    Class
      1-A5 Priority Amount:
      With
      respect to any Distribution Date, the product of (a) the applicable Class 1-A5
      Lockout Percentage, (b) a fraction, the numerator of which is equal to the
      Class
      Principal Balance of the Class 1-A5 Certificates immediately prior to such
      Distribution Date and the denominator of which is equal to the sum of the Class
      Principal Balances of the Group 1 Certificates immediately prior to such
      Distribution Date and (c) any amounts to be distributed to the Group 1
      Certificates on such Distribution Date pursuant to Sections 6.05(d)(i)(A)(2)(b),
      6.05(d)(i)(B)(3), 6.05(d)(ii)(C), 6.05(e)(i)and/or 6.05(e)(ii) for such
      Distribution Date. 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    Class
      1-A5 Lockout Percentage:
      With
      respect to any Distribution
      Date, the applicable percentage specified below with respect to such
      Distribution Date:

     

    
      	
               

              Distribution
                Date

            	
              Class
                1-A5

              Lockout
                Percentage

            
	 	 
	
              December
                2006 through November 2009

            	
              0%

            
	
              December
                2009 through November 2011

            	
              45%

            
	
              December
                2011 through November 2012

            	
              80%

            
	
              December
                2012 through November
                2013

            	
              100%

            
	
              December
                2013 and thereafter

            	
              300%

            


    

    


     

    Class
      A-IO Termination Amount:
      With
      respect to the Class A-IO Certificates and the date of termination of the Trust
      Fund pursuant to Section 10.02(a) or (b), an amount equal to the sum of (i)
      Current Interest thereon for such Distribution Date, (ii) the present value
      of
      the remaining scheduled distributions on the Class A-IO Certificates, calculated
      on the basis of a discount rate equal to 5.772% per annum and (iii) any
      previously unpaid accrued interest.

     

    Class
      Notional Balance:
      With
      respect to each Distribution Date, the related Accrual Period and the Class
      A-IO
      Certificates, the sum of the Component Notional Balances of the A-IO(1)
      Component and the A-IO(2) Component for such Distribution Date.

     

    Class
      P Distribution Amount:
      With
      respect to each Distribution Date, all prepayment premiums or penalties or
      yield
      maintenance payments received by the Servicers with respect to the Mortgage
      Loans so identified on the Mortgage Loan Schedule and remitted to the Master
      Servicer as provided in the applicable Servicing Agreement during the related
      Prepayment Period in connection with any Prepayments in Full or partial
      Principal Prepayments.

     

    Class
      P Principal Amount:
      As of
      the Closing Date, $100.00.

     

    Class
      Principal Balance:
      With
      respect to any Class of Certificates other than the Class P Certificates
      entitled to distributions in respect of principal and any date, the initial
      aggregate principal balance of the Certificates of such Class less the sum
      of
      (i) all amounts previously distributed to Holders of the Certificates of such
      Class with respect to principal pursuant to Section 6.05 hereof and (ii) in
      the
      case of the Subordinate Certificates, all Applied Loss Amounts previously
      allocated to such Class pursuant to Section 6.07; provided,
      however,
      that on
      any Distribution Date on which a Subsequent Recovery is distributed, the Class
      Principal Balance of any Class of Subordinate Certificates then outstanding
      to
      which an Applied Loss Amount has been applied will be increased, in order of
      seniority, by an amount equal to the lesser
      of (i)
      any Deferred Principal Amount for each such Class immediately prior to such
      Distribution Date and (ii) the total amount of any Subsequent Recovery
      distributed on such date to Certificateholders, after application (for this
      purpose) to more senior Classes of Subordinate Certificates.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    Class
      X Distributable Amount:
      On any
      Distribution Date, the amount of interest that has accrued on the Class X
      Notional Balance, as described in the Preliminary Statement to this Agreement,
      but that has not been distributed prior to such date. In addition, such amount
      shall include the initial Overcollateralization Amount of $1,965,800 (less
      $100
      of such amount allocated to the Class P Certificates) to the extent such amount
      has not been distributed on an earlier Distribution Date as part of the
      Overcollateralization Release Amount.

     

    Class
      X Excess Cap Amount:
      As
      defined in Section 6.12(b).

     

    Closing
      Date:
      December 15, 2006.

     

    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 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 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 (i) the lesser
      of the
      appraised value at origination or the sales price of such Mortgaged Property
      or
      (ii) a broker price opinion prepared after origination.

     

    Commission:
      The
      United States Securities and Exchange Commission.

     

    Compensating
      Interest:
      With
      respect to any Distribution 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 Distribution Date and (ii) the aggregate
      of prepayment interest shortfalls with respect to Prepayments in Full on any
      Non-Servicer Obligated Mortgage Loans for such Distribution Date.

     

    Component:
      Each of
      the A-IO(1) Component and the A-IO(2) Component of the Class A-IO
      Certificates.

     

    Component
      Interest Rate:
      With
      respect to the A-IO(1) Component and (a) any Distribution Date up to and
      including the Distribution Date in May 2009, the lesser
      of (i)
      the applicable “A-IO(1) Rate” for such Component set forth on Exhibit F hereto
      and (ii) the A-IO(1) Component Available Funds Cap for such Distribution Date
      and (b) any Distribution Date thereafter, zero. With respect to the A-IO(2)
      Component and (a) any Distribution Date up to and including the Distribution
      Date in May 2009, the lesser
      of (i)
      the applicable “A-IO(2) Rate” for such Component set forth on Exhibit F hereto
      and (ii) the A-IO(2) Component Available Funds Cap for such Distribution Date
      and (b) any Distribution Date thereafter, zero. 

     

    Component
      Notional Balance:
      With
      respect to any Distribution Date and each of the A-IO(1) Component and the
      A-IO(2) Component, the applicable notional balance for such Component set forth
      on Exhibit F hereto. 

     

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

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    Convertible
      Mortgage Loan:
      Any
      Adjustable Rate Mortgage Loan listed, together with the applicable purchase
      price percentage, on Schedule I-D 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:
      The
      office of the Trustee performing the corporate trust services to be performed
      under the Basic Documents, which shall initially be located at One Federal
      Street, EX-MA-FED, Boston, Massachusetts 02110, and at any time thereafter
      shall
      be the office designated by the Trustee to the other parties hereto in
      writing.

     

    Corresponding
      Class:
      The
      Class of Certificates that corresponds to a class of interests in REMIC 3 or
      REMIC 4, as applicable.

     

    Corresponding
      REMIC 3 A-IO:
      With
      respect to each Lower Tier Interest in REMIC 4 having an “A-IO-1” in its
Class
      designation, the Class of Lower Tier Interest in REMIC 3 having an “A-IO-1” in
      its Class designation that has the same numeric designation. With respect to
      each Lower Tier Interest in REMIC 4 having an “A-IO-2” in its Class designation,
      the Class of Lower Tier Interest in REMIC 3 having an “A-IO-2” in its Class
      designation that has the same numeric designation.

     

    Cross-Collateralized
      Mortgage Loan:
      Any
      Mortgage Loan identified on the Mortgage Loan Schedule as cross-collateralized
      and cross-defaulted with one or more other Mortgage Loans.

     

    Cumulative
      Loss Trigger Event:
      A
      Cumulative Loss Trigger Event shall have occurred with respect to any
      Distribution Date if the fraction, expressed as a percentage, obtained by
      dividing (i) the aggregate amount of cumulative Realized Losses incurred on
      the
      Mortgage Loans from the Cut-off Date through the last day of the related Due
      Period by (ii) the Cut-off Date Aggregate Pool Balance, exceeds the applicable
      percentages set forth below with respect to such Distribution Date:

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
      	
              Distribution
                Date

            	 	
              Loss
                Percentage

            
	
              December
                2009 through November 2010

            	 	
              1.70%
                for the first month plus
                an
                additional 1/12 of 1.05% for each month thereafter

            
	
              December
                2010 through November 2011

            	 	
              2.75%
                for the first month plus
                an
                additional 1/12 of 0.36% for each month thereafter

            
	
              December
                2011 through November 2012 

            	 	
              3.11%
                for the first month plus
                an
                additional 1/12 of 0.14% for each month thereafter

            
	
              December
                2012 and thereafter

            	 	
              3.25%

            


    

    


     

    Cumulative
      Realized Loss Percentage:
      Not
      applicable.

     

    Current
      Interest:
      With
      respect to each Class of Certificates (other than the Residual Certificates
      and
      the Class A-IO, Class X and Class P Certificates) and any Component of the
      Class
      A-IO Certificates and any Distribution Date, the aggregate amount of interest
      accrued during the applicable Accrual Period at the applicable Interest Rate
      on
      the Class Principal Balance of such Class or the Component Notional Balance
      of
      such Component, as applicable, immediately prior to such Distribution Date.
      Current Interest with respect to the Class A-IO Certificates and any
      Distribution Date will equal the aggregate Current Interest on the Components
      of
      such Class for such Distribution Date.

     

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

     

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

     

    Custodian
      Fee Rate:
      0.0025%
      per annum.

     

    Cut-off
      Date:
      November 1, 2006.

     

    Cut-off
      Date Aggregate Pool Balance:
      $487,127,800.

     

    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.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    Defaulting
      Party:
      As
      defined in the Swap Agreement.

     

    Deferred
      Principal Amount:
      With
      respect to any Distribution Date and to any Class of Subordinate Certificates,
      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 sum
      of
      (a) the aggregate of amounts previously distributed on such Class in
      reimbursement of such amounts and (b) the amount by which the Class Principal
      Balance of such Class has been increased due to any Subsequent
      Recovery.

     

    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.

     

    Delinquency
      Event:
      A
      Delinquency Event will have occurred with respect to any Distribution Date
      if
      the Rolling Three Month Delinquency Rate as of the last day of the immediately
      preceding calendar month exceeds 11.00%.

     

    Depositor:
      Bayview
      Financial Securities Company, LLC, a Delaware limited liability company, 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 Distribution Date, the 18th day of the month in which such
      Distribution Date occurs, or if such day is not a Business Day, the immediately
      preceding Business Day.

     

    Diligence
      Agreement:
      The
      mortgage loan diligence agreement dated November 1, 2006, between the Seller,
      as
      agent, and the Depositor, as such may be amended or supplemented from time
      to
      time, relating to the Re-sold Mortgage Loans.

     

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

     

    Directly
      Operate:
      With
      respect to any REO Property, the furnishing or rendering of services to the
      tenants thereof that are not (within the meaning of Treasury Regulation Section
      1.512(b)-1(c)(5)) customarily provided to the tenants in connection with the
      rental of space for occupancy, the management or operation of such REO Property,
      the holding of such REO Property primarily for sale to customers in the ordinary
      course of a trade or business, the performance of any construction work thereon
      or any use of such REO Property in a trade or business, in each case other
      than
      through an Independent Contractor; provided,
      however,
      that
      the Servicer shall not be considered to Directly Operate an REO Property solely
      because the Servicer establishes rental terms, chooses tenants, enters into
      or
      renews leases, deals with taxes and insurance, or makes decisions as to repairs
      (of the type that would be deductible under Section 162 of the Code) or capital
      expenditures with respect to such REO Property or take other activities
      consistent with Section 1.856-4(b)(5)(iii) of the Treasury
      Regulations.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    Disqualified
      Organization:
      A
“disqualified organization” as defined in Section 860E(e)(5) of the
      Code.

     

    Distribution
      Date:
      The
      28th calendar day of each month (or the immediately succeeding Business Day
      if
      such day is not a Business Day), commencing in December 2006.

     

    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 Distribution Date occurs to and including the first
      day of the calendar month in which such Distribution Date occurs (or such other
      period as specified in the applicable Servicing Agreement).

     

    EDGAR:
      As
      defined in Section 4.31(a) hereof.

     

    Effective
      Loan-to-Value Ratio:
      With
      respect to any Mortgage Loan as of any date of determination, a fraction,
      expressed as a percentage, the numerator of which is equal to the Principal
      Balance of such Mortgage Loan as of such date, less the amount of Additional
      Collateral required to secure such Mortgage Loan at the time of origination,
      if
      any, and the denominator of which is equal to the value of the related Mortgaged
      Property on the basis of (i) the lesser
      of the
      appraised value at origination or the sales price of such Mortgaged Property
      or
      (ii) a broker price opinion prepared after origination.

     

    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, A-1+ by S&P
      and F-1+ by Fitch (in each case if such rating agency is a Rating Agency) 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 Trustee and
      to
      each Rating Agency, the Certificateholders 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 Certificates as evidenced by
      a
      letter from each Rating Agency to the Trustee. Eligible Accounts may bear
      interest.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    


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

     

    (i)  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;

     

    (ii)  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, A-1 by S&P and P-1 by Moody’s (in each case if such
      rating agency is a Rating Agency);

     

    (iii)  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, A-1 by S&P and P-1 by Moody’s (in each case if
      such rating agency is a Rating Agency);

     

    (iv)  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, A-1 by S&P and
      P-1 by Moody’s (in each case if such rating agency is a Rating Agency);


     

    (v)  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, A-1 by S&P and P-1 by Moody’s (in each case if such rating agency is
      a Rating Agency); 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
      Fund to exceed 20% of the Aggregate Pool Balance; provided,
      further,
      that
      such securities will not be Eligible Investments if they are identified as
      being
      under review with negative implications from any Rating Agency;

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    (vi)  securities
      of money market funds or mutual funds rated AAAm or AAAm-G by S&P, AAA or
      better by Fitch and Aa1 by Moody’s (in each case if such rating agency is a
      Rating Agency) (including any such funds for which the 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

     

    (vii)  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.

     

    Enhancement
      Percentage:
      With
      respect to the Group 1 Certificates and each Class of LIBOR Certificates and
      any
      Distribution Date, the fraction, expressed as a percentage, the numerator of
      which is the sum of (i) the aggregate Class Principal Balance of each Class
      of
      Subordinate Certificates having a lower priority of distribution than such
      Class
      after giving effect to application of the Principal Distribution Amount for
      each
      Mortgage Pool for such Distribution Date, (ii) the Overcollateralization Amount
      (which amount, for purposes of this definition only, shall not be less than
      zero
      unless the Class Principal Balance of each Class of Subordinate Certificates
      has
      been reduced to zero) and shall be calculated on the basis of the assumption
      that the Principal Distribution Amounts with respect to both Mortgage Pools
      have
      been distributed on such Distribution Date and no Trigger Event has occurred),
      and (iii) amounts on deposit in the Reserve Fund after giving effect to
      withdrawals therefrom on such date, and the denominator of which is the
      Aggregate Pool Balance for such Distribution Date.

     

    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.

     

    ERISA-Qualifying
      Underwriting:
      A best
      efforts or firm commitment underwriting or private placement that meets the
      requirements of an Underwriter’s Exemption.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    ERISA-Restricted
      Certificates:
      Each of
      the Subordinate Certificates and the Class X, Class P, Class RL and Class R
      Certificates, and any Senior Certificate that is not rated at least “AA-” or
“Aa3” at the time of its acquisition.

     

    ERISA-Restricted
      Trust Certificate:
      Any
      Senior
      Certificate
      that is rated at least “AA-” or “Aa3” at the time of its
      acquisition.

     

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

     

    Excess
      Cap Amount:
      As of
      any date on which the notional balance of the Cap Agreement exceeds the sum
      of
      (a) 13% of the aggregate Principal Balance of the Pool 1 Mortgage Loans, (b)
      the
      aggregate Principal Balance of the Fixed Rate Mortgage Loans with a Mortgage
      Rate less than 5.80% and (c) the aggregate Principal Balance of the Adjustable
      Rate Mortgage Loans with an adjustable rate term greater than 48 months and
      less
      than 60 months, in each case as of the first day of the related Due Period,
      the
      amount payable under such Cap Agreement in respect of such excess on such
      date.

     

    Excess
      Cashflow:
      With
      respect to any Distribution Date, the sum of (a) Pool 1 Excess Interest and
      Pool
      2 Excess Interest for such Distribution Date, (b) the Overcollateralization
      Release Amount for such Distribution Date and (c) any amounts of Principal
      Distribution Amount remaining after application pursuant to Sections
      6.05(d)(i)(A)(10), (B)(10) and (ii)(C).

     

    Excess
      Interest:
      With
      respect to any Distribution Date, the sum of Pool 1 Excess Interest and Pool
      2
      Excess Interest for such Distribution Date.

     

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

     

    Excluded
      Servicing Obligations:
      As
      defined in Section 4.01 hereof.

     

    Excluded
      Trust Assets:
      As
      defined in the Preliminary Statement to this Agreement. 

     

    Fannie
      Mae:
      Fannie
      Mae, the entity formerly known as the Federal National Mortgage
      Association.

     

    FDIC:
      The
      Federal Deposit Insurance Corporation.

     

    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:
      Not
      applicable.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    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.

     

    Final
      Scheduled Distribution Date:
      With
      respect to each Class of Certificates (other than the Class A-IO Certificates),
      the Distribution Date in December 2036; in the case of the Class A-IO
      Certificates, the Distribution Date in May 2009.

     

    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.

     

    Foreclosure
      Restricted Loan:
      Each
      Mortgage Loan listed on Schedule I-I hereto and with respect to which
      foreclosure (or deed-in-lieu of foreclosure or similar) proceedings are
      instituted on or before the first anniversary of the Closing Date.

     

    Form
      8-K Disclosure Information:
      As
      defined in Section 4.31(a).

     

    Freddie
      Mac:
      Freddie
      Mac, the entity formerly known as the Federal Home Loan Mortgage
      Corporation.

     

    Full
      Recourse Servicing Agreement:
      Not
      applicable.

     

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

     

    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.

     

    Gross
      Prepayment Interest Excess:
      With
      respect to any Distribution Date and the Non-Servicer Obligated Mortgage Loans,
      the excess of (x) the aggregate amount of interest paid in respect of any such
      Mortgage Loans that were the subject of a Prepayment in Full during the related
      Prepayment Period and any other amounts allocable to interest received in
      respect of such Mortgage Loans that are distributable on such Distribution
      Date
      over (y) the interest portion of the Monthly Payment due on such Mortgage Loans
      during the related Due Period.

     

    Gross
      Prepayment Interest Shortfall:
      With
      respect to any Distribution Date and the Non-Servicer Obligated Mortgage Loans,
      the excess of (x) the interest portion of the Monthly Payment due on any such
      Mortgage Loans during the related Due Period that were the subject of a
      Prepayment in Full during the related Prepayment Period over (y) the aggregate
      amount of interest paid by related Mortgagors in respect of the amounts of
      such
      Prepayments in Full and any other amounts allocable to interest received from
      such Mortgagors that are distributable on such Distribution Date. A Gross
      Prepayment Interest Shortfall will not result from a partial prepayment of
      a
      Mortgage Loan.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    Group
      1 Certificate:
      Any
      Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4 or Class 1-A5
      Certificate.

     

    Group
      1 Senior Principal Distribution Percentage:
      With
      respect to any Distribution Date and the Group 1 Certificates, the percentage
      equivalent of a fraction, the numerator of which is the Principal Remittance
      Amount for Pool 1 and the denominator of which is the sum of the Principal
      Remittance Amounts for Pool 1 and Pool 2 for such Distribution
      Date.

     

    Group
      2 Certificate:
      Any
      Class 2-A1, Class 2-A2, Class 2-A3 or Class 2-A4 Certificate.

     

    Group
      2 Senior Principal Distribution Percentage:
      With
      respect to any Distribution Date and the Group 2 Certificates, the percentage
      equivalent of a fraction, the numerator of which is the Principal Remittance
      Amount for Pool 2 and the denominator of which is the sum of the Principal
      Remittance Amounts for Pool 1 and Pool 2 for such Distribution
      Date.

     

    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 Trustee, as identified on Schedule I-E attached hereto.

     

    Holdback
      Mortgage Loan:
      Each
      Mortgage Loan listed on Schedule I-E attached hereto, as amended from time
      to
      time pursuant to the terms of this Agreement.

     

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

     

    HUD:
      United
      States Department of Housing and Urban Development.

     

    Independent:
      When
      used with respect to any Independent Public Accountant, a Person who is
“independent” within the meaning of Rule 2-01(b) of the Commission’s Regulation
      S-X. When used with respect to any other Person, a Person who (a) is in fact
      independent of another specified Person and any Affiliate of such other Person,
      (b) does not have any material direct financial interest in such other Person
      or
      any Affiliate of such other Person, (c) is not connected with such other Person
      or any Affiliate of such other Person as an officer, employee, promoter,
      underwriter, trustee, partner, director or Person performing similar functions
      and (d) is not a member of the immediate family of a Person defined in clause
      (b) or (c) above.

     

    Independent
      Contractor:
      (i) Any
      Person (other than the Subservicer) that would be an “independent contractor”
within the meaning of Section 856(d)(3) of the Code if the Servicer were a
      real
      estate investment trust (except that the ownership tests set forth in that
      Section shall be considered to be met by any Person that owns, directly or
      indirectly, 35% or more of any Class, or 35% or more of the aggregate of all
      Classes of the Certificates), so long as the Servicer does not receive or derive
      any income from such Person and provided
      that the
      relationship between such Person and the Servicer is at arm’s length, all within
      the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other
      Person (including the Subservicer) if the Servicer has received an Opinion
      of
      Counsel, which Opinion of Counsel shall be an expense of the Servicer, to the
      effect that the taking of any action in respect of any REO Property by such
      Person, subject to any conditions therein specified, that is otherwise herein
      contemplated to be taken by an Independent Contractor will not cause such REO
      Property to cease to qualify as “foreclosure property” within the meaning of
      Section 860G(a)(8) of the Code (determined without regard to the exception
      applicable for purposes of Section 860D(a) of the Code), or cause any income
      realized in respect of such REO Property to fail to qualify as Rents from Real
      Property.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    Independent
      Public Accountant:
      Any of
      (a) Deloitte & Touche LLP, (b) PricewaterhouseCoopers, LLP, (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 Certificate.

     

    Initial
      Aggregate Certificate Principal Balance:
      $485,162,100.

     

    Initial
      Overcollateralization Percentage:
      0.40%.

     

    Insurance
      Fee Rate:
      Not
      applicable.

     

    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 Distribution 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:
      Each
      interest in a REMIC as designated in the Preliminary Statement to this
      Agreement.

     

    
      
        
        

      

      
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    Interest-Only
      Certificate:
      Any
      Class A-IO Certificate.

     

    Interest
      Rate:
      With
      respect to each Class of Certificates other than the Class X, Class P, Class
      RL
      and Class R Certificates, the per annum rate of interest applicable to
      Certificates of such Class, as specified in the Preliminary Statement to this
      Agreement.

     

    Interest
      Remittance Amount:
      With
      respect to each Mortgage Pool and any Distribution Date, to the extent conveyed
      to the Trustee hereunder and received by the Master Servicer and to the extent
      provided in this Agreement and the applicable Servicing Agreement, (a) the
      sum
      of (i) all interest collected (other than Payaheads) or advanced or otherwise
      remitted in respect of Monthly Payments on the Mortgage Loans in such Mortgage
      Pool during the related Due Period, other than any prepayment premiums or yield
      maintenance payments, which will be distributed to the Class P Certificates
      and
      will not be available to make payments on any other Class of Certificates,
      less
      (x) the
      Master Servicing Fee, the applicable Servicing Fees, the premium for any
      lender-paid Primary Mortgage Insurance and the Retained Interest Rate, if any,
      on the Mortgage Loans in such Mortgage Pool, (y) Outstanding Advances with
      respect to the Mortgage Loans in such Mortgage Pool and the applicable Pool
      Percentage of other amounts due to the Master Servicer, the Servicers or the
      Trustee (other than the Trustee Fee and the Custodian Fee), in each case, to
      the
      extent allocable to interest, and (z) any Net Prepayment Interest Excess
      for such Distribution Date, (ii) any Compensating Interest paid by the
      Master Servicer and any amounts paid by any Servicer in respect of prepayment
      interest shortfalls on the Mortgage Loans in such Mortgage Pool with respect
      to
      such Distribution 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 or the Trustee, to the
      extent allocable to interest) of each Mortgage Loan that was purchased from
      such
      Mortgage Pool during the related Prepayment Period, (iv) the portion of any
      Substitution Amount allocable to interest and paid during the related Prepayment
      Period with respect to the Mortgage Loans in such Mortgage Pool and (v) all
      Net
      Liquidation Proceeds, Insurance Proceeds and other recoveries collected and
      remittances made during the related Prepayment Period with respect to the
      Mortgage Loans in such Mortgage Pool (including proceeds of Additional
      Collateral), to the extent allocable to interest, less Outstanding Advances,
      with respect to the Mortgage Loans in such Mortgage Pool, to the extent
      allocable to interest, and the applicable Pool Percentage of other amounts
      due
      the Master Servicer, the Servicers or the Trustee, to the extent allocable
      to
      interest, as reduced by (b) the applicable Pool Percentage of any expenses
      of
      the Trustee reimbursable pursuant to this Agreement and not reimbursed pursuant
      to clauses (a)(i), (a)(iii) or (a)(v) above.

     

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

     

    Junior
      Mortgage Loan:
      Not
      applicable.

     

    Latest
      Possible Maturity Date:
      The
      Distribution Date following the third anniversary of the scheduled maturity
      date
      of the Mortgage Loan having the latest scheduled maturity date as of the Closing
      Date.

     

    LIBOR:
      With
      respect 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 Certificates 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 Distribution Date.

     

    
      
        
        

      

      
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    LIBOR
      for
      the initial Accrual Period shall be 5.35%.

     

    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
      Certificate:
      Any
      Group
      2 Certificate or Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class
      B-2 or Class B-3 Certificate.

     

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

     

    Liquidated
      Mortgage Loan:
      With
      respect to
      any
      Distribution 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.

     

    
      
        
        

      

      
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    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, and any Additional Collateral.

     

    Loan-to-Value
      Ratio:
      With
      respect to any Mortgage Loan as of any date of determination, the fraction,
      expressed as a percentage, the numerator of which is equal to the Principal
      Balance of such Mortgage Loan as of such date, and the denominator of which
      is
      equal to the value of the related Mortgaged Property on the basis of (i) the
      lesser
      of the
      appraised value at origination or the sales price of such Mortgaged Property
      or
      (ii) a broker price opinion prepared after origination.

     

    Loss
      Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser
      of (i)
      the aggregate of Realized Losses incurred during the related Prepayment Period
      and (ii) funds remaining on deposit in the Reserve Fund after application
      pursuant to Section 6.05(e)(iv) and 6.05(f)(iv).

     

    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:
      Wells
      Fargo Bank, N.A., or any successor or permitted assign under the terms of this
      Agreement.

     

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

     

    Master
      Servicer’s Monthly Report:
      The
      report containing the information described in Section 4.27 hereof.

     

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

     

    Master
      Servicing Fee Rate:
      Subject
      to Section 4.13, 0.015% per annum.

     

    Maximum
      Master Servicing Fee Rate:
      0.035%
      per annum.

     

    
      
        
        

      

      
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    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 Non-Monthly Mortgage Loan that provides for
      payments at two-week intervals 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.

     

    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 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 Fund; 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 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 Fund;

     

    
      
        
        

      

      
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    (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.

     

    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.

     

    Mortgage
      Loan Schedule:
      As of
      any date, the list of Mortgage Loans included in the Trust Fund, 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 and Schedule I-H). The
      Mortgage Loan Schedule 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;

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    (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;

     

    (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;

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    (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; 

     

    (xxxv)
       whether
      prepayment premiums or penalties or yield maintenance payments are to be
      retained by the related Servicer or allocated to the Class P
      Certificates;

     

    (xxxvi) if
      such
      Mortgage Loan is a Retained Interest Mortgage Loan, the Retained Interest
      Rate;

     

    (xxxvii) a
      code
      identifying if such Mortgage Loan is a Cross-Collateralized Mortgage Loan,
      and
      the related Mortgage Loan(s); 

     

    (xxxviii) a
      code
      identifying if such Mortgage Loan is an Additional Collateral Mortgage Loan;
      and

     

    (xxxix)  
      the
      Mortgage Pool in which such Mortgage Loan is included.

     

    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
      Pool:
      Either
      Pool 1 or Pool 2. 

     

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

     

    Mortgaged
      Property:
      Any 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.

     

    
      
        
        

      

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

     

    M&T
      Mortgage:
      M&T
      Mortgage Corporation, a New York corporation, or any successor
      thereto.

     

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

     

    Net
      Insurance Proceeds:
      With
      respect 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:
      With
      respect to any Liquidated Mortgage Loan, Liquidation Proceeds net of amounts
      payable therefrom to the Master Servicer or any Servicer in respect of
      Liquidation Expenses and Outstanding Advances relating to such Mortgage
      Loan.

     

    Net
      Mortgage Rate:
      With
      respect 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 Trustee Fee Rate, the Custodian Fee
      Rate, any lender-paid primary mortgage insurance premium expressed as an annual
      rate and, in the case of a Pool PMI-Insured Mortgage Loan, the Insurance Fee
      Rate, and, with respect to Mortgage Loans identified on the Mortgage Loan
      Schedule as “Retained Interest Mortgage Loans,” the applicable Retained Interest
      Rate.

     

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

     

    Net
      Prepayment Interest Shortfall:
      With
      respect to any Distribution Date, the excess, if any, of any Prepayment Interest
      Shortfalls with respect to the Mortgage Loans for such Distribution Date over
      any amounts paid with respect to such shortfalls by the Servicers pursuant
      to
      the Servicing Agreements or by the Master Servicer pursuant to this
      Agreement.

     

    Net
      Swap Payment:
      With
      respect to each Swap Payment Date, the sum of (i) the net payment required
      to be
      made pursuant to the terms of the Swap Agreement, which net payment shall not
      take into account any Swap Termination Payment, and (ii) any unpaid amounts
      due
      on previous Swap Payment Dates and accrued interest thereon as provided in
      the
      Swap Agreement, as calculated by the Swap Counterparty and furnished to the
      Master Servicer and the Trustee.

     

    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.

     

    
      
        
        

      

      
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    Non-Monthly
      Mortgage Loan:
      Each
      Mortgage Loan listed on Schedule I-C hereto.

     

    Non-permitted
      Foreign Holder:
      Any
      Person other than (A) a Person who is not a Non-U.S. Person or (B) a
      Non-U.S. Person that holds a Residual Certificate in connection with the conduct
      of a trade or business within the United States and has furnished the transferor
      and the Certificate Registrar with an effective Internal Revenue Service Form
      W-8ECI or successor form at the time and in the manner required by the
      Code.

     

    Non-Recoverable
      Advance:
      Any
      Advance which a Servicer (or subservicer, to the extent such subservicer makes
      Advances on behalf of a Servicer), the Master Servicer or the 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 (or subservicer), the Master Servicer or the 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 subservicer) or the Master Servicer that it
      has
      made a Non-Recoverable Advance shall be evidenced by an Officer’s Certificate
      delivered to the Trustee and the Depositor (and in the case of a Servicer (or
      subservicer), the Master Servicer) setting forth such determination and the
      procedures and considerations of such Servicer (or subservicer) 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 subservicer) or the Master
      Servicer which may support such determination.

     

    Non-Servicer
      Obligated Mortgage Loans:
      Each
      Mortgage Loan identified on Exhibit J hereto.

     

    Non-U.S.
      Person:
      Any
      person other than a “United States person” within the meaning of Section
      7701(a)(30) of the Code.

     

    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
      Trustee. With respect to any opinion dealing with federal income tax matters
      and
      as otherwise set forth in this Agreement, such counsel must (i) in fact be
      independent of the Seller, the Depositor, the Master Servicer, the Trustee
      and
      each Servicer, (ii) not have any direct financial interest in the Seller, the
      Depositor, the Master Servicer, the 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 Trustee or a Servicer as an officer, employee, promoter,
      underwriter, trustee, partner, director or person performing similar
      functions.

     

    Optimal
      Interest Remittance Amount:
      With
      respect to each Distribution Date, an amount equal to the product of
(A)
      (x)
      the weighted average of the Net Mortgage Rates of the Pool 1 Mortgage Loans
      as
      of the first day of the related Due Period divided
      by
      (y) 12
      and (B) the Pool Balance for Pool 1 as of the first day of the related Due
      Period (not including for this purpose Mortgage Loans in Pool 1 for which
      prepayments in full have been received and distributed in the month prior to
      that Distribution Date), minus
      any Net
      Swap Payment and Swap Termination Payment (not due to a Swap Counterparty
      Trigger Event) owed to the Swap Counterparty, to the extent not paid from
      collections on the Pool 2 Mortgage Loans.

     

    
      
        
        

      

      
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    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 (or
      subservicer, to the extent such subservicer makes Advances on behalf of the
      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.

     

    Overcollateralization
      Amount:
      With
      respect to any Distribution Date, the amount, if any, by which (a) the Aggregate
      Pool Balance for such Distribution Date exceeds (b) the aggregate Class
      Principal Balance of the Group 1 Certificates and the LIBOR Certificates on
      such
      date after giving effect to distributions on such Distribution Date. On the
      Closing Date, the initial Overcollateralization Amount shall be approximately
      equal to the product of (x) the Initial Overcollateralization Percentage and
      (y)
      the Aggregate Cut-off Date Pool Balance.

     

    Overcollateralization
      Floor:
      With
      respect to any Distribution date prior to December 2026, the product of (i)
      0.50% and (ii) the Cut-off Date Aggregate Pool Balance. With respect to any
      Distribution Date on or after December 2026, the greater of (a) the product
      of
      (i) 0.50% and (ii) the Cut-off Date Aggregate Pool Balance and (b) the sum
      of
      (i) the aggregate Principal Balance of the Mortgage Loans with a remaining
      term
      to maturity as of the Cut-off Date greater than 30 years and (ii) the product
      of
      (x) 0.10% and (y) the Cut-off Date Aggregate Pool Balance.

     

    Overcollateralization
      Release Amount:
      With
      respect to any Distribution Date, the lesser
      of (x)
      the Principal Remittance Amounts for both Mortgage Pools for such Distribution
      Date and (y) the amount, if any, by which (i) the Overcollateralization Amount
      for such Distribution Date, calculated for this purpose on the basis of the
      assumption that 100% of the Principal Remittance Amounts for both Mortgage
      Pools
      for such Distribution Date is applied on such date in reduction of the Class
      Principal Balances of the Group 1 Certificates and the LIBOR Certificates,
      exceeds (ii) the Targeted Overcollateralization Amount for such
      Distribution Date.

     

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

     

    Payahead:
      With
      respect to any Mortgage Loan and any Due Date therefor, any Monthly Payment
      received by the applicable Servicer during any Due Period in addition to the
      Monthly Payment due on such Due Date and intended by the Mortgagor to be applied
      at a future Due Date.

     

    PCAOB:
      The
      Public Company Accounting Oversight Board.

     

    
      
        
        

      

      
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    Percentage
      Interest:
      The
      percentage interest (which may be expressed as a fraction) evidenced by any
      Certificate, which is equal (i) with respect to any Certificate other than
      a
      Class X, Class P, Class RL or Class R Certificate to a fraction, the numerator
      of which is the initial principal (or notional) balance of such Certificate,
      and
      the denominator of which is the initial Class Principal Balance (or Class
      Notional Balance) of all Certificates of the same Class, and (ii) with respect
      to any Class X, Class P, Class RL or Class R Certificate, the percentage
      interest specified thereon.

     

    Permitted
      Transferee:
      As
      defined in Section 5.02(d)(ii) hereof.

     

    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.

     

    Plan:
      An
      employee benefit plan or other retirement arrangement which is subject to
      Section 406 of ERISA and/or Section 4975 of the Code or any entity whose
      underlying assets include such plan’s or arrangement’s assets by reason of their
      investment in the entity.

     

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

     

    Pool
      Balance:
      With
      respect to each Mortgage Pool and any Distribution Date, the aggregate of the
      Principal Balances of the Mortgage Loans in such Mortgage Pool for such
      Distribution Date.

     

    Pool
      Percentage:
      With
      respect to each Mortgage Pool and any Distribution Date, the fraction, expressed
      as a percentage, the numerator of which is the Pool Balance for such Mortgage
      Pool for such Distribution Date and the denominator of which is the Aggregate
      Pool Balance for such Distribution Date.

     

    Pool
      PMI Insurance Policy:
      Not
      applicable.

     

    Pool
      PMI Insurance Premium:
      Not
      applicable.

     

    Pool
      PMI-Insured Mortgage Loan:
      Not
      applicable.

     

    Pool
      PMI Insurer:
      Not
      applicable.

     

    Pool
      Subordinate Amount:
      With
      respect to any Mortgage Pool and any Distribution Date, the excess of the Pool
      Balance for such Mortgage Pool as of the first day of the immediately preceding
      Due Period over the sum of the aggregate Class Principal Balance of the Group
      1
      Certificates (in the case of Pool 1) and the aggregate Class Principal Balance
      of the Group 2 Certificates (in the case of Pool 2) immediately prior to the
      related Distribution Date.

     

    Pool
      1:
      The
      aggregate of the Mortgage Loans identified on the Mortgage Loan Schedule as
      being included in Pool 1.

     

    
      
        
        

      

      
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    Pool
      1
      Available Funds Cap:
      With
      respect to the Group 1 Certificates and any Distribution Date, (A)(1)(a) the
      aggregate of interest accrued (whether or not collected or advanced) for the
      related Due Period on the Pool 1 Mortgage Loans at the applicable Net Mortgage
      Rates minus
      (b) the
      sum of (x) any Net Swap Payment or Swap Termination Payment owed to the Swap
      Counterparty (provided
      that any
      such Swap Termination Payment is not due to a Swap Counterparty Trigger Event)
      to the extent not paid from collections on the Pool 2 Mortgage Loans and (y)
      the
      aggregate of interest accrued for the related Accrual Period on the A-IO(1)
      Component for such Distribution Date, multiplied
      by
      (2) the
      Senior Available Funds Cap Percentage,
      divided by
      (3) the
      Class Principal Balance of the Group 1 Certificates immediately prior to such
      Distribution Date multiplied
      by
      (B)
      12.

     

    Pool
      1
      Excess Interest:
      With
      respect to any Distribution Date, the amount of any Interest Remittance Amount
      for Pool 1 remaining after application pursuant to clauses (i) through (xii)
      of
      Section 6.05(b) on such Distribution Date. 

     

    Pool
      2:
      The
      aggregate of the Mortgage Loans identified on the Mortgage Loan Schedule as
      being included in Pool 2.

     

    Pool
      2
      Available Funds Cap:
      With
      respect to the Group 2 Certificates and any Distribution Date, (A)(1)(a) the
      aggregate of interest accrued (whether or not collected or advanced) for the
      related Due Period on the Pool 2 Mortgage Loans at the applicable Net Mortgage
      Rates minus
      (b) the
      sum of (x) any Net Swap Payment or Swap Termination Payment owed to the Swap
      Counterparty (provided
      that any
      such Swap Termination Payment is not due to a Swap Counterparty Trigger Event)
      and (y) the aggregate of interest accrued for the related Accrual Period on
      the
      A-IO(2) Component for such Distribution Date, multiplied
      by
      (2) the
      Senior Available Funds Cap Percentage,
      divided by
      (3) the
      aggregate Class Principal Balance of the Group 2 Certificates immediately prior
      to such Distribution 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.

     

    Pool
      2
      Excess Interest:
      With
      respect to any Distribution Date, the amount of any Interest Remittance Amount
      for Pool 2 remaining after application pursuant to clauses (i) through (xii)
      of
      Section 6.05(c) on such Distribution Date. 

     

    Pool
      2
      Net WAC:
      With
      respect to any Distribution Date, the weighted average (by Principal Balance)
      of
      the Net Mortgage Rates of the Pool 2 Mortgage Loans.

     

    Pool
      2
      REMIC WAC:
      As
      defined in the Preliminary Statement to this Agreement.

     

    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
      Interest Shortfall:
      With
      respect to any Prepayment in Full, the excess, if any, of (i) one full month’s
      interest on the related Mortgage Loan at the applicable Mortgage Rate (as
      reduced by the Servicing Fee Rate) on the outstanding principal balance of
      such
      Mortgage Loan immediately prior to such prepayment over (ii) the amount of
      interest actually received with respect to such Mortgage Loan in connection
      with
      such Principal Prepayment.

     

    
      
        
        

      

      
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    Prepayment
      Period:
      With
      respect to any Distribution Date, the calendar month immediately preceding
      the
      month of such Distribution Date (or such other period as specified in the
      applicable Servicing Agreement).

     

    Preservation
      Expenses:
      Reasonable and customary expenditures made by the Master Servicer or a Servicer
      (or subservicer, to the extent such subservicer makes such expenditures on
      behalf of a Servicer) 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
      Pool PMI Insurance Policy, and any other 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 Distribution Date, the principal balance
      of such Mortgage Loan remaining to be paid by the Mortgagor as of the Cut-off
      Date after deduction of all Monthly Payments due on or before the Cut-off Date,
      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 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.

     

    Principal
      Distribution Amount:
      With
      respect to each Mortgage Pool and any Distribution Date, the Principal
      Remittance Amount for such Mortgage Pool and such Distribution Date minus
      the
      Overcollateralization Release Amount, if any, allocable to such Mortgage Pool,
      determined on the basis of the Principal Remittance Amount for such Mortgage
      Pool. 

     

    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 (i) Monthly Payments other than Balloon Payments and (ii)
      Payaheads.

     

    Principal
      Remittance Amount:
      With
      respect to each Mortgage Pool and any Distribution Date, to the extent conveyed
      to the Trustee hereunder and received by the Master Servicer, the sum of (i)
      all
      principal collected (other than Payaheads) or advanced or otherwise remitted
      in
      respect of Monthly Payments on the Mortgage Loans in such Mortgage Pool during
      the related Due Period, (ii) all Prepayments in Full or partial Principal
      Prepayments received (or Prepayments in Full on Non-Servicer Obligated Mortgage
      Loans remitted by the related Servicer to the Master Servicer on a daily basis,
      which are deemed by the Master Servicer to have been received) during the
      applicable Prepayment Period on the Mortgage Loans in such Mortgage Pool, (iii)
      the portion of the Purchase Price of each Mortgage Loan that was purchased
      from
      such Mortgage Pool during the related Prepayment Period allocable to principal,
      (iv) the portion of any Substitution Amount allocable to principal paid
      during the related Prepayment Period with respect to the Mortgage Loans in
      such
      Mortgage Pool, (v) all Net Liquidation Proceeds, including Subsequent
      Recoveries, Insurance Proceeds and other recoveries collected and remittances
      made during the related Prepayment Period (including proceeds of Additional
      Collateral) with respect to the Mortgage Loans in such Mortgage Pool, to the
      extent allocable to principal, and (vi) any Holdback Amount applied in reduction
      of the principal balance of a Mortgage Loan in such Mortgage Pool 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
      with respect to the Mortgage Loans in such Mortgage Pool, to the extent
      allocable to principal, and the applicable Pool Percentage of other amounts
      due
      to the Master Servicer, the Servicers or the Trustee, hereunder or under the
      Servicing Agreements, to the extent not reimbursed from amounts allocable to
      interest on the related Mortgage Loans for such Distribution Date. 

     

    
      
        
        

      

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

     

    Prospectus:
      The
      prospectus supplement dated December 12, 2006, together with the accompanying
      prospectus dated December 7, 2006, relating to the Group 1 Certificates, the
      Class A-IO Certificates and the LIBOR Certificates, together with any supplement
      thereto.

     

    Purchase
      Agreement:
      The
      Mortgage Loan Purchase Agreement dated as of November 1, 2006, by and between
      the Seller and the Depositor, providing for the transfer of the Mortgage Loans
      (other than the Re-sold 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, (iii) any unreimbursed Servicing Advances with
      respect to such Mortgage Loan, and (iv) the
      amount of any costs and damages incurred by the Trust Fund as a result of any
      violation of any predatory or abusive lending law arising from or in connection
      with the origination of 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 (taking into account the rate of
      any
      retained interest, if applicable), (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 not less than (and not more than one
      percentage point in excess of) 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 (provided,
      however,
      that in
      no case shall such substitute mortgage loan have a maturity date later than
      the
      Final Scheduled Distribution Date), (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) and an Effective Loan-to-Value
      Ratio as of the date of substitution equal to or lower than the Loan-to-Value
      Ratio and Effective Loan-to-Value Ratio, respectively (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, (xii) be a Pool PMI-Insured Mortgage
      Loan if the Deleted Mortgage Loan was a Pool PMI-Insured Mortgage Loan and
      (xiii) conform to the representations and warranties set forth in Section 6
      of
      the Purchase Agreement or Section 6 of the related Revolving 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 (provided
      that the
      stated maturity date of any such mortgage loan shall not be later than the
      Final
      Scheduled Distribution Date), 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.

     

    
      
        
        

      

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

     

    Ratings
      Requirement:
      With
      respect to any action to which the Ratings Requirement applies, that each Rating
      Agency shall have been given 10 days (or such shorter period as is acceptable
      to
      each Rating Agency) prior notice thereof and that each Rating Agency shall
      have
      notified the Depositor and the Trustee in writing that such action will not
      result in a reduction or withdrawal of the then current rating of the rated
      Certificates.

     

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

     

    Real
      Estate:
      All
      Loan Collateral as to which 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.

     

    
      
        
        

      

      
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    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 Distribution Date and each Class of Certificates other than
      the
      Group 1 Certificates, the close of business on the Business Day immediately
      preceding such Distribution Date; and with respect to the Group 1 Certificates,
      the close of business on the last Business Day of the calendar month immediately
      preceding the month in which such Distribution Date occurs (or the Closing
      Date,
      in the case of the first Distribution Date).

     

    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.

     

    Regulation
      AB:
      Subpart
      229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100 -
      229.1123, as such may be amended from time to time, and subject to such
      clarification and interpretation as have been provided by the Commission in
      the
      adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518,
      70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission,
      or
      as may be provided by the Commission or its staff from time to
      time.

     

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

     

    Relevant
      Servicing Criteria:
      The
      Servicing Criteria applicable to each party as set forth on Exhibit P-1 hereto.
      Multiple parties can have responsibility for the same Relevant Servicing
      Criteria. With respect to a Servicing Function Participant engaged by the Master
      Servicer, the Trustee or a Servicer, the term “Relevant Servicing Criteria” may
      refer to a portion of the Relevant Servicing Criteria applicable to such
      parties.

     

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

     

    REMIC:
      A “real
      estate mortgage investment conduit” within the meaning of section 860D of the
      Code.

     

    REMIC
      1:
      As
      described in the Preliminary Statement to this Agreement.

     

    REMIC
      2:
      As
      described in the Preliminary Statement to this Agreement.

     

    REMIC
      3:
      As
      described in the Preliminary Statement to this Agreement.

     

    REMIC
      4:
      As
      described in the Preliminary Statement to this Agreement.

     

    
      
        
        

      

      
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    REMIC
      3 Net WAC Rate:
      As
      described in the Preliminary Statement to this Agreement at footnote (3) under
      the table describing REMIC 4.

     

    REMIC
      Change of Law:
      Any
      proposed, temporary or final regulation, revenue ruling, revenue procedure
      or
      other official announcement or interpretation relating to REMICs and the REMIC
      Provisions issued after the Closing Date.

     

    REMIC
      Provisions:
      Provisions of the federal income tax law relating to real estate mortgage
      investment conduits, which appear at sections 860A through 860G of Subchapter
      M
      of Chapter 1 of the Code, and related provisions, and regulations promulgated
      thereunder, as the foregoing may be in effect from time to time as well as
      provisions of applicable state laws.

     

    Removable
      Mortgage Loan:
      Any
      Mortgage Loan as to which the related Mortgagor fails to make the first Monthly
      Payment of principal and interest due after the Closing Date.

     

    Rents
      from Real Property:
      With
      respect to any REO Property, gross income of the character described in Section
      856(d) of the Code as being included in the term “rents from real
      property.”

     

    REO
      Imputed Payment:
      With
      respect to any REO Property, for any calendar month during which such REO
      Property was at any time part of the Trust Fund, 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 Trustee, or by the Master Servicer or any Servicer
      (or agent or nominee thereof) on behalf of the Trustee, through foreclosure
      or
      deed-in-lieu of foreclosure or otherwise in connection with a defaulted Mortgage
      Loan.

     

    Reportable
      Event:
      As
      defined in Section 4.31(a) hereof.

     

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

     

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

     

    Reserve
      Fund:
      The
      reserve fund established and maintained by the Trustee as an Eligible Account
      pursuant to Section 6.02(a)(iii) of this Agreement, which reserve fund is an
      asset of the Trust Fund but not of any REMIC.

     

    Reserve
      Fund Requirement:
      With
      respect to any Distribution Date, the greater of (i) the Targeted
      Overcollateralization Amount for such Distribution Date minus
      the
      Overcollateralization Amount for such Distribution Date and (ii)
      zero.

     

    Residual
      Certificate:
      Any
      Class R or Class RL Certificate.

     

    Re-sold
      Mortgage Loan:
      Any
      2003-G Re-sold Mortgage Loan, 2005-A Re-sold Mortgage Loan or 2005-E Re-sold
      Mortgage Loan.

    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
      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, in each case having
      direct responsibility for the administration of this Agreement.

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

    Restricted
      Certificate:
      Each of
      the Class X, Class P, Class R and Class RL Certificates.

     

    Retained
      Certificates:
      The
      Class
B-3
      Certificates.

     

    Retained
      Interest:
      With
      respect to each Mortgage Loan identified on the Mortgage Loan Schedule as a
      “Retained Interest Mortgage Loan,” interest in respect of each such Mortgage
      Loan retained by any Retained Interest Holder at the related Retained Interest
      Rate and remitted to such Retained Interest Holder pursuant to the related
      Servicing Agreement or pursuant to Section 4.08, as applicable.

     

    Retained
      Interest Holder:
      With
      respect to each Mortgage Loan identified on the Mortgage Loan Schedule as a
      “Retained Interest Mortgage Loan,” the retained interest holder so specified
      thereon. 

     

    Retained
      Interest Rate:
      With
      respect to each Mortgage Loan identified on the Mortgage Loan Schedule as a
      “Retained Interest Mortgage Loan,” the per annum rate so specified
      thereon.

     

    Revolving
      Purchase Agreement:
      Each of
      the 2003-G Revolving Purchase Agreement, the 2005-A Revolving Purchase Agreement
      and the 2005-E Revolving Purchase Agreement.

     

    Revolving
      Trust:
      Each of
      the 2003-G Revolving Trust, the 2005-A Revolving Trust and the 2005-E Revolving
      Trust.

     

    Rolling
      Three Month Delinquency Rate:
      With
      respect to any Distribution Date, an amount equal to the average of the 60-Day
      Delinquency Rates for each of the three (or one or two, in the case of the
      first
      and second Distribution Dates, respectively) immediately preceding
      months.

     

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

     

    Sarbanes-Oxley
      Certification:
      As
      defined in Section 4.31(c) hereof.

     

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

     

    Securities
      Intermediary:
      The
      Person acting as Securities Intermediary under this Agreement (which initially
      is U.S. Bank National Association), its successor in interest, and any successor
      Securities Intermediary appointed pursuant to Section 6.02(c).

     

    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.

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

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

     

    Seller:
      Bayview
      Financial, L.P., as seller under the Purchase Agreement.

     

    Seller
      Retained Interest Rate:
      Not
      applicable.

     

    Senior
      Certificate:
      Any
      Class A-IO Certificate, Group 1 Certificate or Group 2 Certificate.

     

    Senior
      Available Funds Cap Percentage:
      With
      respect to any Distribution Date, the percentage equivalent of a fraction,
      the
      numerator of which is the aggregate Class Principal Balance of the Group 1
      Certificates and the Group 2 Certificates and the denominator of which is the
      aggregate Class Principal Balance of the Group 1 Certificates and the LIBOR
      Certificates, in each case immediately prior to that Distribution
      Date.

     

    Senior
      Priority:
      With
      respect to the Group 1 Certificates, the priority of distributions provided
      in
      Section 6.05(d)(i)(A)(2)(a) and Section 6.05(d)(i)(A)(2)(b), and with respect
      to
      the Group 2 Certificates, the priority of distributions provided in Section
      6.05(d)(i)(B)(2).

     

    Service(s)(ing):
      With
      respect to Regulation AB, the act of servicing and administering the Mortgage
      Loans or any other assets of the Trust Fund by an entity that meets the
      definition of “servicer” set forth in Item 1101 of Regulation AB and is subject
      to the disclosure requirements set forth in Item 1108 of Regulation AB. Any
      uncapitalized occurrence of this term shall have the meaning commonly understood
      by participants in the residential mortgage-backed securitization
      market.

     

    Servicer:
      The
      Servicers shall be BLS, M&T Mortgage, Washington Mutual Bank, PHH Mortgage
      Corporation, Aurora Loan Services, Inc., GMAC Mortgage Corp., Washington Mutual
      Mortgage Securities Corp., Wells Fargo Home Mortgage and Chase Home Finance
      and
      their respective successors and assigns.

     

    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 any
      subservicer, to the extent such subservicer incurs such costs and expenses
      on
      behalf of a Servicer) 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 and (iv) all Preservation Expenses. Servicing Fees and Master Servicing
      Fees, to the extent not paid when due, shall be deemed, and shall be
      reimbursable as, a Servicing Advance.

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Servicing
      Fee:
      With
      respect to each Distribution Date and each Mortgage Loan, the product of the
      applicable per annum Servicing Fee Rate and the Principal Balance or the unpaid
      principal balance, as applicable, 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. 

     

    Servicing
      Function Participant:
      Any
      Subservicer, Subcontractor or any other Person, other than a Servicer, the
      Master Servicer or the Trustee, that is participating in the servicing function
      within the meaning of Regulation AB, unless such Person’s activities relate only
      to 5% or fewer of the Mortgage Loans.

     

    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 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-A attached hereto.

     

    Sponsor:
      Bayview
      Financial, L.P.

     

    Stepdown
      Date:
      The
      latest to occur of (i) the Distribution Date in December 2009, (ii) the first
      Distribution Date on which the Aggregate Pool Balance is equal to or less than
      50.00% of the Cut-off Date Aggregate Pool Balance and (iii) the first
      Distribution Date on which the Enhancement Percentage (calculated for this
      purpose after
      giving
      effect to payments or other recoveries in respect of the Mortgage Loans during
      the related Due Period but before
      giving
      effect to distributions on the Certificates on such Distribution Date) for
      each
      Class of Group 1 Certificates and each Class of LIBOR Certificates is greater
      than or equal to the applicable percentage set forth below:

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

    
      	
              Class

            	
              Percentage

            
	
              1-A1,
                1-A2, 1-A3,

               1-A4,
                1-A5, 2-A1, 

              2-A2,
                2-A3, 2-A4

            	
              29.10%

            
	
              M-1

            	
              18.90%

            
	
              M-2

            	
              16.00%

            
	
              M-3

            	
              11.00%

            
	
              M-4

            	
              9.00%

            
	
              B-1

            	
              7.00%

            
	
              B-2

            	
              5.30%

            
	
              B-3

            	
              3.30%

            
	 	 


    

    Subcontractor:
      Any
      vendor, subcontractor or other Person that is not responsible for the overall
      servicing of Mortgage Loans but performs one or more discrete functions
      identified in Item 1122(d) of Regulation AB with respect to the Mortgage Loans
      under the direction or authority of any Servicer (or a Subservicer of any
      Servicer), the Master Servicer or the Trustee.

     

    Subordinate
      Available Funds Cap:
      With
      respect to each Class of Subordinate Certificates that is a Class of LIBOR
      Certificates, (A)(1)(a) the aggregate of interest accrued (whether or not
      collected or advanced) for the related Due Period on all Mortgage Loans at
      the
      applicable Net Mortgage Rates minus
      (b) the
      sum of (x) any Net Swap Payment or Swap Termination Payment owed to the Swap
      Counterparty (provided
      that any
      such Swap Termination Payment is not due to a Swap Counterparty Trigger Event)
      and (y) the aggregate of interest accrued for the related Accrual Period on
      the
      Senior Certificates (excluding any Basis Risk Shortfalls and Unpaid Basis Risk
      Shortfalls), divided
      by (2)
      the
      aggregate Class Principal Balance of the Subordinate Certificates immediately
      prior to such Distribution 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.

     

    Subordinate
      Certificate:
      Any
      Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2 or Class B-3
      Certificate.

     

    Subordination
      Trigger Event:
      A
      Subordination Trigger Event will have occurred with respect to any Distribution
      Date if the Enhancement Percentage for any Class of Group 1 Certificates or
      any
      Class of LIBOR Certificates for the immediately preceding Distribution Date
      is
      less than the applicable percentage set forth below: 

     

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

       

    

    
      	
              Class

            	
              Percentage

            
	
              1-A1,
                1-A2, 1-A3, 

              1-A4,
                1-A5, 2-A1, 

              2-A2,
                2-A3, 2-A4

            	
              29.10%

            
	
              M-1

            	
              18.90%

            
	
              M-2

            	
              16.00%

            
	
              M-3

            	
              11.00%

            
	
              M-4

            	
              9.00%

            
	
              B-1

            	
              7.00%

            
	
              B-2

            	
              5.30%

            
	
              B-3

            	
              3.30%

            


    

     

    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 (i) is considered to be a Servicing Function Participant, (ii)
      services Mortgage Loans on behalf of any Servicer and (iii) is responsible for
      the performance (whether directly or through subservicers or Subcontractors)
      of
      Servicing functions required to be performed under this Agreement, any related
      Servicing Agreement or any subservicing agreement that are identified in Item
      1122(d) of Regulation AB.

     

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

     

    Successor
      Master Servicer:
      Any
      successor to the Master Servicer, which successor shall be an FHA Approved
      Mortgagee.

     

    Supplemental
      Interest Trust:
      The
      corpus of a trust created pursuant to Section 6.14 of this Agreement and
      designated as the “Supplemental Interest Trust,” consisting of the Swap
      Agreement, the Supplemental Interest Trust Account, the right to receive the
      Class X Distributable Amount as provided in Section 6.05(e)(x) and the Class
      T4-IO-Swap Interest.

     

    Supplemental
      Interest Trust Account:
      The
      account created pursuant to Section 6.14(a) of this Agreement.

     

    Swap
      Agreement:
      The
      interest rate swap agreement entered into by the Supplemental Interest Trust,
      which agreement provides for, among other things, a Net Swap Payment to be
      paid
      pursuant to the conditions provided therein, together with any schedules,
      confirmations or other agreements relating thereto, attached hereto as Exhibit
      G-2.

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

     

    Swap
      Amount:
      With
      respect to each Distribution Date and the related Swap Payment Date, the sum
      of
      any Net Swap Payment and any Swap Termination Payment deposited into the
      Supplemental Interest Trust Account.

     

    Swap
      Counterparty:
      The
      counterparty to the Supplemental Interest Trust under the Swap Agreement, and
      any successor in interest or assigns. Initially, the Swap Counterparty shall
      be
      BNP Paribas.

     

    Swap
      Counterparty Trigger Event:
      A Swap
      Counterparty Trigger Event shall have occurred if any of a Swap Default with
      respect to which the Swap Counterparty is a Defaulting Party, a Termination
      Event with respect to which the Swap Counterparty is the sole Affected Party
      or
      an Additional Termination Event with respect to which the Swap Counterparty
      is
      the sole Affected Party has occurred.

     

    Swap
      Default:
      Any of
      the circumstances constituting an “Event of Default” under the Swap
      Agreement.

     

    Swap
      LIBOR:
      With
      respect to any Distribution Date and the related Swap Payment Date (and the
      Accrual Period relating to such Distribution Date), the product of (i) the
      Floating Rate Option (as defined in the Swap Agreement) for the related Swap
      Payment Date and (ii) two.

     

    Swap
      Payment Date:
      For so
      long as the Swap Agreement is in effect or any amounts remain unpaid thereunder,
      the Business Day immediately preceding each Distribution Date.

     

    Swap
      Replacement Receipts:
      As
      defined in Section 6.16.

     

    Swap
      Replacement Receipts Account:
      As
      defined in Section 6.16.

     

    Swap
      Termination Payment:
      Upon
      the designation of an “Early Termination Date” as defined in the Swap Agreement,
      the payment required to be made by the Supplemental Interest Trust to the Swap
      Counterparty, or by the Swap Counterparty to the Supplemental Interest Trust,
      as
      applicable, pursuant to the terms of the Swap Agreement, and any unpaid amounts
      due on previous Swap Payment Dates and accrued interest thereon as provided
      in
      the Swap Agreement, as calculated by the Swap Counterparty and furnished to
      the
      Trustee and the Master Servicer.

     

    Swap
      Termination Receipts:
      As
      defined in Section 6.16.

     

    Swap
      Termination Receipts Account:
      As
      defined in Section 6.16.

     

    Targeted
      Overcollateralization Amount:
      With
      respect to any Distribution Date (i) prior to the Stepdown Date, the product
      of
      1.65% and the Cut-off Date Aggregate Pool Balance and (ii) on and after the
      Stepdown Date if a Trigger Event is not in effect, the greater of (a) the
      product of 3.30% and the Aggregate Pool Balance for such Distribution Date
      and
      (b) the Overcollateralization Floor for such Distribution Date.

     

    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.

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

     

    Tax
      Matters Person:
      The
      Person designated as “tax matters person” in the manner provided under Treasury
      regulation § 1.860F-4(d) and temporary Treasury regulation
§ 301.6231(a)(7)1T. Initially, the Tax Matters Person shall be the
      Trustee.

     

    Tax
      Matters Person Certificate:
      The
      Class R Certificate with a Denomination of 0.00001%.

     

    Termination
      Date:
      As
      defined in Section 10.01.

     

    Termination
      Event:
      As
      defined in the Swap Agreement.

     

    Termination
      Price:
      As
      defined in Section 10.02(a).

     

    Three
      Month Average 60-Day Delinquency Rate:
      Not
      applicable.

     

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

     

    Trigger
      Event:
      A
      Trigger Event will be in effect with respect to any Distribution Date if a
      Delinquency Event, a Cumulative Loss Trigger Event or a Subordination Trigger
      Event has occurred with respect to such Distribution Date.

     

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

     

    Trust
      Account Property:
      The
      Trust Accounts, all amounts and investments held from time to time in the Trust
      Accounts (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.

     

    Trust
      Fund:
      The
      corpus of the trust created hereunder, consisting of all accounts, accounts
      receivable, contract rights, claims, choses in action, 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)(i) the
      Mortgage Loans (other than the related servicing rights), listed in the Mortgage
      Loan Schedules 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) and Schedule II (and subdivided into
      Schedule II-A, Schedule II-B, and Schedule II-C), including all payments of
      interest (other than any Retained Interest), all prepayment premiums or
      penalties or yield maintenance payments received or receivable by the Depositor
      on or with respect to the Mortgage Loans listed on Schedule I-B hereto, and
      all
      principal and other amounts received or receivable on or with respect to the
      Mortgage Loans on or after the Cut-off Date (other than payments due on or
      prior
      to such date) and all payments due after such date but received prior to such
      date, (ii) the related Mortgage Files and all rights of the Depositor in the
      Loan Collateral, (iii) any Insurance Policies and (iv) any Insurance Proceeds,
      REO Property, Liquidation Proceeds and other recoveries (in each case, subject
      to clause (i) above), (b) the Collection Account, the Certificate Distribution
      Account and the Reserve Fund and all amounts deposited therein pursuant to
      the
      applicable provisions of this Agreement, (c) any Eligible Investments held
      or
      amounts on deposit in any Trust Account, (d) the Cap Agreement and all payments
      received from the Cap Provider thereunder (to the extent provided herein),
      (e)
      the rights of the Depositor under the Purchase Agreement, the Assignment
      Agreements, the BFPT II Assignment Agreement, each Servicing Agreement and
      the
      Diligence Agreement, (f) the rights of the Trustee under each Servicing
      Agreement, (g) all Holdback Amounts on deposit in custodial accounts established
      by BLS for the benefit of the Trust Fund and (h) all income, revenues, issues,
      products, revisions, substitutions, replacements, profits, rents and all cash
      and non-cash proceeds of the foregoing.

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

     

    Trustee:
      U.S.
      Bank National Association, a national banking association, and any successor
      in
      interest, not in its individual capacity, but solely as Trustee
      hereunder.

     

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

     

    Trustee
      Fee Rate:
      0.0050%
      per annum.

     

    Underwriter:
      Each of
      J. P. Morgan Securities, Inc., Citigroup Global Markets Inc., and Merrill Lynch,
      Pierce, Fenner & Smith Incorporated.

     

    Underwriter’s
      Exemption:
      Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002), as amended
      (or any successor thereto), or any substantially similar administrative
      exemption granted by the U.S. Department of Labor.

     

    Unpaid
      Basis Risk Shortfall:
      With
      respect to any Distribution Date and any Class of Group 1 Certificates or LIBOR
      Certificates, the aggregate of all Basis Risk Shortfalls with respect to such
      Class remaining unpaid from previous Distribution Dates, plus
      interest
      accrued thereon at the applicable Interest Rate (calculated without giving
      effect to the Pool 1 Available Funds Cap, Pool 2 Available Funds Cap or
      Subordinate Available Funds Cap, as applicable).

     

    Upper
      Tier REMIC:
      REMIC
      4.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

     

    VA
      Mortgage Loan:
      Not
      applicable.

     

    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 Certificates evidenced by
      a
      Certificate. 90% of all voting rights under this Agreement shall be allocated
      among all holders of the Group 1 Certificates (subject, in the case of the
      Class
      1-A5 Certificates, to Section 5.03 hereof) and the LIBOR Certificates, in
      proportion to their then outstanding Class Principal Balances; 4% of all voting
      rights shall be allocated to the holders of the Class X Certificates; and 6%
      of
      all voting rights shall be allocated to the holders of the Class RL
      Certificates. The Class A-IO, Class P and Class R Certificates shall not have
      voting rights.

     

    Section
      1.02.   Provisions
      of General Application.

     

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

     

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

     

    (ii)  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.

     

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

     

    (iv)  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.

     

    (v)  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.

     

    (vi)  Except
      with respect to accrued interest on the LIBOR Certificates 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.

     

    (b)  This
      Agreement is a “declaration of trust” for purposes of FHA
      Regulations.

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II

     

    TRANSFER
      OF ASSETS

     

    Section
      2.01.   Conveyance
      of Mortgage Loans.

     

    On
      the
      Closing Date, the Depositor, in exchange for the delivery to the Depositor
      or
      its designee(s) of the Certificates, 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 Trustee, without recourse (except to the extent
      specified herein), all right, title and interest of the Depositor in, to and
      under the assets constituting the Trust Fund.

     

    In
      connection with such transfer and assignment, the Depositor does hereby also
      irrevocably transfer, assign, set over and otherwise convey to the Trustee
      all
      of the Depositor’s rights, but none of its obligations, under the Purchase
      Agreement (other than its rights to indemnification thereunder), the Servicing
      Agreements, the BFPT II Assignment Agreement, the Assignment Agreements and
      the
      Diligence Agreement. The Trustee hereby accepts such transfer and assignment
      of
      rights under such agreements, and, subject to the provisions hereof, 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 Trustee for the benefit of Certificateholders the
      following documents or instruments with respect to each Mortgage Loan (a
“Mortgage File”) so transferred and assigned:

     

    (i)  (A)
      the
      original Mortgage Note, endorsed in the following form: “Pay to the order of
      U.S. Bank National Association, as Trustee (Bayview), 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 Trustee or
      (B)
      an original or copy of the installment sale contract for the purchase of the
      related Mortgaged Property;

     

    (ii)  with
      respect to each Mortgage Loan, (A) the original Mortgage or copy of the Mortgage
      with evidence of recording thereon (or, in the case of a Mortgage for which
      the
      related Mortgaged Property is located in the Commonwealth of Puerto Rico, a
      true
      copy of the Mortgage certified as such by the applicable notary) 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;

     

    (iii)  with
      respect to each Non-MERS Mortgage Loan,
      an
      original Assignment of the Mortgage executed in the following form: “U.S. Bank
      National Association, as Trustee (Bayview),” or in blank;

     

    (iv)  with
      respect to each Non-MERS Mortgage Loan, the original Assignment or Assignments
      of the Mortgage and if such Assignment of Mortgage is not executed in blank,
      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
      Trustee as contemplated by the immediately preceding clause (iii), or, in the
      case of a Cooperative Loan, an original Assignment of the Security Agreement;
      provided,
      however,
      that
      such Assignment or Assignments of Mortgage need not be delivered in the case
      of
      a Mortgage for which the related Mortgaged Property is located in the
      Commonwealth of Puerto Rico;

     

    
      
        
        

      

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

     

    (vi)  with
      respect to each Mortgage Loan other than a Cooperative Loan, the original
      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;

     

    (vii)  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;

     

    (viii)  with
      respect to each Mortgage Loan insured by the FHA, the original or a copy of
      the
      Mortgage Loan Certificate, and as to any 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 

     

    (ix)  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
      Trustee.

     

    With
      respect to each Mortgage Loan other than a MERS Mortgage Loan, the Depositor
      shall either (i) deliver an Opinion of Counsel (which must be independent
      counsel) acceptable to the Trustee and the Rating Agencies, to the effect that
      recording in related jurisdiction is not required to protect the Trustee’s
      interest in the related Mortgage Loan or (ii) promptly (and in no event later
      than 30 Business Days following the Closing Date) submit or cause to be
      submitted for recording, at the Depositor’s own expense, in the appropriate
      public office, each Assignment referred to in Sections 2.01(iii) or (iv) 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.

     

    
      
        
        

      

      
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    With
      respect to each MERS Mortgage Loan, the 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 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.

     

    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 Trustee in accordance with this
      Agreement for the benefit of the Certificateholders 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
      Trustee and (b) the code in the field “Pool Field” which identifies the series
      of the Certificates issued. The Depositor further agrees that, within 30
      Business Days after the Closing Date, it will provide evidence satisfactory to
      the 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(i)(A) cannot be located,
      the
      obligation of the Depositor to deliver such documents shall be deemed to be
      satisfied upon delivery to the Trustee of an original affidavit certifying
      that
      the original Mortgage Note has been lost, misplaced or destroyed. If any of
      the
      documents referred to in Section 2.01(i)(B) or Section 2.01(iii) above has
      as of
      the Closing 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 Trustee 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 Trustee 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 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. If
      the
      original lender’s title insurance policy was not delivered pursuant to Section
      2.01(vi) above, the Depositor shall deliver or cause to be delivered to the
      Trustee, promptly after receipt thereof, the original lender’s title insurance
      policy. The Depositor shall deliver or cause to be delivered to the Trustee
      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.

     

    All
      original documents relating to the Mortgage Loans that are not delivered to
      the
      Trustee 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 Trustee on behalf of the Certificateholders. 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 Trustee.
      Any such original docume

    nt
      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.

    
      
        
        

      

      
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    The
      Depositor shall cooperate with the Trustee in providing any required transfer
      documentation with respect to such conveyance. Any payment received by the
      Depositor that shall be due to the Trust Fund hereunder shall be paid
      immediately to the Trustee.

     

    In
      addition, the Depositor herewith delivers to the Trustee an executed copy of
      the
      Purchase Agreement, the BFPT II Assignment Agreement, the Assignment Agreements
      and the Diligence Agreement.

     

    Section
      2.02.   Acceptance
      and Acknowledgement by Trustee.

     

    Subject
      to the provisions of Section 2.01, the Trustee acknowledges receipt of the
      assets transferred by the Depositor to be included in the Trust Fund and has
      directed that the documents referred to in Section 2.01 and all other assets
      included in the definition of “Trust Fund” be delivered to the
      Trustee.

     

    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 Trustee acknowledges receipt by it of the documents referred to
      in
      Section 2.01 (other than such documents described in Section 2.01(v)), the
      Cap
      Agreement and all other assets included in the definition of “Trust Fund,” and
      declares that it holds and will hold 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 Fund”
from time to time in
      trust
      for the benefit of all present and future Certificateholders.

     

    At
      or
      prior to the Closing Date, the Trustee 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
      Trustee agrees, for the benefit of the Certificateholders, to review each
      Mortgage File within 45 days after the Closing Date (or, with respect to any
      document delivered after the Closing Date, within 45 days of receipt and with
      respect to any Qualified Substitute Mortgage Loan, within 45 days after the
      assignment thereof) and 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, the
      Trustee is not 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 Trustee makes no representation or warranty regarding
      collectibility, insurability, effectiveness or suitability of any Mortgage
      Loan.

     

    
      
        
        

      

      
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    Prior
      to
      the first anniversary date of this Agreement, the Trustee 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 Trustee 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 Trustee shall so
      notify the Depositor. In addition, upon the discovery by the Trustee, the
      Depositor or the Master Servicer (or upon receipt by the Trustee of written
      notification of such breach) of a breach of any of the representations and
      warranties made by the Seller in the related Revolving Purchase Agreement in
      respect of any Re-sold Mortgage Loan or 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
      Certificateholders in such Mortgage Loan, the party discovering such breach
      shall give prompt written notice to the other parties.

     

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

     

    (a)  Pursuant
      to the Purchase Agreement, the Seller has made certain representations and
      warranties as to the characteristics of the Mortgage Loans as of the Closing
      Date, including representations and warranties that no Mortgage Loan is a
“high-cost home loan” as defined under any local,
      state, or federal laws,
      and the
      Seller, the Depositor and the Trustee intend that the Mortgage Loans (including
      any Qualified Substitute Mortgage Loans) included in the Trust Fund satisfy
      such
      representations and warranties. Upon
      discovery or receipt of notice of (i) any materially defective document in,
      or
      that a document is missing from, a Mortgage File, (ii) the breach by the Seller
      of the representation set forth in Section 6(j) of the Purchase Agreement or
      (iii) the breach by the Seller of any other representation, warranty or covenant
      under the related Revolving Purchase Agreement or the Diligence Agreement in
      respect of any Re-sold Mortgage Loan or the Purchase Agreement in respect of
      any
      Mortgage Loan that in the case of this clause (iii) materially and adversely
      affects the value of such Mortgage Loan or the interest therein of the
      Certificateholders, the 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 Trustee shall enforce the Seller’s obligation
      under the related Revolving Purchase Agreement or the Diligence Agreement or
      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 related Revolving Purchase Agreement, the Diligence Agreement
      or 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(i) or 2.01(ii)(A), to purchase such Mortgage Loan
      from
      the Trust Fund 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 Fund at the Purchase Price within 10 Business Days after
      receipt of notification from the Trustee that the absence of such document
      or
      defect with respect thereto has materially impaired the ability of the 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 related Revolving
      Purchase Agreement, the Diligence Agreement or the Purchase Agreement, as
      applicable. The Trustee shall also enforce the Seller’s indemnification
      obligations under the related Revolving Purchase Agreement, the Diligence
      Agreement or the Purchase Agreement, if applicable. The Purchase Price for
      the
      repurchased Mortgage Loan shall be deposited in the Collection Account and
      the
      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 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
      related Revolving Purchase Agreement, the Diligence Agreement or the Purchase
      Agreement, as applicable, the Seller may cause such Mortgage Loan to be removed
      from the Trust Fund (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 Trust Fund or the Trustee, shall constitute
      the
      sole remedy respecting such omission, defect or breach available to the Trustee
      on behalf of the Certificateholders.

     

    
      
        
        

      

      
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    In
      addition, if the Value of REO Property from Foreclosure Restricted Loans would
      equal or exceed 0.75% of the aggregate Principal Balance of the Mortgage Loans
      as of the end of any Due Period, the Seller, in accordance with the Purchase
      Agreement, shall purchase at fair market value on or prior to the related
      Distribution Date sufficient REO Property related to Foreclosure Restricted
      Loans or Foreclosure Restricted Loans which are in default to cause the Trustee
      to hold REO Property related to Foreclosure Restricted Loans with a Value of
      less than 0.75% of the aggregate Principal Balance of the Mortgage Loans and
      such proceeds shall be treated as received during the related Prepayment Period.
      For purposes of this paragraph, the “Value” of REO Property related to a
      Foreclosure Restricted Loan shall be treated as equal to the Principal Balance
      of the related Foreclosure Restricted Loan plus
      interest
      that had accrued on such Mortgage Loan as of the date of acquisition of the
      REO
      Property by the Trustee. The Trustee shall enforce the Seller’s obligations
      under this paragraph in accordance with the provision of the preceding paragraph
      of this Section with respect to breaches of representations and
      warranties.

     

    In
      the
      event that the purchase of a Foreclosure Restricted Loan cannot be effected
      prior to the acquisition of title to (or beneficial ownership interest in)
      the
      related REO Property and the acquisition of such title (or such beneficial
      ownership interest) would cause the limit described in the preceding paragraph
      to be exceeded, the Seller’s purchase of the related REO Property shall be
      deemed to have occurred on the date of (and immediately prior to) such
      acquisition of title or beneficial ownership interest and the fair market value
      for such Foreclosure Restricted Loan (which shall be computed as of such date)
      shall be paid by the Seller promptly upon notice from the Trustee that such
      title or beneficial ownership interest has been acquired.

     

    The
      Seller shall have the right, and the obligation, to repurchase Mortgage Loans
      from the Trust Fund to the limited extent provided in Section 7 of the Purchase
      Agreement or the Revolving Purchase Agreements, as applicable, and in this
      Section. Any repurchase of a Mortgage Loan by the Seller pursuant to Section
      7
      of the Purchase Agreement or a Revolving Purchase Agreement shall be effected
      in
      accordance with the provisions of this Section.

     

    The
      Seller shall have the option, but not the obligation, to substitute a Qualified
      Substitute Mortgage Loan for a Removable Mortgage Loan in the manner and subject
      to the limitations set forth in Section 2.03(d). The Seller’s option shall be
      exercisable on the date that such Mortgage Loan becomes 30 days delinquent,
      provided
      that no
      such substitution of a Removable Mortgage Loan shall be made after December
      31,
      2006. If the Seller exercises such option with respect to any Removable Mortgage
      Loan, such Mortgage Loan shall be removed from the Trust Fund (in which case
      it
      shall become a Deleted Mortgage Loan). Without regard to whether the related
      Mortgagor subsequently makes a late Monthly Payment, the Seller shall retain
      its
      right to exercise the option described above.

     

    (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 3.03 with respect to any Mortgage Loan, which materially and
      adversely affects the value of such Mortgage Loan or the interest therein of
      the
      Certificateholders, and that does not also constitute a breach of a
      representation or warranty of the Seller in the related Revolving Purchase
      Agreement, the Depositor shall (i) cure such breach in all material respects,
      (ii) repurchase the Mortgage Loan from the Trustee at the Purchase Price or
      (iii) remove such Mortgage Loan from the Trust Fund (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 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 Certificateholders in any Mortgage Loan, the Master
      Servicer shall cure such breach in all material respects.

     

    
      
        
        

      

      
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    (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 that is two
      years after the Closing Date, unless the Seller delivers to the Trustee an
      Opinion of Counsel, which Opinion of Counsel shall not be at the expense of
      either the Trustee or the Trust Fund, addressed to the Trustee, to the effect
      that such substitution will not result in an Adverse REMIC Event.

     

    With
      respect 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 Trustee in exchange for such Qualified Substitute Mortgage
      Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the 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 Trustee 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 Trustee 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 part of the Trust
      Fund and will be retained by the Depositor or the Seller, as the case may be.
      For the Due Period of substitution, distributions to Certificateholders 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 Trustee 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 Trustee 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 related Revolving Purchase Agreement if such Qualified
      Substitute Mortgage Loan will replace a Re-sold Mortgage Loan or 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 or the related Revolving Purchase
      Agreement, as applicable, 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 Trustee the representations
      and warranties made by the Seller with respect to such Qualified Substitute
      Mortgage Loan.

     

    
      
        
        

      

      
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    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 Trustee, 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 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.

     

    Notwithstanding
      anything to the contrary set forth in this Agreement, upon discovery by the
      Depositor, the Master Servicer or the Trustee that any Mortgage Loan does not
      constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of
      the Code, the party discovering such fact shall promptly (and in any event
      within five (5) Business Days of discovery) give written notice thereof to
      the
      other parties. In connection therewith, the Trustee shall require the Seller,
      at
      the Seller’s option, to either (i) substitute, if the conditions in Section
      2.03(d) with respect to substitutions are satisfied, a Qualified Substitute
      Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected
      Mortgage Loan within 90 days of such discovery in the same manner as it would
      a
      Mortgage Loan for a breach of representation or warranty made pursuant to this
      Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to
      be
      released pursuant hereto in the same manner, and on the same terms and
      conditions, as it would a Mortgage Loan repurchased for breach of a
      representation or warranty contained in this Section 2.03.

     

    Section
      2.04.   Grant
      of Security Interest; Intended Characterization.

     

    (a)  It
      is
      intended that the conveyance by the Depositor to the Trustee of the Mortgage
      Loans and other assets in the Trust Fund, as provided for in Section 2.01,
      be
      construed as a sale by the Depositor to the Trustee of such assets for the
      benefit of the Certificateholders. Further, it is not intended that any such
      conveyance be deemed to be a pledge of the Mortgage Loans by the Depositor
      to
      the Trustee to secure a debt or other obligation of the Depositor. However,
      in
      the event that the Mortgage Loans 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 Mortgage Loans and other assets in the Trust Fund and the Supplemental
      Interest Trust, 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 Trustee 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) the Cap
      Agreement, (E) all Holdback Amounts, (F) 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, whether
      in
      the form of cash, instruments, securities or other property and (G) the
      Supplemental Interest Trust and all proceeds of any and all property
      constituting the Supplemental Interest Trust and (2) an assignment by the
      Depositor to the Trustee 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) and (G)
      (such
      security interest being, to the extent of the assets that constitute the
      Supplemental Interest Trust, pari
      passu
      with the
      security interest as provided in clause (c) below; (c) the Swap Counterparty
      shall be deemed, during the term of the Swap Agreement and while the Swap
      Agreement is the property of the Trustee, to have a security interest in all
      of
      the assets that constitute the Supplemental Interest Trust, but only to the
      extent of such Swap Counterparty’s right to payment under the Swap Agreement
      (such security interest being pari
      passu
      with the
      security interest as provided in clause (b) above); (c) the possession by the
      Trustee or any agent of the Trustee, on behalf of Certificateholders, of
      Mortgage Notes 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 Trustee on behalf of Certificateholders for the purpose of perfecting
      such security interest under applicable law.

     

    
      
        
        

      

      
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    (b)  The
      Depositor and, at the Depositor’s direction, the Trustee on behalf of
      Certificateholders 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 Mortgage Loans 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 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 Trustee’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 Trustee, (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.

     

    The
      Depositor shall not organize under the law of any jurisdiction other than the
      State under which it 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 Trustee. Before effecting such change, the
      Depositor 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 Trustee,
      in
      the Mortgage Loans. In connection with the transactions contemplated by the
      Basic Documents, the Depositor authorizes its immediate or mediate transferee,
      including the 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).

     

    
      
        
        

      

      
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    (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 Fund and shall
      indicate or shall cause to be indicated in its records and records held on
      its
      behalf that ownership of each Mortgage Loan and the other property of the Trust
      Fund is held by the Trustee on behalf of Certificateholders. In addition, the
      Depositor shall respond to any inquiries from third parties with respect to
      ownership of a Mortgage Loan or any other property of the Trust Fund by stating
      that it is not the owner of such Mortgage Loan and that ownership of such
      Mortgage Loan or other property of the Trust Fund is held by the Trustee on
      behalf of the Certificateholders.

     

    Section
      2.05.   Transmission
      of Mortgage Files.

     

    Written
      instructions as to the method of shipment and shipper(s) the Trustee is directed
      to utilize in connection with transmission of files and loan documents in the
      performance of the Trustee’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 Trustee 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 Trustee shall be hereby authorized to use a nationally
      recognized courier service. 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 Trustee’s option, reimburse the Trustee for all costs and expenses incurred
      by the Trustee 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 Trustee have any liability for any losses or damages
      to any Person with respect to the Mortgage Files arising out of actions of
      the
      Trustee consistent with instructions of the Servicer (or if the related Mortgage
      Loan is being serviced directly by the Master Servicer, the Master
      Servicer).

     

    Section
      2.06.   REMIC
      Matters.

     

    (a)  The
      Preliminary Statement to this Agreement sets forth the designations and “latest
      possible maturity date” for federal income tax purposes of all interests in each
      of the REMICs created hereby. The “tax matters person” with respect to each
      REMIC hereunder shall be the Trustee and the Trustee shall hold the Tax Matters
      Person Certificate. Each REMIC’s fiscal year shall be the calendar
      year.

     

    
      
        
        

      

      
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    (b)  The
      Trustee shall treat each of the Reserve Fund and the Supplemental Interest
      Trust
      as an outside reserve fund within the meaning of Treasury Regulation Section
      1.860G-2(h) that is owned by the Class X Certificateholders and that is not
      an
      asset of any REMIC. For
      federal and state income tax purposes, the Class X Certificateholders shall
      be
      deemed to be the owners of each of the Reserve Fund and the Supplemental
      Interest Trust. Upon the termination of the Trust, all amounts remaining on
      deposit in each of the Reserve Fund and the Supplemental Interest Trust will
      be
      released from the lien of the Trust Fund and distributed to the Class X
      Certificateholders or their designees.

     

    (c)  The
      Trustee shall treat all withdrawals from the Reserve Fund in respect of Loss
      Amounts and Deferred Principal Amounts as payments made pursuant to a “credit
      enhancement contract” within the meaning of Treasury
      Regulation Section 1.860G-2(c) that is owned by REMIC 1.

     

    (d)  The
      Trustee shall treat the holders of the Group 1 Certificates, Class A-IO
      Certificates and the LIBOR Certificates as having entered into a notional
      principal contract with respect to the holders of the Class X Certificates.
      Pursuant to each such notional principal contract, all holders of Group 1
      Certificates, Class A-IO Certificates and the LIBOR Certificates will be treated
      as having agreed to pay, on each Distribution Date, to the holders of the Class
      X Certificates an aggregate amount equal to the excess, if any, of (i) the
      amount payable on the Interest in REMIC 4 corresponding to such Class of
      Certificates on such Distribution Date over (ii) the amount payable on such
      Class of Certificates on such Distribution Date (such excess, an “AFC
      Shortfall”). Further, the Trustee shall treat the Class X Certificateholders as
      having agreed to pay the Holders of the Group 1 Certificates, Class A-IO
      Certificates and the LIBOR Certificates any interest payments in excess of
      the
      interest payable on the Interest in REMIC 4 corresponding to such Class of
      Certificates. Finally, the Trustee shall treat the Class X Certificateholders
      as
      having agreed to pay to the Class A-IO Certificateholders the excess, if any,
      of
      the amount distributable on the Class A-IO Certificates over the amount payable
      on the corresponding REMIC interest in REMIC 4. Any
      payments to the Certificates in light of the foregoing shall not be payments
      with respect to a “regular interest” in a REMIC within the meaning of Code
      Section 860G(a)(1). However, any payment from the Group 1 Certificates,
Class
      A-IO Certificates
      or the
      LIBOR Certificates of an AFC Shortfall shall be treated for tax purposes as
      having been received by the holders of such Certificates in respect of their
      Interests in REMIC 4 and as having been paid by such holders to the Reserve
      Fund
      pursuant to the notional principal contract.

     

    (e)  Thus,
      each Group 1 Certificate and each LIBOR Certificate shall be treated as
      representing not only ownership of a regular interest in REMIC 4, but also
      rights and obligations with respect to a notional principal contract. For tax
      purposes, this notional principal contract will be deemed to have a value of
      $127,075.78 in respect of Class 1-A1 Certificates, a value of $142,984.76
      in
      respect of Class 1-A2 Certificates, a value of $87,395.71 in respect of Class
      1-A3 Certificates, a value of $159,558.74 in respect of Class 1-A4 Certificates,
      a value of $136,365.02 in
      respect of Class 1-A5 Certificates, a value of $94,051.02 in respect of Class
      2-A1 Certificates, a value of $102,932.89 in respect of Class 2-A2 Certificates,
      a value of $282,337.53 in respect of Class 2-A3 Certificates, a value of
      $479,611.02 in respect of Class 2-A4 Certificates, a value of $184,275.44 in
      respect of Class M-1 Certificates, a value of $52,326.24 in respect of Class
      M-2
      Certificates, a value of $89,806.66 in respect of Class M-3 Certificates, a
      value of $35,757.52 in respect of Class M-4 Certificates, a value of $34,587.51
      in respect of Class B-1 Certificates, a value of $29,047.48 in respect of Class
      B-2 Certificates and a value of $32,890.94 in respect of Class B-3
      Certificates.

     

    
      
        
        

      

      
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    (f)  Notwithstanding
      the priority and sources of payments set forth in Article VI hereof or
      otherwise, the Trustee shall account for all distributions on the Certificates
      as set forth in this section. In no event shall any payments provided for in
      this section be treated as payments
      with respect to a “regular interest” in a REMIC within the meaning of Code
      Section 860G(a)(1).

     

    (g)  Following
      the Closing Date, none of the Depositor, the Trustee or the Master Servicer
      shall accept any contributions of assets to any REMIC created hereunder unless
      the Depositor, the Trustee or the Master Servicer shall have received an Opinion
      of Counsel (at the expense of the party seeking to make such contribution)
      to
      the effect that the inclusion of such assets in a REMIC will not cause an
      Adverse REMIC Event.

     

    (h)  None
      of
      the Depositor, the Trustee or the Master Servicer shall enter into any
      arrangement by which a REMIC will receive a fee or other compensation for
      services nor permit such REMIC to receive any income from assets other than
      “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted
      investments” as defined in Section 860G(a)(5) of the Code.

     

    (i)  None
      of
      the Depositor, Trustee or the Master Servicer shall sell, dispose of or
      substitute for any of the Mortgage Loans (except in connection with (i) the
      default, imminent default or foreclosure of a Mortgage Loan, including but
      not
      limited to, the acquisition or sale of a Mortgaged Property acquired by deed
      in
      lieu of foreclosure, (ii) the termination of any REMIC created hereunder
      pursuant to Article X of this Agreement or (iii) a purchase of Mortgage Loans
      pursuant to Article II of this Agreement) nor acquire any assets for a REMIC,
      nor sell or dispose of any investments in the Collection Account or the
      Certificate Account for gain to the extent such action would result in a tax
      under Section 860F(a)(2) nor accept any contributions to a REMIC after the
      Closing Date (a) unless it has received an Opinion of Counsel that such sale,
      disposition, substitution or acquisition will not affect adversely the status
      of
      any REMIC created hereunder as a REMIC or (b) unless the Master Servicer has
      determined in its sole discretion to indemnify the Trust Fund against any
      resulting tax.

     

    (j)  The
      Trustee and each beneficial owner of a Class A-IO Certificate, by its
      acquisition thereof, agree to treat any Class A-IO Termination Amount paid
      to
      such beneficial owner as a payment made pursuant to a contract for the transfer
      of such Class A-IO Certificate in connection with the termination of the Trust
      Fund and to treat such payment as having been made by the purchaser of the
      assets of the Trust Fund. For federal income tax purposes, this contract will
      be
      deemed to have a value of $5,000.
      No
      Class A-IO Termination Amount will be treated as having been made by any REMIC
      created hereby, and no Class A-IO Termination Amount will be treated as an
      amount paid on a REMIC regular interest. 

     

    
      
        
        

      

      
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    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
      and
      the Trustee for their own benefit and for the benefit of the Holders of the
      Certificates that, as of the Closing Date:

     

    (i)        
      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.

     

    (ii)       
      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.

     

    (iii)  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).

     

    (iv)  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.

     

    (v)  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.

     

    
      
        
        

      

      
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    (vi)  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.

     

    (vii)  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.

     

    (viii)   
      The
      Master Servicer, or an Affiliate thereof the primary business of which is the
      servicing of conventional residential mortgage loans, is a Fannie Mae and
      Freddie Mac approved seller/servicer, an 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
      Fannie Mae, Freddie Mac FHA or VA eligibility requirements or which would
      require notification to any of Fannie Mae, Freddie Mac, FHA or VA.

     

    (ix)  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 Certificateholders 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 and the Trustee
      for their own benefit and for the benefit of the Holders of the Certificates
      that as of the Closing 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.

     

    
      
        
        

      

      
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    (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 company 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 certificate of formation or limited liability company
      agreement 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.

     

    
      
        
        

      

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

     

    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 and the Trustee
      for their own benefit and for the benefit of the Holders of the Certificates
      that as of the Closing 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
      Trustee;

     

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

     

    (v)  The
      Depositor has received a written acknowledgement from the Trustee that the
      Trustee is holding the Mortgage Notes solely on behalf and for the benefit
      of
      the Certificateholders;

     

    (vi)  Other
      than the transfer to the Trustee 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 Trustee hereunder or that
      has been terminated. The Depositor is not aware of any judgment or tax lien
      filings against the Depositor; and

     

    
      
        
        

      

      
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    (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 Trustee
      on
      behalf of Certificateholders.

     

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

     

    ARTICLE
      IV  

     

    ADMINISTRATION
      AND MASTER 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, the processing of any FHA or VA claims and the
      activities of any subservicers (“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 Non-Monthly Mortgage Loans, (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 or (iii) any Additional Collateral or any limited purpose surety bond
      relating thereto, including, without limitation, the collection of any amounts
      owing to the Trust Fund in respect thereof (unless and until the Master Servicer
      shall have assumed the obligations of such Servicer as successor servicer under
      the related Servicing Agreement, in which case, as successor servicer, it shall
      be bound to serve and administer the Additional Collateral and any related
      limited purpose surety bond in accordance with the provisions of such Servicing
      Agreement). 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.

     

    
      
        
        

      

      
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    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
      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 and the Trustee thereof and, absent
      instructions to the contrary from the 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.

     

    Each
      Servicing Agreement shall include provisions to the effect that no modification,
      waiver or variance of the terms of a Mortgage Loan will (a) change the Mortgage
      Rate on any Mortgage Loan, (b) defer or forgive the payment of principal or
      interest of any Mortgage Loan, (c) reduce or increase the outstanding principal
      balance of the Mortgage Loan (except for actual payments of principal) or (d)
      change the final maturity date of any Mortgage Loan, unless the Servicer has
      determined, after consultation with its counsel, that such a modification would
      not be treated as a “substantial modification” that would cause a deemed
      exchange under Section 1001(a) of the Code or applicable temporary or final
      regulations thereunder at any time when the Mortgage Loan is held by any REMIC
      created pursuant to this Agreement, unless such Mortgage Loan is in default
      or
      default is reasonably foreseeable.

     

    Reconciliations
      for each Custodial Account shall be prepared by the applicable Servicer within
      the number of days following the bank statement cutoff date that is specified
      in
      the applicable Servicing Agreement or, if no such number of days is specified,
      then as provided in Item 1122(d) of Regulation AB.

     

    
      
        
        

      

      
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    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
      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.

     

    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 Certificateholders and
      the 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 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
      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
      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 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 Trustee or that the 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 Trustee, the Master Servicer shall join with the Trustee
      in
      the appointment of a co-trustee pursuant to Section 9.08 of this Agreement.
      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 Trustee, be deemed to be the agent of the
      Trustee.

     

    
      
        
        

      

      
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    (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 Trustee and the Certificateholders,
      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.

     

    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.

     

    In
      the
      event that the rights and obligations of the Servicer with respect to any
      Mortgage Loan listed on Schedule I-G hereto are terminated as provided in this
      Section, the Master Servicer shall, to the extent consistent with this Agreement
      and the applicable Servicing Agreement, appoint M&T Mortgage as successor
      Servicer.

     

    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 Fund, the Seller
      shall immediately notify the Master Servicer and transfer such amounts to the
      Collection Account by wire transfer of immediately available funds.

     

    
      
        
        

      

      
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    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 “U.S. Bank National
      Association, as trustee, in trust for the benefit of the Holders of Bayview
      Financial Mortgage Pass-Through Trust 2006-D Mortgage Pass-Through Certificates,
      Series 2006-D.” The Collection Account shall relate solely to the Certificates
      issued by the Trustee 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 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 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 Trustee for deposit into the Certificate Distribution
      Account.

     

    (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 Trustee and such Collection Account is maintained with
      the
      Trustee, then such Eligible Investment shall mature not later than such
      applicable Distribution 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 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 Fund.
      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
      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 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.

     

    
      
        
        

      

      
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    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
      make
      distributions of the Retained Interest to any Retained Interest Holder on each
      Distribution Date, to the extent not previously made by the applicable
      Servicer;

     

    (iii)  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;

     

    (iv)  to
      reimburse itself or any Servicer for previously Outstanding Advances made by
      it
      or by such Servicer (or by a subservicer) 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 Certificateholders;

     

    (v)  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
      Certificateholders;

     

    (vi)  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 Certificateholders;

     

    
      
        
        

      

      
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    (vii)  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 Distribution Date and any unpaid Master Servicing Fees for prior
      Distribution Dates from any Mortgagor payment as to interest or such other
      recovery with respect to that Mortgage Loan, as is permitted by this
      Agreement;

     

    (viii)  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; 

     

    (ix)  to
      reimburse the Trustee and the Securities Intermediary for the following: (a)
      to
      the Trustee, all reasonable ordinary out-of-pocket expenses incurred or made
      by
      it under this Agreement, including costs of collection and the reasonable
      compensation and expenses, disbursements and advances of the Trustee’s agents,
      counsel, accountants and experts, in each case, subject to the limitation set
      forth in Section 9.10, (b) to the Trustee, any indemnification amount
      reimbursable to the Trustee pursuant to Section 9.05 and (c) to the Securities
      Intermediary, expenses and indemnities reimbursable under Section 6.02 of this
      Agreement.

     

    (x)  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 Trustee or a
      Successor Master Servicer appointed by the 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 Trustee thereto shall be prior
      to
      the rights of the Certificateholders;

     

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

     

    (xii)  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 Certificateholders as of the date on which the related
      Principal Balance or Purchase Price is determined;

     

    (xiii)  to
      reimburse any Servicer for such amounts as are due thereto from the Trust Fund
      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 Fund or the Trustee expressly provided for in the
      Servicing Agreement;

     

    
      
        
        

      

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

     

    (xv)  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
      Certificates for the relevant Accrual Period, in the absence of manifest error,
      shall 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, subject to
      Section 4.06, 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 Trustee
      and the Seller of the Master Servicer’s 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 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.

     

    (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.

     

    
      
        
        

      

      
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    (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
      Certificateholders.

     

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

     

    Any
      Servicing Agreement (or subservicing 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 Trustee is assigned rights thereunder or made
      third-party beneficiaries thereof, the 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) or subservicing agreement.

     

    Section
      4.13.   Assumption
      by 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 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. Until such Successor Master Servicer is appointed, the
      Trustee shall assume all of the rights and obligations of the Master Servicer
      hereunder (including the right to receive the Master Servicing Fee hereunder)
      in
      accordance with Section 4.17(a); provided,
      however,
      the
      Trustee shall not be required to make any of the representations or warranties
      in Section 3.01 hereof. The Trustee, its designee or any Successor Master
      Servicer appointed by the Trustee shall be deemed to have assumed all of the
      Master Servicer’s interest herein.

     

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

     

    
      
        
        

      

      
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    (b)  In
      the
      event the Master Servicer is terminated, the Master Servicer shall,
      (i) upon request of the 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
      enforce the obligation of the Servicers to approve a request from a Mortgager
      for the sale, assignment or other transfer of a Mortgaged Property in accordance
      with the applicable Servicing Agreement, provided
      that
      each such Servicer has received sixty (60) days’ prior written notice of the
      proposed transfer, no event of default under the related loan documents has
      occurred and is continuing, and the following criteria are satisfied, each
      as
      specified in the applicable Servicing Agreement: 

     

    (i)         the
      current borrower shall pay any and all fees and out of pocket costs incurred
      in
      connection with the transfer of the Mortgaged Property (including without
      limitation counsel fees and disbursements and all recording fees, title
      insurance premiums and mortgage and intangible taxes);

     

    (ii)  if
      applicable, the proposed transferee or its principals shall have demonstrated
      expertise in owning and operating properties similar in location, size and
      operation to the Mortgaged Property, which expertise shall be determined by
      the
      Servicer, in the Servicer’s sole discretion; 

     

    (iii)  the
      proposed transferee and its principals shall, as of the date of such transfer,
      have an aggregate net worth and liquidity acceptable to the Servicer, in the
      Servicer’s sole discretion; 

     

    (iv)  the
      proposed transferee shall assume all of the obligations of the current borrower
      under the related loan documents in all respects, including without limitation
      by entering into an assumption agreement in form and substance satisfactory
      to
      the Servicer (in the Servicer’s sole discretion) and, if applicable, shall
      execute in favor of the Trust a guaranty and an affidavit and indemnity of
      borrower and guarantor regarding hazardous and toxic materials;

     

    
      
        
        

      

      
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    (v)  no
      event
      of default under the related loan documents, or other event which, with the
      giving of notice, passage of time or both would constitute an event of default
      under the related loan documents, shall otherwise occur as a result of such
      transfer, and the proposed transferee and its principals shall deliver (A)
      all
      organization documentation requested by the Servicer, which shall be
      satisfactory to the Servicer (in the Servicer’s sole discretion) and (B) all
      certificates, agreements and covenant required by the Servicer; and

     

    (vi)  
      the
      current borrower shall deliver, at its sole cost and expense, an endorsement
      to
      the existing title policy insuring the security instrument, as modified by
      the
      assumption agreement, as a valid first lien on the Mortgaged Property and naming
      the proposed transferee as owner of the Mortgaged Property, which endorsement
      shall insure that, as of the date of the recording of the assumption agreement
      the Mortgaged Property shall not be subject to any additional exceptions or
      liens other than those contained in the title policy issued in conjunction
      with
      the related loan documents. 

     

    (b)  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.

     

    (c)  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 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.

     

    (d)  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 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.

     

    
      
        
        

      

      
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    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 Certificateholders on the
      next
      Distribution Date, the Servicer will, if required under the applicable Servicing
      Agreement, promptly notify the Trustee 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 Trustee to deliver to the applicable
      Servicer the related Mortgage File. Upon receipt of such certification and
      request, the Trustee shall promptly release the related Mortgage File to the
      applicable Servicer and the Trustee 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 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.

     

    (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 Trustee shall execute such documents as shall be prepared and
      furnished to the Trustee by a Servicer or the Master Servicer (in form
      reasonably acceptable to the Trustee) and as are necessary to the prosecution
      of
      any such proceedings. The Trustee shall, upon the request of a Servicer or
      the
      Master Servicer, and delivery to the 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 Trustee 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 Trustee to the Servicer or the Master Servicer.

     

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

     

    (a)  The
      Master Servicer shall transmit and each Servicer (to the extent required by
      the
      related Servicing Agreement) shall transmit to the 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 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 Trustee and the
      Certificateholders, 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 Trustee
      and
      the Depositor, their agents and accountants at any time upon reasonable request
      and during normal business hours, and to Certificateholders 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.

     

    
      
        
        

      

      
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    (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 Trustee
      and the Certificateholders and shall be and remain the sole and exclusive
      property of the Trust Fund; 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.

     

    (c)  The
      Master Servicer hereby acknowledges that concurrently with the execution of
      this
      Agreement, the 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 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 Trustee as the Trustee’s agent and bailee for
      purposes of perfecting the 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 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.

     

    
      
        
        

      

      
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    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 from the Servicers 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 Trustee for deposit
      in
      the Certificate 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
      clause (v) below) 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 Certificates, and which continues unremedied for 30 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
      Trustee or the Certificateholders who, in the aggregate, hold Certificates
      evidencing Voting Rights of 10% or more; or

     

    (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

     

    
      
        
        

      

      
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    (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 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 Trustee and the Depositor with an Officer’s Certificate of the
      Master Servicer to such effect);

     

    then
      the
      Trustee at the direction of the Required Certificateholders 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 and the Trustee’s assumption all of the Master Servicer’s rights,
      duties and obligations hereunder 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 90 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 30 days of the notice of the proceeding and (D) the subsequent withdrawal
      by the Master Servicer of its motion to dismiss such proceeding.

     

    If
      an
      Event of Master Servicer Default occurs and is continuing and if a Responsible
      Officer of the Trustee has actual knowledge or has received notice thereof,
      the
      Trustee shall give prompt written notice of thereof to the Depositor, the Master
      Servicer, the Rating Agencies, the Swap Counterparty and each
      Certificateholder.

     

    (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 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
      Trustee, the Depositor, the Rating Agencies and the
      Certificateholders.

     

    
      
        
        

      

      
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    (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 Trustee does not appoint a
      Successor Master Servicer in accordance with Section 4.13 hereof, then the
      Trustee shall become the Successor Master Servicer. The Trustee shall be
      entitled to reimbursement from the predecessor Master Servicer for the costs
      and
      expenses of the 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 Trustee, as Successor Master Servicer, each due to an Event
      of
      Master Servicer Default. To the extent that such costs and expenses of the
      Trustee are not fully and timely reimbursed by the predecessor Master Servicer,
      the 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 Distribution 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.

     

    (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.

     

    
      
        
        

      

      
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    Section
      4.18.   Cross-Collateralized
      Mortgage Loans.

     

    The
      Master Servicer shall administer any Cross-Collateralized Mortgage Loans that
      are cross-collateralized with each other in accordance with this Agreement,
      as a
      single Mortgage Loan.

    


    All
      amounts collected in respect of any related Cross-Collateralized Mortgage Loans
      shall be applied between or among such Mortgage Loans in accordance with the
      express provisions of the related loan documents or, in the absence of such
      express provisions, on a pro
      rata
      basis in
      accordance with the respective amounts then due as to each of such Mortgage
      Loans.

    


    Notwithstanding
      anything to the contrary herein, the Master Servicer shall not waive any right
      that it has, or grant any consent it is otherwise entitled to withhold, under
      any related due-on-sale clause governing the transfer of any Mortgaged Property
      that secures Cross-Collateralized Mortgage Loans unless all of the Mortgaged
      Properties securing such Cross-Collateralized Mortgage Loans are transferred
      simultaneously to the same transferee.

    


    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 Certificateholders 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 Trustee and the Certificateholders 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 Trustee and the Certificateholders, 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.   Trustee
      To Retain Possession of Certain Insurance Policies and Documents.

     

    The
      Trustee shall retain possession and custody of the originals of the Primary
      Mortgage Insurance Policies or certificates 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 Trustee 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 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 Trustee to pay the Master
      Servicing Fee to the Master Servicer by withdrawal from the Certificate
      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 Distribution Date shall be reduced as provided
      in
      Section 6.10.

     

    
      
        
        

      

      
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    Section
      4.25.   REO
      Property.

     

    (a)  In
      the
      event the Trustee acquires ownership of any REO Property in respect of any
      Mortgage Loan, the deed or certificate of sale shall be issued to the Trustee,
      or to its nominee, on behalf of the related Certificateholders. 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.

     

    Each
      Servicing Agreement shall include provisions to the effect that (i) the Servicer
      shall sell each REO Property in any event within three years after title has
      been taken to such REO Property and (ii) the Servicer shall not Directly Operate
      any REO Property, but shall employ an Independent Contractor to operate REO
      Property.

     

    (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 from the applicable Servicer and
      be
      remitted by wire transfer in immediately available funds to the Trustee for
      deposit into the Certificate 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 Boston, Massachusetts 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 Certificate
      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 Loan is a Non-Servicer Obligated Mortgage Loan, (ii) with
      respect to any such amount representing a Civil Relief Act Reduction, or (iii)
      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 Trustee no later than such Master Servicer Remittance Date
      for
      the related Distribution 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. Boston, Massachusetts time two Business Days prior to
      each
      Distribution Date, the Master Servicer shall deliver or cause to be delivered
      to
      the Trustee, the Seller and the Depositor 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 Distribution Date,
      (iv) the aggregate principal balance of all Foreclosure Restricted Loans that
      are subject to foreclosure proceedings in such month (to the extent such
      information is required to be reported and is reported by the Servicer to the
      Master Servicer) and (v) such other information as is necessary for the 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),
      (iv) and (v) above with respect to the assets of the Trust Fund 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 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; Annual Assessments of Compliance.

     

    (a)  The
      Master Servicer shall deliver or otherwise make available (and the Master
      Servicer shall cause any Additional Servicer engaged by it to deliver) to the
      Depositor and the Trustee on or before March 10 (with a 5 calendar day cure
      period) of each year, commencing in March 2007, an Officer’s Certificate
      stating, as to the signer thereof, that (i) a review of such party’s activities
      during the preceding calendar year or portion thereof and of such party’s
      performance under this Agreement, or such other applicable agreement in the
      case
      of an Additional Servicer, has been made under such officer’s supervision and
      (ii) to the best of such officer’s knowledge, based on such review, such party
      has fulfilled all of its obligations under this Agreement, or such other
      applicable agreement in the case of an Additional Servicer, in all material
      respects throughout such year or portion thereof, or, if there has been a
      failure to fulfill any such obligation in any material respect, specifying
      each
      such failure known to such officer and the nature and status thereof. Promptly
      after receipt of each such Officer’s Certificate, the Depositor shall review
      such Officer’s Certificate and, if applicable, consult with each such party, as
      applicable, as to the nature of any failures by such party, in the fulfillment
      of any of such party’s obligations hereunder, or in the case of an Additional
      Servicer, under such other applicable agreement.

     

    The
      Master Servicer shall enforce any obligation of a Servicer (and the applicable
      Servicing Agreement will provide that each Servicer shall enforce any
      obligations of an Additional Servicer engaged by such Servicer), to the extent
      set forth in the related Servicing Agreement (or, in the case of an Additional
      Servicer, such applicable agreement), to deliver to the Master Servicer an
      annual statement of compliance as may be required pursuant to the related
      Servicing Agreement (or, in the case of an Additional Servicer, such applicable
      agreement). The Master Servicer shall include such annual statements of
      compliance with its own annual statement of compliance to be submitted to the
      Depositor and the Trustee pursuant to this Section.

     

    (b)  On
      or
      before March 10 (with a 5 calendar day cure period) of each year that a Form
      10-K is required to be filed in respect of the Trust Fund, commencing in March
      2007, the Master Servicer and the Trustee, each at its own expense, shall
      furnish, and each such party shall cause any Servicing Function Participant
      engaged by it to furnish, each at its own expense, to the Depositor and to
      the
      Trustee (in the case of the Master Servicer) or the Master Servicer (in the
      case
      of the Trustee), a report on an assessment of compliance with the Relevant
      Servicing Criteria that contains (i) a statement by such party of its
      responsibility for assessing compliance with the Relevant Servicing Criteria,
      (ii) a statement that such party used the Servicing Criteria to assess
      compliance with the Relevant Servicing Criteria, (iii) such party’s assessment
      of compliance with the Relevant Servicing Criteria as of and for the fiscal
      year
      covered by the Form 10-K required to be filed pursuant to Section 4.31(c),
      including, if there has been any material instance of noncompliance with the
      Relevant Servicing Criteria, a discussion of each such failure and the nature
      and status thereof and (iv) a statement that a registered public accounting
      firm
      has issued an attestation report on such party’s assessment of compliance with
      the Relevant Servicing Criteria as of and for such period.

     

    
      
        
        

      

      
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    No
      later
      than the end of each fiscal year for the Trust Fund for which a Form 10-K is
      required to be filed, the Trustee shall forward to the Master Servicer the
      name
      of each Servicing Function Participant, if any, engaged by it and a description
      of what Relevant Servicing Criteria will be addressed in the report on
      assessment of compliance prepared by each such Servicing Function Participant.
      When the Trustee submits its assessment to the Master Servicer pursuant to
      this
      Section, the Trustee shall also at such time include the assessment (and
      attestation pursuant to Section 4.29) of each Servicing Function Participant,
      if
      any, engaged by it.

     

    Promptly
      after receipt of each such report on assessment of compliance, (i) the Depositor
      shall review each such report and, if applicable, consult with the Master
      Servicer, the Trustee and any Servicing Function Participant engaged by such
      parties as to the nature of any material instance of noncompliance with the
      Relevant Servicing Criteria by each such party and (ii) the Master Servicer
      shall confirm that the assessments, taken as a whole, address all of the
      Servicing Criteria and taken individually address the Relevant Servicing
      Criteria for each party as set forth on Exhibit P-1 hereto and on any similar
      exhibit set forth in a Servicing Agreement in respect of the applicable Servicer
      and notify the Depositor of any exceptions. 

     

    The
      Master Servicer shall enforce any obligation of a Servicer (and the applicable
      Servicing Agreement will provide that each Servicer shall enforce any
      obligations of an Additional Servicer or Servicing Function Participant engaged
      by such Servicer), to the extent set forth in the related Servicing Agreement
      (or, in the case of an Additional Servicer or Servicing Function Participant,
      such applicable agreement), to deliver to the Master Servicer an annual report
      on assessment of compliance as may be required pursuant to the related Servicing
      Agreement (or, in the case of an Additional Servicer or Servicing Function
      Participant, such applicable agreement). The Master Servicer shall include
      such
      annual report on assessment of compliance with its own assessment of compliance
      to be submitted to the Depositor and the Trustee pursuant to this
      Section.

     

    (c)  Unless
      otherwise made available on the Master Servicer’s internet website, copies of
      such statements shall be provided to any Certificateholder upon request, by
      the
      Master Servicer or by the 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 Trustee with such statement or (ii) the Trustee
      shall
      be unaware of the Master Servicer’s failure to provide such
      statement).

     

    
      
        
        

      

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

     

    On
      or
      before March 10 (with a 5 calendar day cure period) of each year that a Form
      10-K is required to be filed in respect of the Trust Fund, commencing in March
      2007, the Master Servicer and the Trustee, each at its own expense, shall cause,
      and each such party shall cause each Servicing Function Participant engaged
      by
      it to cause, each at its own expense, a registered public accounting firm (which
      may also render other services to the Master Servicer, the Trustee, or such
      other Servicing Function Participants, as the case may be) that is a member
      of
      the American Institute of Certified Public Accountants to furnish a report
      to
      the Depositor and the Trustee (and, in the case of any other Servicing Function
      Participant, to the Master Servicer), to the effect that (i) it has obtained
      a
      representation regarding certain matters from the management of such party,
      which includes an assertion that such party has complied with the Relevant
      Servicing Criteria and (ii) on the basis of an examination conducted by such
      firm in accordance with standards for attestation engagements issued or adopted
      by the PCAOB, it is expressing an opinion as to whether such party’s compliance
      with the Relevant Servicing Criteria was fairly stated in all material respects,
      or it cannot express an overall opinion regarding such party’s assessment of
      compliance with the Relevant Servicing Criteria. In the event that an overall
      opinion cannot be expressed, such registered public accounting firm shall state
      in such report why it was unable to express such an opinion. Such report must
      be
      available for general use and not contain restricted use language.

     

    Promptly
      after receipt of such report from the Master Servicer, the Trustee or any
      Servicing Function Participant engaged by such parties, (i) the Depositor shall
      review the report and, if applicable, consult with or cause the Master Servicer
      to consult with such parties as to the nature of any defaults by such parties
      in
      the fulfillment of any of each such party’s obligations hereunder or under any
      other applicable agreement and (ii) the Master Servicer shall confirm that
      each
      assessment submitted pursuant to Section 4.28(b) is coupled with an attestation
      meeting the requirements of this Section and shall notify the Depositor of
      any
      exceptions. 

     

    The
      Master Servicer shall enforce any obligation of a Servicer (and the applicable
      Servicing Agreement will provide that each Servicer shall enforce any
      obligations of an Additional Servicer engaged by such Servicer), to the extent
      set forth in the related Servicing Agreement (or, in the case of an Additional
      Servicer, such applicable agreement), to deliver to the Master Servicer an
      attestation as may be required pursuant to the related Servicing Agreement
      (or,
      in the case of an Additional Servicer, such applicable agreement). The Master
      Servicer shall include such attestation with its own attestation to be submitted
      to the Depositor and the Trustee pursuant to this Section.

     

    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 Fannie Mae, Freddie Mac, FHA and VA
      and
      shall have a net worth of not less than $15,000,000.

     

    
      
        
        

      

      
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    Section
      4.31.   Reports
      filed with the Commission.

     

    (a)  The
      Depositor shall prepare and file or cause to be prepared and filed the initial
      current report on Form 8-K. Thereafter, within four Business Days after the
      occurrence of an event requiring disclosure in a current report on Form 8-K
      (each such event, a “Reportable Event”), and if requested by the Depositor, the
      Master Servicer shall prepare, sign on behalf of the Depositor and file with
      the
      Commission any Form 8-K, as required by the Exchange Act. Any disclosure or
      information related to a Reportable Event or that is otherwise required to
      be
      included on Form 8-K (“Form 8-K Disclosure Information”) shall be determined and
      prepared by and at the direction of the Depositor pursuant to the this Section
      4.31(a) and the Master Servicer shall have no duty or liability for any failure
      hereunder to determine or prepare any Form 8-K Disclosure Information or any
      Form 8-K, except as set forth in this Section 4.31(a).

     

    As
      set
      forth on Exhibit P-2 hereto,
      for so long as the Trust Fund is subject to the Exchange Act reporting
      requirements, no later than 12:00 noon New York City time on the second Business
      Day after the occurrence of a Reportable Event (i) the parties to the Bayview
      Financial Mortgage Pass-Through Trust 2006-D Mortgage Pass-Through Certificates,
      Series 2006-D transaction shall be required to provide to the Master Servicer
      and the Depositor, to the extent known by a responsible officer thereof, in
      form
      compatible with the Commission’s Electronic Data Gathering and Retrieval System
      (“EDGAR”), or in such other form as otherwise agreed upon by the Master Servicer
      and such party, the form and substance of any Form 8-K Disclosure Information,
      if applicable, together with an Additional Disclosure Notification in the form
      of Exhibit P-5 hereto (an “Additional Disclosure Notification”), and (ii) the
      Depositor shall approve, as to form and substance, or disapprove, as the case
      may be, the inclusion of the Form 8-K Disclosure Information in writing to
      the
      Master Servicer no later than the Business Day prior to the date specified
      below
      for the execution and filing of such Form 8-K. The Depositor shall be
      responsible for any reasonable fees and expenses assessed or incurred by the
      Master Servicer in connection with including any Form 8-K Disclosure Information
      on Form 8-K pursuant to this paragraph.

     

    No
      later
      than 12:00 noon New York City time on the fourth Business Day after the
      Reportable Event, a duly authorized representative of the Master Servicer shall
      sign and file with the Commission the Form 8-K. If a Form 8-K cannot be filed
      on
      time or if a previously filed Form 8-K needs to be amended, the Master Servicer
      shall follow the procedures set forth in Section 4.31(d). Promptly (but no
      later
      than one Business Day) after filing with the Commission, the Master Servicer
      shall make available on its internet website (located at www.ctslink.com)
      a final
      executed copy of each Form 8-K filed by the Master Servicer. The signing party
      at the Master Servicer can be contacted by e-mail at cts.sec.notifications@wellsfargo.com
      or by
      facsimile at (410) 715-2380. The parties to this Agreement acknowledge that
      the
      performance by the Master Servicer of its duties under this Section 4.31(a)
      related to the timely preparation, execution and filing of Form 8-K is
      contingent upon such parties strictly observing all applicable deadlines in
      the
      performance of their duties under this Section 4.31. The Master Servicer shall
      have no liability for any loss, expense, damage or claim arising out of or
      with
      respect to any failure to properly prepare, execute and/or timely file such
      Form
      8-K, where such failure results from the Master Servicer’s inability or failure
      to receive, on a timely basis, any information from any other party hereto
      needed to prepare, arrange for execution or file such Form 8-K, not resulting
      from its own negligence, bad faith or willful misconduct.

     

    
      
        
        

      

      
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    (b)  Within
      15
      days after each Distribution Date (subject to permitted extensions under the
      Exchange Act), the Master Servicer shall prepare, sign on behalf of the
      Depositor and file with the Commission any distribution report on Form 10-D
      required by the Exchange Act, in form and substance as required by the Exchange
      Act. The Master Servicer shall file each Form 10-D with a copy of the related
      monthly statement attached thereto. Any disclosure in addition to the monthly
      statement that is required to be included on Form 10-D (“Additional Form 10-D
      Disclosure”) shall be determined and prepared by and at the direction of the
      Depositor pursuant to this Section 4.31(b) and the Master Servicer shall have
      no
      duty or liability for any failure hereunder to determine or prepare any
      Additional Form 10-D Disclosure, except as set forth in this Section
      4.31(b).

     

    As
      set
      forth on Exhibit P-3 hereto, within 5 calendar days after the related
      Distribution Date, (i) the parties to the Bayview Financial Mortgage
      Pass-Through Trust 2006-D Mortgage Pass-Through Certificates, Series 2006-D
      transaction shall be required to provide to the Master Servicer and the
      Depositor, to the extent known by a responsible officer thereof, in
      EDGAR-compatible form, or in such other form as otherwise agreed upon by the
      Master Servicer and such party, the form and substance of any Additional Form
      10-D Disclosure, if applicable, together with an Additional Disclosure
      Notification and (ii) the Depositor will approve, as to form and substance,
      or
      disapprove, as the case may be, the inclusion of the Additional Form 10-D
      Disclosure on Form 10-D in writing to the Master Servicer no later than the
      Business Day prior to the date specified below for the execution and filing
      of
      such Form 10-D. The Depositor shall be responsible for any reasonable fees
      and
      expenses assessed or incurred by the Master Servicer in connection with
      including any Additional Form 10-D Disclosure on Form 10-D pursuant to this
      Section 4.31(b).

     

    No
      later
      than the 15th
      calendar
      day after the related Distribution Date, a duly-authorized representative of
      the
      Master Servicer shall sign and file the Form 10-D. If a Form 10-D cannot be
      filed on time or if a previously filed Form 10-D needs to be amended, the Master
      Servicer shall follow the procedures set forth in Section 4.31(d). Promptly
      (but
      no later than one Business Day) after filing with the Commission, the Master
      Servicer shall make available on its internet website (located at www.ctslink.com)
      a final
      executed copy of each Form 10-D filed by the Master Servicer. The signing party
      at the Master Servicer can be contacted by e-mail at cts.sec.notifications@wellsfargo.com
      or by
      facsimile at (410) 715-2380. Form 10-D requires the registrant to indicate
      (by
      checking “yes” or “no”) that it “(1) has filed all reports required to be filed
      by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
      for such shorter period that the registrant was required to file such reports),
      and (2) has been subject to such filing requirements for the past 90 days.” At
      the date of filing of each annual report on Form 10-D with respect to the Trust
      Fund, the Depositor shall be deemed to represent to the Master Servicer that
      as
      of such date the Depositor has filed all such required reports during the
      preceding 12 months and that it has been subject to such filing requirement
      for
      the past 90 days. The Depositor shall notify the Master Servicer in writing,
      no
      later than the fifth calendar day after the related Distribution Date with
      respect to the filing of a report on Form 10-D, if the answer to the questions
      referenced in the first sentence of this paragraph should be “no.” Absent such
      notification, the Master Servicer shall be entitled to rely on the above
      representations in preparing, executing and/or filing any such report. Each
      party to this Agreement acknowledges that the performance by the Master Servicer
      of its duties under this Section 4.31(b) related to the timely preparation,
      execution and filing of Form 10-D is contingent upon such parties strictly
      observing all applicable deadlines in the performance of their duties under
      this
      Section 4.31(b). The Master Servicer shall have no liability for any loss,
      expense, damage or claim arising out of or with respect to any failure to
      properly prepare, execute and/or timely file such Form 10-D, where such failure
      results from the Master Servicer’s inability or failure to receive, on a timely
      basis, any information from any other party hereto needed to prepare, arrange
      for execution or file such Form 10-D, not resulting from its own negligence,
      bad
      faith or willful misconduct.

     

    
      
        
        

      

      
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    (c)  Within
      90
      days (including the 90th
      day)
      after the end of each fiscal year of the Trust Fund or such earlier date as
      may
      be required by the Exchange Act (the “10-K Filing Deadline”) (it being
      understood that the fiscal year for the Trust Fund ends on December
      31st
      of each
      year), commencing in March 2007, the Master Servicer shall prepare and file
      on
      behalf of the Depositor an annual report on Form 10-K, in form and substance
      as
      required by the Exchange Act. Each such Form 10-K shall include the following
      items, in each case to the extent they have been delivered to the Master
      Servicer within the applicable time frames set forth in this Agreement and
      the
      related Servicing Agreement: (i) an annual compliance statement for each
      Servicer, each Additional Servicer, the Master Servicer and any Servicing
      Function Participant engaged by any such party (each, a “Reporting Servicer”) as
      described under Section 4.28(a), (ii)(A) the annual reports on assessment of
      compliance with servicing criteria for each Reporting Servicer, as provided
      in
      Section 4.28(b) and (B) if any Reporting Servicer’s report on assessment of
      compliance with servicing criteria described in Section 4.28(b) identifies
      any
      material instance of noncompliance, disclosure identifying such instance of
      noncompliance, or if any Reporting Servicer’s report on assessment of compliance
      with servicing criteria described in Section 4.28(a) is not included as an
      exhibit to such Form 10-K, disclosure that such report is not included and
      an
      explanation of why such report is not included, (iii)(A) the registered public
      accounting firm attestation report for each Reporting Servicer, as provided
      in
      Section 4.29 and (B) if any registered public accounting firm attestation report
      described in Section 4.29 identifies any material instance of noncompliance,
      disclosure identifying such instance of noncompliance, or if any such registered
      public accounting firm attestation report is not included as an exhibit to
      such
      Form 10-K, disclosure that such report is not included and an explanation of
      why
      such report is not included and (iv) a certification pursuant to Section 302
      of
      the Sarbanes-Oxley Act of 2002 (a “Sarbanes-Oxley Certification”) provided by or
      on behalf of the Depositor. Any disclosure or information in addition to the
      disclosure or information specified in items (i) through (iv) above that is
      required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall
      be determined and prepared by and at the direction of the Depositor and the
      Master Servicer shall have no duty or liability for any failure hereunder to
      determine or prepare any Additional Form 10-K Disclosure, except as set forth
      in
      this Section 4.31(c).

     

    As
      set
      forth on Exhibit P-4 hereto, no later than March 15 of each year that the Trust
      Fund is subject to Exchange Act reporting requirements, commencing in 2007,
      (i)
      the parties to the Bayview Financial Mortgage Pass-Through Trust 2006-D Mortgage
      Pass-Through Certificates, Series 2006-D transaction shall be required to
      provide to the Master Servicer and the Depositor, to the extent known by a
      responsible officer thereof, in EDGAR-compatible form, or in such other form
      as
      otherwise agreed upon by the Master Servicer and such party, the form and
      substance of any Additional Form 10-K Disclosure, if applicable, together with
      an Additional Disclosure Notification. The Depositor shall approve, as to form
      and substance, or disapprove, as the case may be, the inclusion of the
      Additional Form 10-K Disclosure on Form 10-K in writing to the Master Servicer
      no later than the Business Day prior to the date specified below for the
      execution and filing of such Form 10-K. The Depositor shall be responsible
      for
      any reasonable fees and expenses assessed or incurred by the Master Servicer
      in
      connection with including any Additional Form 10-K Disclosure on Form 10-K
      pursuant to this Section 4.31(c).

     

    
      
        
        

      

      
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    No
      later
      than 12:00 noon New York City time on the fourth Business Day prior to the
      10-K
      Filing Deadline provided in this Section 4.31(c), the Depositor shall sign
      the
      Form 10-K and the Sarbanes-Oxley Certification and return to the Master Servicer
      an executed, electronic copy of such Form 10-K and such Sarbanes-Oxley
      Certification (with original, executed copies to follow by overnight mail).
      After receipt from the Depositor of the executed, electronic copies but no
      later
      than the filing deadline provided in this Section 4.31(c), the Master Servicer
      shall file the Form 10-K. The Master Servicer shall forward an electronic copy
      of the SEC’s confirmation of filing of such Form 10-K to the Depositor. If a
      Form 10-K cannot be filed on time or if a previously filed Form 10-K needs
      to be
      amended, the Master Servicer shall follow the procedures set forth in Section
      4.31(d). Promptly (but no later than one Business Day) after filing with the
      Commission, the Master Servicer shall make available on its internet website
      (located at www.ctslink.com)
      a final
      executed copy of each Form 10-K filed by the Master Servicer. Form 10-K requires
      the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed
      all reports required to be filed by Section 13 or 15(d) of the Exchange Act
      during the preceding 12 months (or for such shorter period that the registrant
      was required to file such reports), and (2) has been subject to such filing
      requirements for the past 90 days.” At the date of filing of each annual report
      on From 10-K with respect to the Trust Fund, the Depositor shall be deemed
      to
      represent to the Master Servicer that as of such date the Depositor has filed
      all such required reports during the preceding 12 months and that it has been
      subject to such filing requirement for the past 90 days. The Depositor shall
      notify the Master Servicer in writing, no later than March 15th with respect
      to
      the filing of a report on Form 10-K, if the answer to the questions referenced
      in the first sentence of this paragraph should be “no.” Absent such
      notification, the Master Servicer shall be entitled to rely on the above
      representations in preparing, executing and/or filing any such report. The
      parties to this Agreement acknowledge that the performance by the Master
      Servicer of its duties under this Section 4.31(c) related to the timely
      preparation and filing of Form 10-K is contingent upon such parties (and any
      Additional Servicer or Servicing Function Participant) strictly observing all
      applicable deadlines in the performance of their duties under this Section
      4.31(c), Section 4.28 and Section 4.29. The Master Servicer shall have no
      liability for any loss, expense, damage or claim arising out of or with respect
      to any failure to properly prepare and/or timely file such Form 10-K where
      such
      failure results from the Master Servicer’s inability or failure to receive, on a
      timely basis, any information from any other party hereto needed to prepare,
      arrange for execution or file such Form 10-K, not resulting from its own
      negligence, bad faith or willful misconduct.

     

    (d)  If
      directed to do so by the Depositor, on or before
      January
      30, 2007, the Master Servicer shall, in accordance with industry standards,
      file
      a Form 15 Suspension Notification with respect to the Trust under the Exchange
      Act (a “Form 15”). The parties hereto hereby acknowledge that, in the event the
      Depositor shall, subsequent to the filing of a Form 15, offer any Retained
      Certificates in an offering registered with the Commission, the Trust shall
      become subject to the Exchange Act reporting requirements at that time and,
      thereafter, prior to January 30 of the following calendar year, the Master
      Servicer shall, if directed to do so by the Depositor, in accordance with
      industry standards, file a Form 15. 

     

    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

    

     

    In
      connection with any registered offering of any of the Retained Certificates:
      (i)
      the Depositor shall notify the Master Servicer in writing not less than 10
      days
      prior to the date on which such offering will be made; (ii) the Depositor shall
      cause to be prepared and filed the initial current report on Form 8-K required
      to be filed in connection with such offering; (iii) the Master Servicer, as
      directed by the Depositor, shall file a report on Form 10-D for the Payment
      Date
      following the month in which such offering occurs and, thereafter, any reports
      on forms 8-K, 10-K and 10-D in respect of the Trust as and to the extent
      required under the Exchange Act, as set forth in this Section 4.31 (other than
      the report referred to in clause (ii) above); (iv) the Depositor shall be
      responsible for notifying the other parties to the transaction of such offering
      and that the obligations of such parties to provide information in connection
      with the Depositor’s Exchange Act reporting requirements have been reinstated;
      and (v) the Depositor shall be responsible for all reasonable fees and expenses
      incurred by the Master Servicer in connection with such offering, including
      its
      review and approval of any offering document and any amendment to any Basic
      Document made in connection with such offering.

     

    In
      the
      event that the Master Servicer becomes aware that it will be unable to timely
      file with the Commission all or any required portion of any Form 8-K, 10-D
      or
      10-K required to be filed by this Agreement because required disclosure
      information was either not delivered to it or delivered to it after the delivery
      deadlines set forth in this Agreement or for any other reason, the Master
      Servicer shall promptly notify the Depositor. In the case of Form 10-D and
      10-K,
      the parties to this Agreement will cooperate and cause such other Servicers
      or
      Servicing Function Participants, as applicable, to cooperate, to prepare and
      file a Form 12b-25 and a 10-DA and 10-KA as applicable, pursuant to Rule 12b-25
      of the Exchange Act. In the case of Form 8-K, the Master Servicer will, upon
      receipt of all required Form 8-K Disclosure Information and upon the approval
      and direction of the Depositor, include such disclosure information on the
      next
      Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs
      to be amended, the Master Servicer shall notify the Depositor and each
      applicable Servicer and prepare any necessary 8-KA, 10-DA or 10-KA. Any Form
      15,
      Form 12b-25 or any amendment to Form 8-K or 10-D shall be signed by a duly
      authorized representative of the Master Servicer and the Depositor shall sign
      any amendment to Form 10-K. The parties to this Agreement acknowledge that
      the
      performance by the Master Servicer of its duties under this Section 4.31(d)
      related to the timely preparation, execution and filing, as applicable, of
      Form
      15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent
      upon
      each such party performing its duties under this Section. The Master Servicer
      shall have no liability for any loss, expense, damage or claim arising out
      of or
      with respect to any failure to properly prepare, execute and/or timely file,
      as
      applicable, any such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D
      or 10-K where such failure results from the Master Servicer’s inability or
      failure to receive, on a timely basis, any information from or on behalf of
      any
      other party hereto needed to prepare, arrange for execution or file such Form
      15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting
      from
      its own negligence, bad faith or willful misconduct.

     

    
      
        
        

      

      
        106

        
          

        

      

      
        
        

      

    

     

    (e)  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
      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 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.

     

    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 Trustee, the Depositor
      or the Certificateholders 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 Certificateholders
      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 Fund and the Master Servicer shall be entitled to be reimbursed therefor
      out of the Collection Account as provided in Section 4.08.

     

    
      
        
        

      

      
        107

        
          

        

      

      
        
        

      

    

     

    The
      Master Servicer shall not be liable, and shall be indemnified from the Trust
      Fund, for any acts or omissions of any Servicer except to the extent the Trust
      Fund incurs damages or expenses as a result of such acts 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 Trustee, the
      Depositor, the Swap Counterparty 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 any applicable Pool PMI Insurance Policy
      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 Trustee and the Master
      Servicer an agreement, in form and substance reasonably satisfactory to the
      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;

     

    (c)  There
      must be delivered to the 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
      Certificates; provided,
      however,
      that
      this requirement shall not apply to any transfer of servicing to M&T
      Mortgage 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;

     

    
      
        
        

      

      
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    (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 Trustee (such consent to be not unreasonably
      withheld) and shall obtain the consent of any Pool PMI Insurer, to the extent
      that such consent is required under the related Pool PMI Insurance
      Policy.

     

    Section
      4.35.   Master
      Servicer Exchange Act Reporting Requirements.

     

    Notwithstanding
      any other provision of this Agreement, to the extent that, following the Closing
      Date, the contents of Forms 8-K, 10-D, 10-K or other Forms required by the
      Exchange Act and the rules and regulations of the Commission, or the time by
      which such Forms are required to be filed, differ from the provisions of this
      Agreement, the Master Servicer hereby agrees that it shall reasonably cooperate
      to amend the provisions of this Agreement (in accordance with Section 10.05)
      in
      order to comply with such amended reporting requirements. Any such amendment
      to
      this Agreement may result in the reduction or increase of the reports filed
      under the Exchange Act. Notwithstanding the foregoing, the Master Servicer
      shall
      not be obligated to enter into any amendment pursuant to this Section that
      adversely affects its obligations and immunities under this
      Agreement.

     

    ARTICLE
      V

     

    THE
      CERTIFICATES 

     

    Section
      5.01.   The
      Certificates.

     

    The
      Certificates shall be substantially in the forms attached hereto as Exhibit
      A.
      The Certificates shall be issuable in registered form, in the minimum
      denominations, integral multiples in excess thereof (except that one Certificate
      in each Class may be issued in a different amount which must be in excess of
      the
      applicable minimum denomination) and aggregate denominations per Class set
      forth
      in the Preliminary Statement to this Agreement. The Trustee agrees to hold
      the
      Trust Fund for the benefit of all present and future Holders of the
      Certificates.

     

    
      
        
        

      

      
        109

        
          

        

      

      
        
        

      

    

     

    Subject
      to Section 10.02 respecting the final distribution on the Certificates, on
      each
      Distribution Date the Trustee shall make distributions to each Certificateholder
      of record on the preceding Record Date either by wire transfer in immediately
      available funds or by check, as provided in Section 6.06.

     

    The
      Certificates shall be executed by manual or facsimile signature on behalf of
      the
      Trustee by an authorized officer. Certificates bearing the manual or facsimile
      signatures of individuals who were, at the time when such signatures were
      affixed, authorized to sign on behalf of the Trustee shall bind the Trustee,
      notwithstanding that such individuals or any of them have ceased to be so
      authorized prior to the countersignature and delivery of such Certificates
      or
      did not hold such offices at the date of such Certificate. No Certificate shall
      be entitled to any benefit under this Agreement, or be valid for any purpose,
      unless countersigned by the Trustee by manual signature, and such
      countersignature upon any Certificate shall be conclusive evidence, and the
      only
      evidence, that such Certificate has been duly executed and delivered hereunder.
      All Certificates shall be dated the date of their countersignature. On the
      Closing Date, the Trustee shall countersign the Certificates to be issued at
      the
      direction of the Depositor, or any affiliate thereof.

     

    The
      Depositor shall provide, or cause to be provided, to the Trustee on a continuous
      basis, an adequate inventory of Certificates to facilitate
      transfers.

     

    Section
      5.02.   Certificate
      Register; Registration of Transfer and Exchange of Certificates.

     

    (a)  The
      Trustee shall maintain, or cause to be maintained in accordance with the
      provisions of Section 5.06 hereof, a Certificate Register for the Trust Fund
      in
      which, subject to the provisions of subsections (b), (c) and (d) below and
      to
      such reasonable regulations as it may prescribe, the Trustee shall provide
      for
      the registration of Certificates of transfers and exchanges of Certificates
      as
      herein provided; provided,
      however,
      that
      the Residual Certificates shall be issued and maintained in fully registered
      form. Upon surrender for registration of transfer of any Certificate, the
      Trustee shall execute and deliver, in the name of the designated transferee
      or
      transferees, one or more new Certificates of the same Class and aggregate
      Percentage Interest. The Trustee initially shall be the “Certificate Registrar.”


     

    At
      the
      option of a Certificateholder, Certificates may be exchanged for other
      Certificates of the same Class in authorized denominations and evidencing the
      same aggregate Percentage Interest upon surrender of the Certificates to be
      exchanged at the office or agency of the Trustee. Whenever any Certificates
      are
      so surrendered for exchange, the Trustee shall execute, authenticate and deliver
      the Certificates which the Certificateholder making the exchange is entitled
      to
      receive. Every Certificate presented or surrendered for registration of transfer
      or exchange shall be accompanied by a written instrument of transfer in form
      satisfactory to the Trustee duly executed by the holder thereof or his attorney
      duly authorized in writing.

     

    No
      service charge to the Certificateholders shall be made for any registration
      of
      transfer or exchange of Certificates, but payment of a sum sufficient to cover
      any tax or governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates may be required.

     

    
      
        
        

      

      
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    All
      Certificates surrendered for registration of transfer or exchange shall be
      cancelled and subsequently destroyed by the Trustee in accordance with the
      Trustee’s customary procedures.

     

    (b)  No
      transfer of a Restricted Certificate shall be made unless the Trustee shall
      have
      received from the transferee a certification in substantially the form set
      forth
      in Exhibit K hereto, addressed to the Trustee and the Certificate Registrar
      and
      any of their respective successors, to the effect that:

     

    (i)  Such
      Person is a “qualified institutional buyer” as defined in Rule 144A under the
      Securities Act;

     

    (ii)  Such
      Person is duly authorized to purchase the Restricted Certificates and its
      purchase of investments having the characteristics of the Restricted
      Certificates is authorized under, and not directly or indirectly in
      contravention of, any law, charter, trust instrument or other operative
      document, investment guidelines or list of permissible or impermissible
      investments that is applicable to the investor; and

     

    (iii)  Such
      Person understands that each holder of a Certificate, by virtue of its
      acceptance thereof, assents to the terms, provisions and conditions of this
      Agreement.

     

    In
      the
      event that a Certificate is transferred to a Person that does not meet the
      requirements of this Section 5.02, such transfer will be of no force and effect,
      will be void ab
      initio,
      and
      will not operate to transfer any rights to such Person, notwithstanding any
      instructions to the contrary to the Issuer, the Trustee or any intermediary;
      and
      the Trustee shall not make any distributions on such Certificate for as long
      as
      such Person is the Holder of such Certificate and the Trustee shall have the
      right to compel such Person to transfer such Certificate to a Person who does
      meet the requirements of this Section 5.02.

     

    Each
      Holder of a Restricted Certificate (or Certificate Owner) desiring to effect
      such a transfer shall, and does hereby agree to, indemnify the Trustee and
      the
      Depositor against any liability that may result if the transfer is not so exempt
      or is not made in accordance with federal and state securities laws and any
      other restrictions specified in this Section 5.02. Each holder of a Book-Entry
      Certificate shall be deemed to have consented to such transfer
      restrictions.

     

    The
      Trustee shall cause each Certificate to contain a legend substantially similar
      to the applicable legend provided in Exhibit A hereto stating that transfer
      of
      such Certificates is subject to certain restrictions as set forth
      herein.

     

    (c)  (i)
      No
      transfer of an ERISA-Restricted Certificate shall be made unless the Trustee
      shall have received either (A) a representation from the transferee of such
      Certificate acceptable to and in form and substance satisfactory to the Trustee
      (substantially in the form of Exhibit L, or in the event such ERISA-Restricted
      Certificate is a Residual Certificate substantially in the form of Exhibit
      O),
      to the effect that (x) such transferee is neither a Plan nor a person acting
      for, on behalf of, or with the assets of, any such Plan to effect such transfer
      or (y) if the ERISA-Restricted Certificate has been the subject of an
      ERISA-Qualifying Underwriting, the purchaser is an insurance company which
      is
      purchasing such Certificates with funds contained in an “insurance company
      general account” (as such term is defined in Section (V)(e) of prohibited
      transaction class exemption 95-60 (“PTCE 95-60”)) and the purchase and holding
      of ERISA-Restricted Certificates are covered under Sections I and III of PTCE
      95-60; or (B) in the case of any such ERISA-Restricted Certificate presented
      for
      registration in the name of a Plan or a person acting for, on behalf of, or
      with
      the assets of, a Plan, an Opinion of Counsel satisfactory to the Trustee, which
      Opinion of Counsel shall not be an expense of any of the Trustee, the Depositor,
      the Master Servicer, any Servicer, the Seller or the Trust Fund, addressed
      to
      the Trustee to the effect that the purchase and holding of such ERISA-Restricted
      Certificate will not result in a non-exempt prohibited transaction under Section
      406 of ERISA or Section 4975 of the Code and will not subject the Trustee,
      the
      Depositor, the Master Servicer, any Servicer or the Seller to any obligation
      in
      addition to those expressly undertaken in this Agreement. For purposes of the
      preceding sentence, with respect to an ERISA-Restricted Certificate that is
      not
      a Residual Certificate, in the event the representation letter referred to
      in
      the preceding sentence is not so furnished, such representation shall be deemed
      to have been made to the Trustee by the transferee’s (including an initial
      acquirer’s) acceptance of the ERISA-Restricted Certificates. Notwithstanding
      anything else to the contrary herein, any purported transfer of an
      ERISA-Restricted Certificate to or on behalf of a Plan without the delivery
      to
      the Trustee of an Opinion of Counsel or representation letter satisfactory
      to
      the Trustee as described above shall be void and of no effect.

     

    
      
        
        

      

      
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    To
      the
      extent permitted under applicable law (including, but not limited to, ERISA),
      the Trustee shall be under no liability to any Person for any registration
      of
      transfer of any ERISA-Restricted Certificate that is in fact not permitted
      by
      this Section 5.02(c) or for making any payments due on such Certificate to
      the
      Holder thereof or taking any other action with respect to such Holder under
      the
      provisions of this Agreement so long as the transfer was registered by the
      Trustee in accordance with the foregoing requirements.

     

    (ii)
      No
      transfer of an ERISA-Restricted Trust Certificate prior to the termination
      of
      the Swap Agreement shall be made unless the Trustee shall have received a
      representation letter from the transferee of such Certificate, substantially
      in
      the form set forth in Exhibit L, to the effect that either (x) such transferee
      is neither a Plan nor a Person acting on behalf of any such Plan or using the
      assets of any such Plan to effect such transfer or (y) the acquisition and
      holding of the ERISA-Restricted Trust Certificate are eligible for exemptive
      relief under Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1,
      PTCE 91-38, PTCE 95-60, PTCE 96-23 or the non-fiduciary service provider
      exemption under Section 408(b)(17) of ERISA. Notwithstanding anything else
      to
      the contrary herein, any purported transfer of an ERISA-Restricted Trust
      Certificate prior to the termination of the Swap Agreement to or on behalf
      of a
      Plan without the delivery to the Trustee of a representation letter as described
      above shall be void and of no effect. If the ERISA-Restricted Trust Certificate
      is a Book-Entry Certificate, the transferee will be deemed to have made a
      representation as provided in clause (x) or (y) of this paragraph, as
      applicable.

     

    If
      any
      ERISA-Restricted Trust Certificate, or any interest therein, is acquired or
      held
      in violation of the provisions of the preceding paragraph, the next preceding
      permitted beneficial owner will be treated as the beneficial owner of that
      Certificate, retroactive to the date of transfer to the purported beneficial
      owner. Any purported beneficial owner whose acquisition or holding of an
      ERISA-Restricted Trust Certificate, or interest therein, was effected in
      violation of the provisions of the preceding paragraph shall indemnify to the
      extent permitted by law and hold harmless the Depositor, the Trustee and the
      Master Servicer from and against any and all liabilities, claims, costs or
      expenses incurred by such parties as a result of such acquisition or
      holding.

     

    To
      the
      extent permitted under applicable law (including, but not limited to, ERISA),
      the Trustee shall be under no liability to any Person for any registration
      of
      transfer of any ERISA-Restricted Trust Certificate that is in fact not permitted
      by this Section 5.02(c)(ii) or for making any payments due on such Certificate
      to the Holder thereof or taking any other action with respect to such Holder
      under the provisions of this Agreement so long as the transfer was registered
      by
      the Trustee in accordance with the foregoing requirements.

     

    (d)  Each
      Person who has or who acquires any Ownership Interest in a Residual Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions, and the rights of each
      Person acquiring any Ownership Interest in a Residual Certificate are expressly
      subject to the following provisions:

     

    (i)        
      Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee and shall promptly notify the Trustee of any
      change or impending change in its status as a Permitted Transferee.

     

    (ii)       
      No
      Ownership Interest in a Residual Certificate may be registered on the Closing
      Date or thereafter transferred, and the Trustee shall not register the Transfer
      of any Residual Certificate unless, in addition to the certificates required
      to
      be delivered to the Trustee under subparagraph (b) above, the Trustee shall
      have
      been furnished with an affidavit of the transferor in the form attached hereto
      as Exhibit N (a “Transferor Affidavit”) and of the proposed transferee in the
      form attached hereto as Exhibit O (a “Transferee Affidavit”), representing and
      warranting, among other things, that such transferee is neither a Disqualified
      Organization, an agent or nominee acting on behalf of a Disqualified
      Organization, nor a Non-permitted Foreign Holder (any such transferee, a
“Permitted Transferee”); provided
      that no
      such affidavit shall be required to register on the Closing Date an Ownership
      Interest of the Seller (or an Affiliate thereof) or the Trustee in a Residual
      Certificate.

     

    (iii)  Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall agree (A) to obtain a Transferee Affidavit from any other Person to whom
      such Person attempts to Transfer its Ownership Interest in a Residual
      Certificate, (B) to obtain a Transferee Affidavit from any Person for whom
      such
      Person is acting as nominee, trustee or agent in connection with any Transfer
      of
      a Residual Certificate and (C) not to Transfer its Ownership Interest in a
      Residual Certificate or to cause the Transfer of an Ownership Interest in a
      Residual Certificate to any other Person if it has actual knowledge that such
      Person is not a Permitted Transferee.

     

    
      
        
        

      

      
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    (iv)  Any
      attempted or purported Transfer of any Ownership Interest in a Residual
      Certificate in violation of the provisions of this Section 5.02(d) shall be
      absolutely null and void and shall vest no rights in the purported Transferee.
      If any purported transferee shall become a Holder of a Residual Certificate
      in
      violation of the provisions of this Section 5.02(d), then the last preceding
      Permitted Transferee shall be restored to all rights as Holder thereof
      retroactive to the date of registration of Transfer of such Residual
      Certificate. The Trustee shall be under no liability to any Person for any
      registration of Transfer of a Residual Certificate that is in fact not permitted
      by Section 5.02(c) and this Section 5.02(d) or for making any payments due
      on
      such Certificate to the Holder thereof or taking any other action with respect
      to such Holder under the provisions of this Agreement so long as the Transfer
      was registered after receipt of the related Transferor Affidavit, Transferee
      Affidavit and either the Rule 144A Letter or the Investment Letter. The Trustee
      shall be entitled but not obligated to recover from any Holder of a Residual
      Certificate that was in fact not a Permitted Transferee at the time it became
      a
      Holder or, at such subsequent time as it became other than a Permitted
      Transferee, all payments made on such Residual Certificate at and after either
      such time. Any such payments so recovered by the Trustee shall be paid and
      delivered by the Trustee to the last preceding Permitted Transferee of such
      Certificate.

     

    (v)  The
      Depositor shall use its best efforts to make available, upon receipt of written
      request from the Trustee, all information necessary to compute any tax imposed
      under Section 860E(e) of the Code as a result of a Transfer of an Ownership
      Interest in a Residual Certificate to any Holder who is not a Permitted
      Transferee.

     

    The
      restrictions on transfers of a Residual Certificate set forth in this Section
      5.02(d) shall cease to apply (and the applicable portions of the legend on
      a
      Residual Certificate may be deleted) with respect to transfers occurring after
      delivery to the Trustee of an Opinion of Counsel, which Opinion of Counsel
      shall
      not be an expense of the Trust Fund, the Trustee, the Seller or the Master
      Servicer, to the effect that the elimination of such restrictions will not
      cause
      an Adverse REMIC Event, or the imposition of any tax on a Certificateholder
      or
      another Person. Each Person holding or acquiring any Ownership Interest in
      a
      Residual Certificate hereby consents to any amendment of this Agreement which,
      based on an Opinion of Counsel furnished to the Trustee, is reasonably necessary
      (a) to ensure that the record ownership of, or any beneficial interest in,
      a
      Residual Certificate is not transferred, directly or indirectly, to a Person
      that is not a Permitted Transferee and (b) to provide for a means to compel
      the
      Transfer of a Residual Certificate which is held by a Person that is not a
      Permitted Transferee to a Holder that is a Permitted Transferee.

     

    
      
        
        

      

      
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    (e)  The
      preparation and delivery of all certificates and opinions referred to above
      in
      this Section 5.02 in connection with transfer shall be at the expense of the
      parties to such transfers.

     

    (f)  Except
      as
      provided below, the Book-Entry Certificates shall at all times remain registered
      in the name of the Depository or its nominee and at all times: (i) registration
      of the Certificates may not be transferred by the Trustee except to another
      Depository; (ii) the Depository shall maintain book-entry records with respect
      to the Certificate Owners and with respect to ownership and transfers of such
      Book-Entry Certificates; (iii) ownership and transfers of registration of the
      Book-Entry Certificates on the books of the Depository shall be governed by
      applicable rules established by the Depository; (iv) the Depository may collect
      its usual and customary fees, charges and expenses from its Depository
      Participants; (v) the Trustee shall deal with the Depository, Depository
      Participants and indirect participating firms as representatives of the
      Certificate Owners of the Book-Entry Certificates for purposes of exercising
      the
      rights of holders under this Agreement, and requests and directions for and
      votes of such representatives shall not be deemed to be inconsistent if they
      are
      made with respect to different Certificate Owners; and (vi) the Trustee may
      rely
      and shall be fully protected in relying upon information furnished by the
      Depository with respect to its Depository Participants and furnished by the
      Depository Participants with respect to indirect participating firms and persons
      shown on the books of such indirect participating firms as direct or indirect
      Certificate Owners.

     

    (g)  All
      transfers by Certificate Owners of Book-Entry Certificates shall be made in
      accordance with the procedures established by the Depository Participant or
      brokerage firm representing such Certificate Owner. Each Depository Participant
      shall only transfer Book-Entry Certificates of Certificate Owners it represents
      or of brokerage firms for which it acts as agent in accordance with the
      Depository’s normal procedures.

     

    If
      (x)
      (i) the Depository or the Depositor advises the Trustee in writing that the
      Depository is no longer willing or able to properly discharge its
      responsibilities as Depository, and (ii) the Trustee or the Depositor is unable
      to locate a qualified successor, or (y) after the occurrence of an Event of
      Master Servicer Default, Certificate Owners representing at least 51% of the
      aggregate Class Principal Balance of the Book-Entry Certificates together advise
      the Trustee and the Depository through the Depository Participants in writing
      that the continuation of a book-entry system through the Depository is no longer
      in the best interests of the Certificate Owners, the Trustee shall notify all
      Certificate Owners, through the Depository, of the occurrence of any such event
      and of the availability of definitive, fully registered Certificates (the
“Definitive Certificates”) to Certificate Owners requesting the same. Upon
      surrender to the Trustee of the related Class of Certificates by the Depository,
      accompanied by the instructions from the Depository for registration, the
      Trustee shall issue the Definitive Certificates. Neither the Master Servicer,
      the Depositor nor the Trustee shall be liable for any delay in delivery of
      such
      instruction and each may conclusively rely on, and shall be protected in relying
      on, such instructions. Upon the issuance of Definitive Certificates all
      references herein to obligations imposed upon or to be performed by the
      Depository shall be deemed to be imposed upon and performed by the Trustee,
      to
      the extent applicable with respect to such Definitive Certificates and the
      Trustee shall recognize the Holders of the Definitive Certificates as
      Certificateholders hereunder; provided
      that the
      Trustee shall not by virtue of its assumption of such obligations become liable
      to any party for any act or failure to act of the Depository.

     

    
      
        
        

      

      
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    Section
      5.03.   [Reserved]

     

    Section
      5.04.   Mutilated,
      Destroyed, Lost or Stolen Certificates.

     

    If
      (a)
      any mutilated Certificate is surrendered to the Trustee, or the Trustee receives
      evidence to its satisfaction of the destruction, loss or theft of any
      Certificate and (b) there is delivered to the Master Servicer and the Trustee
      such security or indemnity as may be required by them to save each of them
      harmless, then, in the absence of notice to the Trustee that such Certificate
      has been acquired by a bona fide purchaser, the Trustee shall execute,
      countersign and deliver, in exchange for or in lieu of any such mutilated,
      destroyed, lost or stolen Certificate, a new Certificate of like Class, tenor
      and Percentage Interest. In connection with the issuance of any new Certificate
      under this Section 5.04, the Trustee may require the payment of a sum sufficient
      to cover any tax or other governmental charge that may be imposed in relation
      thereto and any other expenses (including the fees and expenses of the Trustee)
      connected therewith. Any replacement Certificate issued pursuant to this Section
      5.04 shall constitute complete and indefeasible evidence of ownership, as if
      originally issued, whether or not the lost, stolen or destroyed Certificate
      shall be found at any time.

     

    Section
      5.05.   Persons
      Deemed Owners.

     

    The
      Master Servicer, the Trustee and any agent of the Master Servicer or the Trustee
      may treat the Person in whose name any Certificate is registered as the owner
      of
      such Certificate for the purpose of receiving distributions as provided in
      this
      Agreement and for all other purposes whatsoever, and neither the Master
      Servicer, the Trustee nor any agent of the Master Servicer or the Trustee shall
      be affected by any notice to the contrary.

     

    Section
      5.06.   Access
      to List of Certificateholders’ Names and Addresses.

     

    If
      three
      or more Certificateholders (a) request such information in writing from the
      Trustee, (b) state that such Certificateholders desire to communicate with
      other
      Certificateholders with respect to their rights under this Agreement or under
      the Certificates, and (c) provide a copy of the communication which such
      Certificateholders propose to transmit, or if the Depositor or Master Servicer
      shall request such information in writing from the Trustee, then the Trustee
      shall, within ten Business Days after the receipt of such request, provide
      the
      Depositor, the Master Servicer or such Certificateholders at such recipients’
expense the most recent list of the Certificateholders of such Trust Fund held
      by the Trustee, if any. The Depositor and every Certificateholder, by receiving
      and holding a Certificate, agree that the Trustee shall not be held accountable
      by reason of the disclosure of any such information as to the list of the
      Certificateholders hereunder, regardless of the source from which such
      information was derived.

     

    Section
      5.07.   Maintenance
      of Office or Agency.

     

    The
      Trustee will maintain or cause to be maintained at its expense an office or
      offices or agency or agencies in New York City where Certificates may be
      surrendered for registration of transfer or exchange. The Trustee initially
      designates its Corporate Trust Office for such purposes. The Trustee will give
      prompt written notice to the Certificateholders of any change in such location
      of any such office or agency.

     

    
      
        
        

      

      
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    ARTICLE
      VI

     

    DEPOSITS
      AND DISTRIBUTIONS

     

    Section
      6.01.   Rights
      of the Holders.

     

    Amounts
      held by the Trustee for future distribution to the Certificateholders,
      including, without limitation, amounts in the Collection Account, the Reserve
      Fund and the Certificate Distribution Account, shall not be distributed except
      in accordance with the terms of this Agreement.

     

    Section
      6.02.   Establishment
      of Trust Accounts.

     

    (a)  (i)The
      Master Servicer shall establish and maintain in the name of the Trustee the
      Collection Account as provided in Section 4.07, which account shall be property
      of the Trust Fund.

     

    (ii)  The
      Trustee, for the benefit of the Certificateholders, shall establish and maintain
      in the name of the Trustee an Eligible Account (the “Certificate Distribution
      Account”), bearing a designation clearly indicating that the funds deposited
      therein (without regard to any income or gain resulting from the investment
      thereof) are held for the benefit of the Certificateholders.

     

    (iii)  The
      Trustee, for the benefit of the holders of the Group 1 Certificates, the LIBOR
      Certificates and the Class X Certificates, shall establish and maintain in
      the
      name of the Trustee an Eligible Account (the “Reserve Fund”), bearing a
      designation clearly indicating that the funds deposited therein are held for
      the
      benefit of the above-referenced Certificateholders.

     

    (b)  (i)
      Funds
      on
      deposit in the Collection Account and the Certificate Distribution Account
      (each, a “Trust 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 at the direction of the Seller, in the case of the
      Certificate Distribution Account, 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 Trustee in the manner provided herein. Subject to paragraph (b)(ii)
      below, funds on deposit in the Trust Accounts, 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 Certificate Distribution
      Account, by the Seller or pursuant to Section 6.03 below 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 Seller, in the case of 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 Trustee and shall be settled by a delivery to the Trustee that complies
      with the terms of this Agreement as it relates to investing such funds. It
      is
      understood and agreed that the 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 Trustee for the benefit of the
      Certificateholders; provided
      that
      amounts on deposit in the Collection Account shall be applied as provided in
      the
      last sentence of this paragraph; and provided,
      further,
      that
      the Trustee shall be entitled to any income or gain realized on any such
      investment of amounts on deposit in the Certificate Distribution Account. Other
      than as permitted by each Rating Agency, funds on deposit in the Trust Accounts,
      if invested, shall be invested in Eligible Investments that will mature not
      later than the Business Day immediately preceding the next Distribution Date
      (or
      on such next Distribution Date if either (x) such investment is held in the
      trust department of the institution with which such Trust Account is then
      maintained and is invested in a time deposit of the Trustee rated at least
      A-1
      (or the equivalent) by each Rating Agency (such account being maintained within
      the trust department of the Trustee) or (y) the Trustee (so long as the
      short-term unsecured debt obligations of the 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
      Distribution Date to such Trust Account in the amount payable on such investment
      on such Distribution Date pending receipt thereof to the extent necessary to
      make distributions on such Distribution Date). For the purposes of the
      foregoing, unless the 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
      Seller shall deposit in the Certificate Distribution Account, 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 Distribution Date to make deposits and
      distributions on each such date in the manner and priorities set forth in
      Section 4.08.

     

    
      
        
        

      

      
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    (ii) Funds
      on
      deposit in the Reserve Fund shall be invested only in Eligible Investments
      specified in clause (i) 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 Trustee in its capacity as such) or its nominee.
      All
      income and gain realized from such investments shall be applied as provided
      in
      Section 6.12. The Trustee shall not in any way be held liable by reason of
      any
      insufficiency in the Reserve Fund resulting from any investment loss on any
      investment made hereunder.

     

    (c)  The
      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 Fund. The Trust Accounts shall be under the sole dominion
      and
      control of the Trustee for the benefit of the Certificateholders. If, at any
      time, any of the Trust Accounts ceases to be an Eligible Account, the Trustee
      (or the Master Servicer on its behalf) shall within 30 Business Days establish
      a
      new Trust Account as applicable, as an Eligible Account and shall transfer
      any
      cash and/or any investments to such new account.

     

    The
      Depositor and the Trustee hereby appoint U.S. Bank National Association as
      Securities Intermediary with respect to the Trust Accounts and the Trustee
      shall
      hold, for the benefit of the Certificateholders, the Certificate Distribution
      Account 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. Amounts held from time to time in the Trust Accounts will
      continue to be held by the Securities Intermediary for the benefit of the
      Trustee for the benefit of the Certificateholders.
      Upon the
      termination of the Trust Fund the Trustee shall inform the Securities
      Intermediary of such termination. By acceptance of their Certificates or
      interests therein, the Certificateholders shall be deemed to have appointed
      U.S.
      Bank
      National Association
      as
      Securities Intermediary. U.S.
      Bank
      National Association
      hereby
      accepts such appointment as Securities Intermediary.

     

    (i)  
With
      respect to the Trust Account Property credited to the Trust Accounts, 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;

     

    (B) the
      sole
      assets permitted in the Trust Accounts 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 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
      Trustee 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 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 Trustee
      as
      entitled to exercise the rights that comprise any Financial Asset credited
      to
      any Trust Account, (B) all Trust Account Property in respect of any Trust
      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 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 will any Financial Asset credited to any Trust
      Account shall be registered in the name of the Seller or the Depositor, payable
      to the order of the Seller or the Depositor or specially endorsed to the Seller
      or the Depositor, except to the extent the foregoing have been specially
      endorsed to the Securities Intermediary or in blank;

     

    
      
        
        

      

      
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    (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 shall be treated as a Financial Asset;

     

    (iv)  If
      at any
      time the Securities Intermediary shall receive any order from the 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 Depositor 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 any
      Financial Asset credited thereto, the Securities Intermediary hereby agrees
      that
      such security interest shall be subordinate to the ownership interest of the
      Trustee. The Financial Assets credited to the Trust Accounts will not be subject
      to deduction, set-off, banker’s lien, or any other right in favor of any Person
      other than the Trustee (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 (ii) the face
      amount of any checks which have been credited to any Trust 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 with respect to any Trust 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 herein to the Trustee have been granted in order
      to
      perfect its ownership interest in the Trust Accounts and the Security
      Entitlements to the Financial Assets credited thereto, and are powers coupled
      with an interest and will neither be affected by the dissolution or bankruptcy
      of the Depositor nor by the lapse of time. The obligations of the Securities
      Intermediary hereunder shall continue in effect until the ownership interest
      of
      the Trustee in the Trust Accounts, and in such Security Entitlements, has been
      terminated pursuant to the terms of this Agreement and the Trustee has notified
      the Securities Intermediary of such termination in writing; and

     

    (viii)    
      Notwithstanding
      anything else contained herein, the Depositor and the Trustee agree that the
      Trust Accounts 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 Trustee without further consent by the Seller or the
      Depositor; (2) until termination of the Trust Fund, 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 Trustee; 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 Depositor shall have the power, revocable by the Trustee,
      to
      instruct the Trustee and the Master Servicer to make withdrawals and
      distributions from the Trust Accounts for the purpose of permitting the Master
      Servicer, the Trustee or the Depositor to carry out its respective duties
      hereunder.

     

    (e)  The
      Depositor 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 Trustee on behalf
      of Certificateholders 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 Trustee’s ownership 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 Trustee of any such filings.

     

    The
      Depositor shall not organize under the law of any jurisdiction other than the
      State under which it 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 Trustee. Before effecting such change, the
      Depositor 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 Trustee,
      in
      the Trust Account Property. In connection with the transactions contemplated
      by
      the Basic Documents relating to the Trust Account Property, the Depositor
      authorizes its immediate or mediate transferee, including the 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 Trustee or the
      Certificateholders 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 Trustee or the Certificateholders 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 Trust Fund
      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.

     

    
      
        
        

      

      
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    Section
      6.03.   Investment
      of Amounts.

     

    To
      the
      extent neither the Seller nor an investment manager has directed the investment
      of funds in the Certificate Distribution Account pursuant to Section 6.02(b)(i)
      above on a preceding Business Day and there are uninvested amounts in the
      Certificate Distribution Account prior to 3:00 p.m. (New York City time) on
      any
      Business Day, the Trustee shall invest such amounts in the First American
      Government Obligations Fund (Class A), which is an Eligible Investment of the
      type described in subsection (i) of the definition of Eligible Investments.
      All
      such investments shall be made in the name of the Trustee. The Trustee shall
      be
      entitled to any income or gain realized on such investments.

     

    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.

     

    (b)  On
      or
      prior to each Master Servicer Remittance Date, the Master Servicer shall
      determine (by Mortgage Pool and in the aggregate) the Interest Remittance
      Amount, the Principal Remittance Amount, the Principal Distribution Amount,
      the
      Total Distribution Amount, the Trustee Fee and the Custodian Fee, in each case
      for the related Distribution Date. For purposes of this Section 6.04 and Section
      6.08, with respect to any Distribution Date, in determining the amount received
      from the Cap Provider, the Master Servicer shall be entitled to rely
      conclusively on the accuracy of the information provided to it by the Cap
      Provider or by the 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 Distribution Date, exclusive of any amounts
      received with respect to the related Distribution Date under the Cap Agreement
      that have not been deposited in the Collection Account, to the Certificate
      Distribution Account. Prior
      to
      disbursing the Total Distribution Amount, the Trustee shall withdraw from the
      Certificate Distribution Account on each Distribution Date and pay, solely
      from
      and in reduction of the Interest Remittance Amount (from each Mortgage Pool
      in
      accordance with the applicable Pool Percentage), (i) to itself, the Trustee
      Fee
      and the Custodian Fee for such Distribution Date, (ii)
      to
      the applicable Retained Interest Holder, any Retained Interest not paid thereto
      by the applicable Servicer (including the remittance to the Seller of the
      Seller’s Retained Interest with respect to Mortgage Loans identified on the
      Mortgage Loan Schedule as “Seller Retained Interest Mortgage Loans,” at the
      applicable Seller Retained Interest Rate specified in the Mortgage Loan
      Schedule), and (iii) to any Pool PMI Insurer, the related Pool PMI Insurance
      Premium for such Distribution Date.

     

    
      
        
        

      

      
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    (d)  The
      Trustee shall deposit into the Certificate 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
      Trustee with respect to the Cap Agreement, all such amounts.

     

    Section
      6.05.   Flow
      of Funds.

     

    (a)  On
      each
      Distribution Date (or with respect to payments to the Swap Counterparty, on
      the
      related Swap Payment Date), the Trustee shall withdraw from the Certificate
      Distribution Account, to the extent of funds on deposit therein, the Total
      Distribution Amount (net of the Trustee Fee, the Custodian Fee, any Retained
      Interest and the Pool PMI Insurance Premiums, if any (and related amounts,
      which
      will generally not exceed 0.01% of the monthly premium)) and amounts that are
      available for payment to the Swap Counterparty, and shall allocate such amounts
      to the Interests issued in respect of each REMIC created hereby, as set forth
      in
      the Preliminary Statement to this Agreement, and shall distribute such amounts
      as specified in this Section. All allocations and distributions made between
      and
      with respect to Pool 1 and Pool 2 in this Section shall be made
      concurrently.

     

    (b)  On
      each
      Distribution Date (or, with respect to clause (i) below, the related Swap
      Payment Date), the Trustee shall distribute the Interest Remittance Amount
      for
      Pool 1 for such date in the following order of priority:

     

    (i)  for
      deposit into the Supplemental Interest Trust Account, an amount equal to the
      lesser
      of (A)
      the amount of any Net Swap Payment or Swap Termination Payment (to the extent
      not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty
      and
      (B) the Interest Remittance Amount for Pool 1 for such Distribution Date, to
      the
      extent not paid pursuant to Section 6.05(c)(i);

     

    (ii)  to
      the
      A-IO(1) Component, Current Interest and any Carryforward Interest for such
      Component and such Distribution Date;

     

    (iii)  concurrently,
      to the
      Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4 and Class 1-A5 Certificates,
      in
      each case in proportion to the amounts distributable under this Section
6.05(b)(iii),
      Current Interest and any Carryforward Interest for each such Class and such
      Distribution Date;

     

    (iv)  concurrently,
      to the
      Class 2-A1, Class 2-A2, Class 2-A3 and Class 2-A4 Certificates, in each case
      in
      proportion to the amounts distributable under this Section 6.05(b)(iv), Current
      Interest and any Carryforward Interest for each such Class and such Distribution
      Date; 

     

    
      
        
        

      

      
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    (v)  to
      the
      Class M-1 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and such Distribution Date;

     

    (vi)  to
      the
      Class M-2 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and such Distribution Date;

     

    (vii)  to
      the
      Class M-3 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and such Distribution Date;

     

    (viii)  to
      the
      Class M-4 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and such Distribution Date;

     

    (ix)  to
      the
      Class B-1 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and such Distribution Date;

     

    (x)  to
      the
      Class B-2 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and such Distribution Date;

     

    (xi)  to
      the
      Class B-3 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and such Distribution Date; 

     

    (xii)  to
      the
      Trustee, the Pool 1 allocable portion (based on the applicable Pool Percentage)
      of any amounts reimbursable pursuant to this Agreement and not previously
      reimbursed to the Trustee due to application of the limitations on amounts
      reimbursable in any Anniversary Year; and

     

    (xiii)  for
      application as part of Pool 1 Excess Interest for such Distribution Date, as
      provided in subsection (e) of this Section, any Interest Remittance Amount
      for
      Pool 1 remaining after application pursuant to clauses (i) through (xii)
      above.

     

    (c)  On
      each
      Distribution Date (or with respect to clause (i) below, the related Swap Payment
      Date), the Trustee shall distribute the Interest Remittance Amount for Pool
      2
      for such date in the following order of priority:

     

    (i)  for
      deposit into the Supplemental Interest Trust Account, the lesser
      of (A)
      the amount of any Net Swap Payment or Swap Termination Payment (to the extent
      not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty
      and
      (B) the Interest Remittance Amount for Pool 2 for such Distribution
      Date;

     

    (ii)  to
      the
      A-IO(2) Component, Current Interest and any Carryforward Interest for such
      Component and such Distribution Date;

     

    (iii)  concurrently,
      to the
      Class 2-A1, Class 2-A2, Class 2-A3 and Class 2-A4 Certificates, in each case
      in
      proportion to the amounts distributable under this Section 6.05(c)(iii), Current
      Interest and any Carryforward Interest for each such Class and such Distribution
      Date;

     

    
      
        
        

      

      
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    (iv)  concurrently,
      to the
      Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4 and Class 1-A5 Certificates,
      in
      each case in proportion to the amounts distributable under this Section
      6.05(c)(iv), Current Interest and any Carryforward Interest for each such Class
      and such Distribution Date;

     

    (v)  to
      the
      Class M-1 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and such Distribution Date;

     

    (vi)  to
      the
      Class M-2 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and such Distribution Date;

     

    (vii)     
      to
      the
      Class M-3 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and such Distribution Date;

     

    (viii)     to
      the
      Class M-4 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and such Distribution Date;

     

    (ix)  to
      the
      Class B-1 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and such Distribution Date;

     

    (x)        
      to
      the
      Class B-2 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and such Distribution Date;

     

    (xi)  to
      the
      Class B-3 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and such Distribution Date; 

     

    (xii)  to
      the
      Trustee, the Pool 2 allocable portion (based on the applicable Pool Percentage)
      of any amounts reimbursable pursuant to this Agreement and not previously
      reimbursed to the Trustee due to application of the limitations on amounts
      reimbursable in any Anniversary Year; and

     

    (xiii)    
      for
      application as part of Pool 2 Excess Interest for such Distribution Date, as
      provided in subsection (e) of this Section, any Interest Remittance Amount
      for
      Pool 2 remaining after application pursuant to clauses (i) through (xii)
      above.

     

    (d)  On
      each
      Distribution Date (or with respect to clauses (i)(A)(1), (i)(B)(1), (ii)(A)
      and
      (ii)(B) below, the related Swap Payment Date), the Trustee shall distribute
      the
      Principal Distribution Amount with respect to each Mortgage Pool as
      follows:

     

    (i)        
      for
      each
      Distribution Date occurring (a) before the Stepdown Date or (b) on or after
      the
      Stepdown Date and for which a Trigger Event is in effect, the Trustee shall
      make
      the following distributions, concurrently:

     

    (A)  For
      Pool 1: Until
      the
      aggregate Class Principal Balance of the Group 1 Certificates and the LIBOR
      Certificates equals the Aggregate Pool Balance for such Distribution Date
minus
      the
      Targeted Overcollateralization Amount for such Distribution Date, in the
      following order of priority:

     

    (1)
       for
      deposit into the Supplemental Interest Trust Account, an amount equal to the
      lesser
      of (A)
      the amount of any Net Swap Payment or Swap Termination Payment (to the extent
      not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty
      and
      (B) the Principal Remittance Amount for Pool 1 for such Distribution Date,
      to
      the extent not paid pursuant to Sections 6.05(b)(i), 6.05(c)(i) or
      6.05(d)(i)(B)(1);

     

    (2)
       to
      the
      Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4 and Class 1-A5 Certificates,
      in
      the following order of priority:

     

    (a) to
      the
      Class 1-A5 Certificates, the Class 1-A5 Priority Amount for such Distribution
      Date, in reduction of their Class Principal Balance, until the Class Principal
      Balance of such Class has been reduced to zero; and

     

    (b) to
      the
      Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4 and Class 1-A5 Certificates,
      sequentially in that order, in reduction of their respective Class Principal
      Balances, until the Class Principal Balance of each such Class has been reduced
      to zero; 

     

    (3)
       to
      the
      Group 2 Certificates, in accordance with the Senior Priority for Group 2, until
      the Class Principal Balance of each Class of Group 2 Certificates has been
      reduced to zero;

     

    (4)
       to
      the
      Class M-1 Certificates, in reduction of their Class Principal Balance, until
      the
      Class Principal Balance of such Class has been reduced to zero;

     

    (5)
       to
      the
      Class M-2 Certificates, in reduction of their Class Principal Balance, until
      the
      Class Principal Balance of such Class has been reduced to zero;

     

    (6)
       to
      the
      Class M-3 Certificates, in reduction of their Class Principal Balance, until
      the
      Class Principal Balance of such Class has been reduced to zero;

     

    (7)
       to
      the
      Class M-4 Certificates, in reduction of their Class Principal Balance, until
      the
      Class Principal Balance of such Class has been reduced to zero;

     

    (8)
       to
      the
      Class B-1 Certificates, in reduction of their Class Principal Balance, until
      the
      Class Principal Balance of such Class has been reduced to zero;

     

    
      
        
        

      

      
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    (9)
       to
      the
      Class B-2 Certificates, in reduction of their Class Principal Balance, until
      the
      Class Principal Balance of such Class has been reduced to zero;

     

    (10) to
      the
      Class B-3 Certificates, in reduction of their Class Principal Balance, until
      the
      Class Principal Balance of such Class has been reduced to zero; and

     

    (11) any
      remaining amount, for application as part of Excess Cashflow pursuant to Section
      6.05(e); 

     

    (B)  For
      Pool 2: Until
      the
      aggregate Class Principal Balances of the Group 1 Certificates and the LIBOR
      Certificates equals the Aggregate Pool Balance for such Distribution Date
minus
      the
      Targeted Overcollateralization Amount for such Distribution Date, in the
      following order of priority:

     

    (1)
       for
      deposit into the Supplemental Interest Trust Account, an amount equal to the
      lesser
      of (A)
      the amount of any Net Swap Payment or Swap Termination Payment (to the extent
      not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty
      and
      (B) the Principal Remittance Amount for Pool 2 for such Distribution Date,
      to
      the extent not paid pursuant to Sections 6.05(b)(i) or 6.05(c)(i);

     

    (2)
       to
      the
      Class 2-A1, Class 2-A2, Class 2-A3 and Class 2-A4 Certificates, concurrently,
      as
      follows:

     

    (a) 50%
      to
      the Class 2-A1, Class 2-A2 and Class 2-A3 Certificates, sequentially in that
      order, in reduction of their respective Class Principal Balances, until the
      Class Principal Balance of each such Class has been reduced to zero;
      and

     

    (b) 50%
      to
      the Class 2-A4 Certificates, in reduction of their Class Principal Balance,
      until the Class Principal Balance of such Class has been reduced to zero;


     

    (3)
       to
      the
      Group 1 Certificates, in accordance with the Senior Priority for Group 1, until
      the Class Principal Balance of each Class of Group 1 Certificates has been
      reduced to zero;

     

    (4) to
      the
      Class M-1 Certificates, in reduction of their Class Principal Balance, until
      the
      Class Principal Balance of such Class has been reduced to zero;

     

    (5)
       to
      the
      Class M-2 Certificates, in reduction of their Class Principal Balance, until
      the
      Class Principal Balance of such Class has been reduced to zero;

     

    
      
        
        

      

      
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    (6)
       to
      the
      Class M-3 Certificates, in reduction of their Class Principal Balance, until
      the
      Class Principal Balance of such Class has been reduced to zero;

     

    (7)
       to
      the
      Class M-4 Certificates, in reduction of their Class Principal Balance, until
      the
      Class Principal Balance of such Class has been reduced to zero;

     

    (8)
       to
      the
      Class B-1 Certificates, in reduction of their Class Principal Balance, until
      the
      Class Principal Balance of such Class has been reduced to zero;

     

    (9)
       to
      the
      Class B-2 Certificates, in reduction of their Class Principal Balance, until
      the
      Class Principal Balance of such Class has been reduced to zero;

     

    (10) to
      the
      Class B-3 Certificates, in reduction of their Class Principal Balance, until
      the
      Class Principal Balance of such Class has been reduced to zero; and

     

    (11) any
      remaining amount, for application as part of Excess Cashflow pursuant to Section
      6.05(e); and

     

    (ii)  for
      each
      Distribution Date occurring on or after the Stepdown Date and for which a
      Trigger Event is not in effect, as follows:

     

    (A)  for
      Pool
      2, for deposit into the Supplemental Interest Trust Account, an amount equal
      to
      the lesser
      of (1)
      the amount of any Net Swap Payment or Swap Termination Payment (to the extent
      not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty
      and
      (2) the Principal Remittance Amount for Pool 2 for such Distribution Date,
      to
      the extent not paid pursuant to Sections 6.05(b)(i) or 6.05(c)(i);

     

    (B)  for
      Pool
      1, for deposit into the Supplemental Interest Trust Account, an amount equal
      to
      the lesser
      of (1)
      the amount of any Net Swap Payment or Swap Termination Payment (to the extent
      not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty
      and
      (2) the Principal Remittance Amount for Pool 1 for such Distribution Date,
      to
      the extent not paid pursuant to Sections 6.05(b)(i), 6.05(c)(i) or
      6.05(d)(ii)(A);

     

    (C)  concurrently,
      to the
      Group 1 Certificates, as a group, the Group 2 Certificates, as a group, and
      the
      Subordinate Certificates, in proportion to the respective Class Principal
      Balances of such Certificates, in reduction of their respective Class Principal
      Balances, until the Class Principal Balance of each such Class has been reduced
      to zero; provided
      that
      distributions between the Group 1 Certificates and the Group 2 Certificates
      shall be allocated on the basis of the Group 1 Senior Principal Distribution
      Percentage and the Group 2 Senior Principal Distribution Percentage,
      respectively, and shall be made in accordance with the related Senior Priority;
      and

     

    
      
        
        

      

      
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    (D)  any
      remaining amount, for application as part of Excess Cashflow pursuant to Section
      6.05(e).

     

    (e)  On
      each
      Distribution Date, the Trustee shall distribute the Excess Cashflow, together
      with (to the extent specified below) amounts received in respect of the Cap
      Agreement for such Distribution Date and amounts on deposit in the Reserve
      Fund,
      in the following order of priority:

     

    (i)  to
      the
      extent of Excess Interest for such Distribution Date, for each Distribution
      Date
      occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date
      and
      for which a Trigger Event is in effect, until (after giving effect to
      distributions of principal made pursuant to Section 6.05(e) hereof for such
      Distribution Date) the aggregate Class Principal Balance of the Group 1
      Certificates and the LIBOR Certificates equals the Aggregate Pool Balance for
      such Distribution Date minus
      the
      Targeted Overcollateralization Amount for such Distribution Date, in the
      following order of priority:

     

    (A) concurrently,
      to the
      Group 1 Certificates, as a group, and the Group 2 Certificates, as a group,
      in
      proportion to the respective Class Principal Balances of such Certificates,
      in
      reduction of their respective Class Principal Balances, until the Class
      Principal Balance of each such Class has been reduced to zero; provided
      that
      distributions between the Group 1 Certificates and the Group 2 Certificates
      shall be allocated on the basis of the Group 1 Senior Principal Distribution
      Percentage and the Group 2 Senior Principal Distribution Percentage,
      respectively, and shall be made in accordance with the related Senior
      Priority;

     

    (B) to
      the
      Class M-1 Certificates, in reduction of their Class Principal Balance, until
      the
      Class Principal Balance of such Class has been reduced to zero;

     

    (C) to
      the
      Class M-2 Certificates, in reduction of their Class Principal Balance, until
      the
      Class Principal Balance of such Class has been reduced to zero;

     

    (D) to
      the
      Class M-3 Certificates, in reduction of their Class Principal Balance, until
      the
      Class Principal Balance of such Class has been reduced to zero;

     

    (E) to
      the
      Class M-4 Certificates, in reduction of their Class Principal Balance, until
      the
      Class Principal Balance of such Class has been reduced to zero;

     

    (F) to
      the
      Class B-1 Certificates, in reduction of their Class Principal Balance, until
      the
      Class Principal Balance of such Class has been reduced to zero; 

     

    (G) to
      the
      Class B-2 Certificates, in reduction of their Class Principal Balance, until
      the
      Class Principal Balance of such Class has been reduced to zero; and

     

    
      
        
        

      

      
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    (H) to
      the
      Class B-3 Certificates, in reduction of their Class Principal Balance, until
      the
      Class Principal Balance of such Class has been reduced to zero;

     

    (ii)  to
      the
      extent of Excess Interest for such Distribution Date, for each Distribution
      Date
      occurring on or after the Stepdown Date and for which a Trigger Event is not
      in
      effect, until (after giving effect to distributions of principal made pursuant
      to Section 6.05(d) hereof for such Distribution Date) the aggregate Class
      Principal Balance of the Group 1 Certificates and the LIBOR Certificates equals
      the Aggregate Pool Balance for such Distribution Date minus
      the
      Targeted Overcollateralization Amount for such Distribution Date, in the
      following order of priority:

     

    concurrently,
      to the
      Group 1 Certificates, as a group, the Group 2 Certificates, as a group, and
      the
      Subordinate Certificates, in proportion to the respective Class Principal
      Balances of such Certificates, in reduction of their respective Class Principal
      Balances, until the Class Principal Balance of each such Class has been reduced
      to zero; provided
      that
      distributions between the Group 1 Certificates and the Group 2 Certificates
      shall be allocated on the basis of the Group 1 Senior Principal Distribution
      Percentage and the Group 2 Senior Principal Distribution Percentage,
      respectively, and shall be made in accordance with the related Senior
      Priority;

     

    (iii)  to
      the
      extent of any amounts received in respect of the Cap Agreement for such
      Distribution Date, to the Reserve Fund, the amount of any Carryforward Interest
      remaining unpaid, and then from the Reserve Fund to the Group 1 Certificates
      and
      the LIBOR Certificates, for application pursuant to the priorities specified
      in
      Sections 6.05(b) and (c), any such unpaid Carryforward Interest for each such
      Class for such Distribution Date;

     

    (iv)  to
      the
      extent of any remaining amounts received in respect of the Cap Agreement for
      such Distribution Date, to the Reserve Fund, the amount of any Loss Amount
      for
      such Distribution Date, and then from the Reserve Fund to the Group 1
      Certificates and the LIBOR Certificates, in reduction of their respective Class
      Principal Balances, for application pursuant to the priorities specified in
      clause (i) or (ii), as applicable, of this Section 6.05(e), such Loss Amount
      for
      such Distribution Date;

     

    (v)  to
      the
      extent of any remaining amounts received in respect of the Cap Agreement for
      such Distribution Date, to the Reserve Fund, the amount of any Basis Risk
      Payment, and then from the Reserve Fund, together with any remaining Excess
      Interest for such Distribution Date, to the Group 1 Certificates and the LIBOR
      Certificates, for application pursuant to the priorities specified in Sections
      6.05(b) and (c), any Basis Risk Shortfall and Unpaid Basis Risk Shortfall for
      such Class for such Distribution Date;

     

    (vi)  to
      the
      extent of any remaining amounts received in respect of the Cap Agreement for
      such Distribution Date, to the Reserve Fund, the amount of any Deferred
      Principal Amount, and then from the Reserve Fund, together with any remaining
      Excess Interest for such Distribution Date, to the Subordinate Certificates,
      in
      order of seniority, any Deferred Principal Amount for each such Class for such
      Distribution Date;

     

    
      
        
        

      

      
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    (vii)     
      on
      the
      Distribution Date in November 2013, $100.00 to the Class P Certificates in
      reduction of the Class P Principal Amount;

     

    (viii)    
      to
      pay
      any up-front fee payable to any substitute Cap Provider as provided in Section
      6.13(d);

     

    (ix)  to
      the
      Supplemental Interest Trust Account, any Swap Termination Payment due to a
      Swap
      Counterparty Trigger Event;

     

    (x)       
      to
      the
      Supplemental Interest Trust Account, the sum of (A) any amounts remaining in
      the
      Reserve Fund after taking into account distributions pursuant to clauses (i)
      through (ix) above, in excess of the Reserve Fund Requirement for such
      Distribution Date, and (B) any amounts payable under the Cap Agreement and
      distributable to the Class X Certificates under Section 6.12(b), for application
      pursuant to Section 6.05(f)(x) below;

     

    (xi)  to
      the
      Supplemental Interest Trust Account, the Class X Distributable Amount for such
      Distribution Date, for application pursuant to Section 6.05(f)(x) below; and
      

     

    (xii)  to
      the
      Class RL Certificate, any remaining amount.

     

    (f)  On
      each
      Distribution Date (or, with respect to clauses (i), (ii) and (ix) below, on
      the
      related Swap Payment Date), the Trustee shall distribute the Swap Amount,
      together with any amounts deposited into the Supplemental Interest Trust Account
      pursuant to Sections 6.05(e)(ix) and (x) for such date as follows:

     

    (i)  to
      the
      Swap Counterparty, any Net Swap Payment owed to the Swap Counterparty pursuant
      to the Swap Agreement for such Swap Payment Date;

     

    (ii)  to
      the
      Swap Counterparty, any unpaid Swap Termination Payment not due to a Swap
      Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap
      Agreement for such Swap Payment Date;

     

    (iii)  to
      the
      Group 1 Certificates and the LIBOR Certificates, for application pursuant to
      the
      priorities specified in Sections 6.05(b) and (c), any unpaid Carryforward
      Interest for each such Class for such Distribution Date;

     

    (iv)  to
      the
      Group 1 Certificates and the LIBOR Certificates, in reduction of their
      respective Class Principal Balances, for application pursuant to the priorities
      specified in Section 6.05(e)(i) or (ii), as applicable, any unpaid Loss Amount
      for such Distribution Date;

     

    
      
        
        

      

      
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    (v)  to
      the
      Group 1 Certificates and the LIBOR Certificates, any unpaid Basis Risk
      Shortfalls and unpaid Unpaid Basis Risk Shortfalls for each such Class and
      for
      such Distribution Date, for application pursuant to the priorities specified
      in
      Sections 6.05(b) and (c);

     

    (vi)  to
      the
      Subordinate Certificates, in order of seniority, any Deferred Principal Amount
      for each such Class for such Distribution Date;

     

    (vii)  if
      applicable, to the Swap Termination Receipts Account for application to the
      purchase of a replacement swap agreement pursuant to Section 6.16;

     

    (viii)  to
      the
      Reserve Fund, any amounts necessary to achieve the Reserve Fund
      Requirement;

     

    (ix)  to
      the
      Swap Counterparty, any unpaid Swap Termination Payment due to a Swap
      Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap
      Agreement;

     

    (x)  to
      the
      Class X Certificates, any amount deposited into the Supplemental Interest Trust
      Account pursuant to Sections 6.05(e)(ix) or (x) and any remaining Swap Amount;
      and

     

    (xi)  on
      the
      first Distribution Date on which the Class Principal Amount of each Class of
      Certificates has been reduced to zero, to the Class X Certificates, all amounts
      remaining in the Supplemental Interest Trust Account.

     

    (g)  On
      each
      Distribution Date, the Trustee shall distribute from amounts remaining in the
      Reserve Fund after application pursuant to Section 6.05(e) the amount of any
      Loss Amount not distributed pursuant to Section 6.05(e)(iv), to the Group 1
      Certificates and the LIBOR Certificates, in reduction of their respective Class
      Principal Balances, for application pursuant to the priorities specified in
      clause (i) or (ii), as applicable, of Section 6.05(e).

     

    (h)  On
      each
      Distribution Date, the Trustee shall distribute the Class P Distribution Amount
      for such Distribution Date to the Class P Certificates.

     

    (i)  On
      the
      Termination Date, the Trustee shall distribute to each Class of Certificates
      the
      amounts set forth in Section 10.02 hereof
      in
      the following order of priority:

     

    (i)  The
      Trustee shall distribute the Class A-IO Termination Amount to the Class A-IO
      Certificates if the Trust Fund is terminated pursuant to Section
      10.02(a);

     

    (ii)  The
      Trustee shall distribute the amount of the Termination Price allocable to
      interest in the following order of priority:

     

    (A)  for
      deposit into the Supplemental Interest Trust Account, the amount of any Swap
      Termination Payment owed to the Swap Counterparty as a result of an optional
      purchase of the Mortgage Loans under Section 10.02(a);

     

    
      
        
        

      

      
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    (B)  to
      the
      Class A-IO Certificates, any accrued and unpaid interest on the outstanding
      Class Notional Balance thereof;

     

    (C)  concurrently,
      to the
      Group 1 Certificates and the Group 2 Certificates, in proportion to the
      respective Class Principal Balances of such Certificates, any accrued and unpaid
      interest on the respective outstanding Class Principal Balances thereof;


     

    (D)  to
      the
      Class M-1 Certificates, any accrued and unpaid interest on the outstanding
      Class
      Principal Balance thereof;

     

    (E)  
      to the
      Class M-2 Certificates, any accrued and unpaid interest on the outstanding
      Class
      Principal Balance thereof;

     

    (F)  to
      the
      Class M-3 Certificates, any accrued and unpaid interest on the outstanding
      Class
      Principal Balance thereof;

     

    (G)  to
      the
      Class M-4 Certificates, any accrued and unpaid interest on the outstanding
      Class
      Principal Balance thereof;

     

    (H)  to
      the
      Class B-1 Certificates, any accrued and unpaid interest on the outstanding
      Class
      Principal Balance thereof;

     

    (I)  to
      the
      Class B-2 Certificates, any accrued and unpaid interest on the outstanding
      Class
      Principal Balance thereof;

     

    (J)  to
      the
      Class B-3 Certificates, any accrued and unpaid interest on the outstanding
      Class
      Principal Balance thereof; and

     

    (K)  any
      remaining amount, for application as part of Excess Cashflow pursuant to Section
      6.05(e);

     

    (iii)  The
      Trustee shall distribute the amount of the Termination Price, as applicable,
      allocable to principal in the following order of priority:

     

    (A)  for
      deposit into the Supplemental Interest Trust Account, the amount of any Swap
      Termination Payment owed to the Swap Counterparty as a result of an optional
      purchase of the Mortgage Loans under Section 10.02(a), to the extent not paid
      pursuant to clause (ii)(A) of this Section 6.05(i);

     

    (B)  to
      the
      Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5, Class 2-A1, Class
      2-A2, Class 2-A3 and Class 2-A4 Certificates, in proportion to their respective
      Class Principal Balances, until the Class Principal Balance of each such Class
      has been reduced to zero;

     

    (C)  to
      the
      Class M-1 Certificates, until the Class Principal Balance of such Class has
      been
      reduced to zero;

     

    
      
        
        

      

      
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    (D)  
      to the
      Class M-2 Certificates, until the Class Principal Balance of such Class has
      been
      reduced to zero;

     

    (E)  to
      the
      Class M-3 Certificates, until the Class Principal Balance of such Class has
      been
      reduced to zero;

     

    (F)  to
      the
      Class M-4 Certificates, until the Class Principal Balance of such Class has
      been
      reduced to zero;

     

    (G)  to
      the
      Class B-1 Certificates, until the Class Principal Balance of such Class has
      been
      reduced to zero;

     

    (H)  to
      the
      Class B-2 Certificates, until the Class Principal Balance of such Class has
      been
      reduced to zero;

     

    (I)  to
      the
      Class B-3 Certificates, until the Class Principal Balance of such Class has
      been
      reduced to zero; and

     

    (J)  any
      remaining amount, for application as part of Excess Cashflow pursuant to Section
      6.05(e).

     

    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 Trustee in writing at least five Business Days prior to
      the
      Record Date immediately prior to such Distribution Date; provided
      that, a
      Certificateholder shall only be entitled to receive distributions by wire
      transfer if such Certificateholder is the registered Holder of Certificates
      having an initial aggregate principal amount equal to or in excess of $5,000,000
      or a Percentage Interest equal to or in excess of 25%; and in all other cases
      by
      check mailed to each such Certificateholder at such Holder’s address appearing
      in the Certificate Register.

     

    Section
      6.07.   Allocation
      of Losses.

     

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

     

    (i)  in
      reduction of the Class Principal Balance of the Class B-3 Certificates, until
      the Class Principal Balance thereof has been reduced to zero;

     

    (ii)  in
      reduction of the Class Principal Balance of the Class B-2 Certificates, until
      the Class Principal Balance thereof has been reduced to zero;

     

    (iii)  in
      reduction of the Class Principal Balance of the Class B-1 Certificates, until
      the Class Principal Balance thereof has been reduced to zero;

     

    
      
        
        

      

      
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    (iv)  in
      reduction of the Class Principal Balance of the Class M-4 Certificates, until
      the Class Principal Balance thereof has been reduced to zero;

     

    (v)  in
      reduction of the Class Principal Balance of the Class M-3 Certificates, until
      the Class Principal Balance thereof has been reduced to zero;

     

    (vi)  in
      reduction of the Class Principal Balance of the Class M-2 Certificates, until
      the Class Principal Balance thereof has been reduced to zero; and

     

    (vii)  in
      reduction of the Class Principal Balance of the Class M-1 Certificates, until
      the Class Principal Balance thereof has been reduced to zero.

     

    (b)  Any
      Realized Losses so allocated to a Class of Certificates shall be allocated
      among
      the Certificates 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 Certificate on the applicable
      Distribution Date.

     

    Section
      6.08.   Reports
      to Certificateholders.

     

    (a)  On
      each
      Distribution Date, concurrently with the distribution to the Certificateholders,
      the Trustee shall furnish to the Certificateholders, the Seller, the Depositor,
      the Swap Counterparty and each Rating Agency, a report, based solely on
      information provided to the Trustee by the Master Servicer and in the Master
      Servicer’s Monthly Report, containing the following information:

     

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

     

    (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 Certificates
      as
      of such Distribution Date together with the principal amount or notional amount
      of the Certificates of the related Class (based on a Certificate in the original
      principal amount or notional amount of $1,000) then outstanding, in each case
      after giving effect to any payment of principal on such Distribution
      Date;

     

    (v)  the
      level
      of LIBOR and the Interest Rates applicable to the LIBOR Certificates for such
      Distribution Date;

     

    (vi)  if
      applicable, a statement that interest distributable on one or more Classes
      of
      Certificates on such Distribution Date represents interest accrued on such
      Classes at a rate equal to the Pool 1 Available Funds Cap, the Pool 2 Available
      Funds Cap, the Subordinate Available Funds Cap, the A-IO(1) Component Available
      Funds Cap or the A-IO(2) Component Available Funds Cap, as
      applicable;

     

    
      
        
        

      

      
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    (vii)  the
      Aggregate Pool Balance, the Pool Balance of Pool 1 and the Pool Balance of
      Pool
      2 as of such Distribution Date;

     

    (viii)  the
      Overcollateralization Amount for such Distribution Date;

     

    (ix)  by
      Mortgage Pool and in the aggregate, the amount of any Delinquency Advances
      for
      such Distribution Date, and the amount of any Outstanding Advances in respect
      of
      Delinquency Advances remaining after such Distribution Date;

     

    (x)  the
      amount of any Purchase Prices deposited into the Collection
      Account;

     

    (xi)  by
      Mortgage Pool and in the aggregate, the amount of current and cumulative
      Realized Losses on the Mortgage Loans;

     

    (xii)  by
      Mortgage Pool and in the aggregate, the number of Mortgagor
      bankruptcies;

     

    (xiii)    
      by
      Mortgage Pool and in the aggregate, 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;

     

    (xiv)    
      the
      amount of any Realized Losses applied to any Class of Certificates on such
      Distribution Date;

     

    (xv)  the
      amount of any Basis Risk Shortfall and Unpaid Basis Risk Shortfall with respect
      to any Class of Certificates;

     

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

     

    (xvii)   
      the
      amount of Servicing Fees, the Master Servicing Fee, the Trustee Fee, the
      Custodian Fee and the Pool PMI Insurance Premium, if any, paid with respect
      to
      such Distribution Date; 

     

    (xviii)  
      the
      amount of any payments received under the Cap Agreement; and

     

    (xix)     
      the
      amount of any Net Swap Payment to the Supplemental Interest Trust made pursuant
      to Section 6.14, any Net Swap Payment to the Swap Counterparty made pursuant
      to
      Section 6.14, any Swap Termination Payment to the Supplemental Interest Trust
      made pursuant to Section 6.14 and any Swap Termination Payment to the Swap
      Counterparty made pursuant to Section 6.14.

     

    
      
        
        

      

      
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    Items
      (i)
      through (iii) above shall, with respect to the Certificates be presented on
      the
      basis of a Certificate having an original $1,000 denomination and on an
      aggregate basis. The Trustee shall make the information set forth above
      available each month to Certificateholders and the parties to this Agreement
      via
      the Trustee’s internet website initially located at www.usbank.com/abs.
      The
      Trustee shall provide such information by mail to any Certificateholder that
      requests paper copies. Each calendar year following any year during which the
      Certificates are outstanding, the Trustee shall furnish a report to each
      Certificateholder 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 Certificates for such calendar year.

     

    (b)  In
      addition, on each Distribution Date the Trustee will distribute to each
      Certificateholder (which shall be the Depository Trust Company as long as the
      Certificates are in book-entry form), the following information (based upon
      information provided to the 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 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 Trustee shall furnish to each Person that was
      a
      Certificateholder during the prior calendar year a statement showing the
      aggregate interest and the aggregate principal received by such Person with
      respect to the Certificates during the prior calendar year, together with any
      standard federal income tax reporting form for such information, and information
      furnished by the Trustee upon request pursuant to Section 6049(d)(7)(C) of
      the
      Code and the regulations promulgated thereunder to assist the Certificateholders
      in computing their market discount.

     

    Section
      6.09.   Presentation
      of Certificates.

     

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

     

    
      
        
        

      

      
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    Section
      6.10.   Compensating
      Interest.

     

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

     

    Section
      6.11.   Certain
      Provisions With Respect to the Cap Agreement.

     

    (a)  If
      the
      Master Servicer or the Trustee shall not have received a payment with respect
      to
      the Cap Agreement by the date on which such payment was due and payable pursuant
      to the terms thereof, the Trustee shall make demand upon the Cap Provider,
      as
      applicable, for immediate payment, and may, and at the direction of a majority
      (by Voting Rights) of the Certificateholders shall, take any available legal
      action, including the prosecution of any claims in connection therewith. The
      Depositor shall cooperate with the Trustee in connection with any such demand
      or
      action to the extent reasonably requested by the Trustee. The reasonable legal
      fees and expenses incurred by the Trustee in connection with the prosecution
      of
      any such legal action shall be reimbursable to the Trustee from the Trust
      Fund.

     

    (b)  The
      Cap
      Agreement shall be the property of the Trust Fund. 

     

    Section
      6.12.   The
      Reserve Fund.

     

    (a)  On
      the
      Closing Date, the Trustee shall establish and maintain, in its name, in trust
      for the benefit of the holders of the Group 1 Certificates and the LIBOR
      Certificates, the Reserve Fund into which the Sponsor shall deposit $1,000.
      In
      addition, the Trustee shall hold the Cap Agreement as an asset in the Reserve
      Fund. The Reserve Fund shall be an Eligible Account, and funds on deposit
      therein shall be held separate and apart from, and shall not be commingled
      with,
      any other moneys, including, without limitation, other moneys of the Trustee
      held pursuant to this Agreement.

     

    (b)  On
      each
      Distribution Date on which there is a payment received by the Trustee under
      the
      Cap Agreement that is based on a notional amount in excess of the aggregate
      Class Principal Balance of the Group 1 Certificates and the LIBOR Certificates
      (such amount, the “Class X Excess Cap Amount”), the
      Trustee shall not treat such payments
      as amounts on deposit in the Reserve
      Fund for purposes of determining the Reserve
      Fund Requirement
      for any
      Distribution Date. Any such Class X Excess Cap Amount shall not be an asset
      of
      the Trust Fund and, instead, shall be paid
      into
      and distributed out of a separate trust created by this Agreement for the
      benefit of the Class X Certificateholders, and the Trustee shall distribute
      such
      amount to the Class
      X
      Certificateholders pursuant
      to Section 6.05(f)(x).

     

    On
      each
      Distribution Date the Trustee shall deposit into and make withdrawals from
      the
      Reserve Fund to make distributions in the order of priority and to the extent
      specified in Section 6.05(e) and (g) of this Agreement of the sum of (without
      duplication) (i) any payments made by the Cap Provider to the Trust Fund for
      such Distribution Date with respect to the Cap Agreement, (ii) any amounts
      then
      on deposit in the Reserve Fund, including any earnings thereon, in respect
      of
      the Cap Agreement, (iii) any amounts in respect of Basis Risk Shortfalls and
      Unpaid Basis Risk Shortfalls, (iv) any amounts in respect of Loss Amounts and
      (v) any amounts in respect of Deferred Principal Amounts. On each Distribution
      Date, any amounts that the Trustee is not required to distribute from the
      Reserve Fund pursuant to Section 6.05(e) and (g) of this Agreement shall remain
      on deposit in the Reserve Fund and shall be invested as provided in this
      Agreement. All such deposits into and withdrawals from the Reserve Fund shall
      be
      based upon information received from the Master Servicer.

     

    
      
        
        

      

      
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    (c)  The
      Class
      X Certificates shall evidence ownership of the Reserve Fund for federal income
      tax purposes.

     

    Section
      6.13.   Substitution
      of Cap Providers.

     

    (a)  The
      Trustee, on behalf of the Trust Fund, shall maintain in effect Cap Agreements,
      on substantially the same terms and conditions as the related Cap Agreement
      in
      effect on the Closing Date, with Cap Providers or substitute Cap Providers
      (1)
      whose long-term senior unsecured debt obligations are rated at least "Aa3"
      by
      Moody's and at least "AA-" by S&P and whose short-term unsecured debt
      obligations are rated at least "A-1" by S&P or (2) with respect to any such
      substitute Cap Provider not rated at least "Aa3" by Moody's and at least "AA-"
      by S&P, a Cap Provider whose obligations in respect of any Cap Agreement are
      absolutely and unconditionally guaranteed by an Affiliate of such Cap Provider,
      so long as such Affiliate's long-term senior unsecured debt obligations are
      rated at least "A1" by Moody's and so long as such Affiliate's short-term
      unsecured debt obligations are rated at least "A-1" by S&P.

     

    (b)  At
      any
      time when the Trustee, on behalf of the Trust Fund, is permitted to terminate
      a
      Cap Agreement pursuant to the terms of such Cap Agreement (whether due to the
      occurrence of an event of default, a termination event or otherwise), the
      Trustee, on behalf of the Trust Fund, shall terminate such Cap Agreement (i)
      subject to satisfaction of the Ratings Requirement or (ii) at the written
      direction of the Rating Agencies; provided
      that
      prior to or simultaneously with any termination of the Cap Agreement by the
      Trustee as a result of any downgrade of the ratings of the Cap Provider or
      the
      Credit Support Provider, the Trustee, on behalf of the Trust Fund, shall have
      entered into a substitute Cap Agreement in accordance with written notice from
      the Depositor provided pursuant to Section 6.13(c).

     

    (c)  In
      the
      event of an early termination of a Cap Agreement, the Trustee, on behalf of
      the
      Trust Fund, shall enter into a substitute Cap Agreement (i) within 20 days
      after
      the termination of such existing Cap Agreement or (ii) prior to or
      simultaneously with the termination of the existing Cap Agreement as described
      in the proviso to Section 6.13(b), with a substitute counterparty meeting the
      eligibility requirements set forth in Section 6.13(a) hereof. The Depositor,
      on
      behalf of the Trust Fund, shall send written notice to the Trustee and the
      Rating Agencies as promptly as practicable prior to termination of the existing
      Cap Agreement, identifying a proposed counterparty with respect to the
      substitute Cap Agreement. Any proposed substitute counterparty shall be subject
      to the prior written approval of the Rating Agencies. 

     

    (d)  Any
      up-front fee payable to a replacement Cap Provider or other cost or expense
      associated with the Trustee entering into a new Cap Agreement pursuant to this
      Section 6.13 shall be payable by or on behalf of the Trust Fund from any payment
      received under the terminated Cap Agreement; provided,
      however,
      if such
      amount received is not sufficient to pay such up-front fee, the difference
      shall
      be paid pursuant to Section 6.05(e)(viii).

     

    
      
        
        

      

      
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    (e)  Promptly
      upon termination of a Cap Agreement, the Trustee shall mail notice thereof
      by
      first-class mail, postage prepaid, to each Rating Agency and the
      Certificateholders at their last addresses appearing upon the Certificate
      Register.

     

    Section
      6.14.   Supplemental
      Interest Trust.

     

    (a)  A
      separate trust is hereby established (the “Supplemental Interest Trust”), the
      corpus of which shall be held by the Trustee, in trust, for the benefit of
      the
      Certificateholders. The Trustee, as trustee of the Supplemental Interest Trust,
      shall establish an account (the “Supplemental Interest Trust Account”), into
      which the Sponsor shall initially deposit $1,000. The Supplemental Interest
      Trust Account shall be an Eligible Account, and funds on deposit therein shall
      be held separate and apart from, and shall not be commingled with, any other
      monies, including, without limitation, other monies of the Trustee held pursuant
      to this Agreement. 

     

    (b)  The
      Trustee shall deposit into the Supplemental Interest Trust Account any Net
      Swap
      Payment required pursuant to Sections 6.05(b), (c) and (e), any Swap Termination
      Payment required pursuant to Sections 6.05(b), (c), (e) and (i) and any amounts
      received from the Swap Counterparty under the Swap Agreement, and shall
      distribute from the Supplemental Interest Trust Account any Net Swap Payment
      required pursuant to Section 6.05(f)(i) or Swap Termination Payment required
      pursuant to Sections 6.05(f)(ii) or (ix), as applicable. 

     

    (c)  Funds
      in
      the Supplemental Interest Trust Account shall be invested in Eligible
      Investments. Any earnings on such amounts shall be distributed on each
      Distribution Date pursuant to Section 6.05(f). The Class X Certificates shall
      evidence ownership of the Supplemental Interest Trust Account for federal income
      tax purposes and the Holder thereof shall direct the Trustee, in writing, as
      to
      investment of amounts on deposit therein. The Sponsor shall be liable for any
      losses incurred on such investments. In the absence of written instructions
      from
      the Class X Certificateholders as to investment of funds on deposit in the
      Supplemental Interest Trust Account, such funds shall be invested in the Class
      A
      First American Government Obligations Fund or comparable investment vehicle.
      Any
      amounts on deposit in the Supplemental Interest Trust Account in excess of
      the
      Swap Amount on any Distribution Date shall be held for distribution pursuant
      to
      Section 6.05(f), on the following Distribution Date.

     

    (d)  Upon
      termination of the Trust Fund, any amounts remaining in the Supplemental
      Interest Trust Account shall be distributed pursuant to the priorities set
      forth
      in Section 6.05(f).

     

    (e)  It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Supplemental Interest Trust be disregarded
      as
      an entity separate from the Holder of the Class X Certificates unless and until
      the date when either (a) there is more than one Holder of the Class X
      Certificates or (b) any Class of Certificates in addition to the Class X
      Certificates is recharacterized as an equity interest in the Supplemental
      Interest Trust for federal income tax purposes. Neither the Master Servicer
      nor
      the Trustee shall be responsible for any entity level tax reporting for the
      Supplemental Interest Trust.

     

    
      
        
        

      

      
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    (f)  To
      the
      extent that the Supplemental Interest Trust is determined to be a separate
      legal
      entity from the Trustee, any obligation of the Trustee under the Swap Agreement
      shall be deemed to be an obligation of the Supplemental Interest
      Trust.

     

    Section
      6.15.   Rights
      of Swap Counterparty.

     

    The
      Swap
      Counterparty shall be deemed a third-party beneficiary of this Agreement to
      the
      same extent as if it were a party hereto and shall have the right, upon
      designation of an “Early Termination Date” (as defined in the Swap Agreement),
      to enforce its rights under this Agreement, which rights include but are not
      limited to the obligation of the Trustee (A) to deposit any Net Swap Payment
      required pursuant to Sections 6.05(b), (c) and (e), and any Swap Termination
      Payment required pursuant to Sections 6.05(b), (c), (e) and (i), into the
      Supplemental Interest Trust Account, (B) to pay any Net Swap Payment required
      pursuant to Section 6.05(f), or Swap Termination Payment required pursuant
      to
      Sections 6.05(f) to the Swap Counterparty and (C) to establish and maintain
      the
      Supplemental Interest Trust Account, to make such deposits thereto, investments
      therein and distributions therefrom as are required pursuant to Section 6.14.
      For the protection and enforcement of the provisions of this Section the Swap
      Counterparty shall be entitled to such relief as can be given either at law
      or
      in equity.

     

    Section
      6.16.   Swap
      Termination Receipts.

     

    In
      the
      event of an “Early Termination Event” as defined under the Swap Agreement, (i)
      any Swap Termination Payment made by the Swap Counterparty to the Supplemental
      Interest Trust Account and paid pursuant to Section 6.05(f)(vii) (“Swap
      Termination Receipts”) will be deposited in a segregated non-interest bearing
      account which shall be an Eligible Account established by the Trustee (the
“Swap
      Termination Receipts Account”) and (ii) any amounts received from a replacement
      Swap Counterparty (“Swap Replacement Receipts”) will be deposited in a
      segregated non-interest bearing account which shall be an Eligible Account
      established by the Trustee (the “Swap Replacement Receipts Account”). The
      Trustee shall invest, or cause to be invested, funds held in the Swap
      Termination Receipts Account and the Swap Replacement Receipts Account in time
      deposits of the Trustee as permitted by clause (ii) of the definition of
      Eligible Investments or as otherwise directed in writing by the Required
      Certificateholders. All such investments must be payable on demand or mature
      on
      a Swap Payment Date, a Distribution Date or such other date as directed by
      the
      Required Certificateholders. All such Eligible Investments will be made in
      the
      name of the Trustee of the Supplemental Interest Trust (in its capacity as
      such)
      or its nominee. All income and gain realized from any such investment shall
      be
      deposited in the Swap Termination Receipts Account or the Swap Replacement
      Receipts Account, as applicable, and all losses, if any, shall be borne by
      the
      related account. 

     

    Unless
      otherwise permitted by the Rating Agencies as evidenced in a written
      confirmation, the Depositor shall arrange for replacement Swap Agreement(s)
      and
      the Trustee shall promptly, with the assistance and cooperation of the
      Depositor, use amounts on deposit in the Swap Termination Receipts Account,
      if
      necessary, to enter into replacement Swap Agreement(s) which shall be executed
      and delivered by the Trustee on behalf of the Supplemental Interest Trust upon
      receipt of written confirmation from each Rating Agency that such replacement
      Swap Agreement(s) will not result in the reduction or withdrawal of the rating
      of any outstanding Class of Certificates with respect to which it is a Rating
      Agency. 

     

    
      
        
        

      

      
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    Amounts
      on deposit in the Swap Replacement Receipts Account shall be held for the
      benefit of the related Swap Counterparty and paid to such Swap Counterparty
      if
      the Supplemental Interest Trust is required to make a payment to such Swap
      Counterparty following an event of default or termination event with respect
      to
      the Supplemental Interest Trust under the related Swap Agreement. Any amounts
      not so applied shall, following the termination or expiration of such Swap
      Agreement, be paid to the Class X Certificates.

     

    ARTICLE
      VII

     

    REMEDIES

     

    Section
      7.01.   Limitation
      on Suits.

     

    No
      Certificateholder 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:

     

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

     

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

     

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

     

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

     

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

     

    it
      being
      understood and intended that no one or more Certificateholders 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
      Certificateholders, or to obtain or to seek to obtain priority or preference
      over any other Certificateholders or to enforce any right under this Agreement,
      except in the manner herein provided and for the ratable benefit of all the
      Certificateholders as provided herein.

     

    
      
        
        

      

      
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    Notwithstanding
      anything to the contrary herein, no Certificateholder, solely by virtue of
      its
      status as a Certificateholder, shall have any right by virtue of or by availing
      itself of any provision of this Agreement to institute any suit, action or
      proceeding in equity or at law against FHA or HUD upon or under or with respect
      to any policy of FHA Insurance applicable to a Mortgage Loan or any purported
      rights thereunder. All such direct rights against FHA or HUD shall be held
      by
      the Trustee as the designated mortgagee of record with respect to the FHA
      Mortgage Loans and shall include, without limitation, the right to enforce
      such
      policy of FHA Insurance against FHA or HUD and require the payment by FHA or
      HUD
      of any amount due thereunder.

     

    Section
      7.02.   Restoration
      of Rights and Remedies.

     

    If
      the
      Trustee or any Certificateholder 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 Trustee
      or
      to such Certificateholder, then and in every such case, subject to any
      determination in such proceeding, the Seller, the Trustee and the
      Certificateholders shall be restored severally and respectively to their former
      positions hereunder and thereafter all rights and remedies of the Trustee and
      the Certificateholders 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 Trustee or to the
      Certificateholders 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 Trustee or of any Certificateholder 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 Trustee or to the Certificateholders may be exercised from
      time
      to time, and as often as may be deemed expedient, as permitted under the terms
      hereof, by the Trustee or by the Certificateholders, as the case may
      be.

     

    Section
      7.05.   Control
      by Certificateholders.

     

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

     

    
      
        
        

      

      
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    (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 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
      Certificateholders;
      provided, however,
      that if
      the payment within a reasonable time to the 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 Trustee, not reasonably assured to the Trustee by the
      Certificate afforded to it by the terms of this Agreement, the 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 Certificateholders requesting the
      investigation.

     

    Section
      7.06.   Waiver
      of Past Defaults.

     

    The
      Required Certificateholders may on behalf of the Certificateholders of all
      the
      Certificates 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 Certificateholder by the acceptance
      of
      a Certificate 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 Trustee for any action taken,
      suffered or omitted by it as 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 Trustee, by the Master Servicer,
      by
      any Certificateholder or group of Certificateholders holding in the aggregate
      more than 10% of the Voting Rights of the outstanding Certificates, or to any
      suit instituted by any Certificateholder for the enforcement of the payment
      of
      any principal of or interest on any Certificate.

     

    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 Trustee, but will suffer and permit the execution of every such
      power as though no such law had been enacted.

     

    
      
        
        

      

      
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    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 Trustee,
      the
      Holder of any Certificate 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 Trustee and the
      Holders of each Certificate 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 Trust Fund, the Master Servicer,
      the Trustee or any Certificateholder 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.

     

    Section
      8.03.   Relationship
      of Master Servicer.

     

    The
      relationship of the Master Servicer (and of any Successor Master Servicer under
      this Agreement) to the Trustee 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 Trustee 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 Trust Fund,
      the Trustee 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 Trust Fund, the Depositor or the 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.

     

    
      
        
        

      

      
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    (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 Trustee,
      with respect to the acts or omissions of the Master Servicer while it acted
      as
      Master Servicer.

     

    ARTICLE
      IX

     

    CONCERNING
      THE TRUSTEE

     

    Section
      9.01.   Duties
      of Trustee.

     

    (a)  If
      an
      Event of Master Servicer Default has occurred and is continuing, the Trustee
      shall exercise the rights and powers vested in it by this Agreement and use
      the
      same degree of care and skill in its exercise as a prudent person would exercise
      or use under the circumstances in the conduct of such person’s own
      affairs.

     

    (b)  Except
      during the continuance of an Event of Master Servicer Default:

     

    (i)        
      the
      Trustee undertakes to perform such duties and only such duties as are
      specifically set forth in this Agreement and shall not be liable except for
      the
      performance of such duties and obligations as are specifically set forth in
      this
      Agreement and no implied covenants or obligations shall be read into this
      Agreement against the Trustee; and

     

    (ii)       
      in
      the
      absence of bad faith on its part, the Trustee may conclusively rely, as to
      the
      truth of the statements and the correctness of the statements or opinions
      expressed therein, upon certificates or opinions furnished to the Trustee and
      on
      their face conforming to the requirements of this Agreement; however, the
      Trustee shall examine the certificates and opinions to determine whether or
      not
      they conform on their face to the requirements of this Agreement.

     

    (c)  The
      Trustee may not be relieved from liability for its own negligent action, its
      own
      negligent failure to act or its own willful misconduct, except
      that:

     

    (i)        
      this
      paragraph does not limit the effect of paragraph (b) of this
      Section;

     

    
      
        
        

      

      
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    (ii)        the
      Trustee shall not be liable for any error of judgment made in good faith by
      a
      Responsible Officer unless it is proved that the Trustee was negligent in
      ascertaining the pertinent facts; and

     

    (iii)  the
      Trustee shall not be required to take notice or be deemed to have notice or
      knowledge of any default or Event of Master Servicer Default, unless a
      Responsible Officer of the Trustee obtains actual knowledge or written notice
      of
      such default or Event of Master Servicer Default. In the absence of such actual
      knowledge or notice, the Trustee may conclusively assume that there is no
      default or Event of Master Servicer Default.

     

    (d)  Every
      provision of this Agreement that in any way relates to the Trustee is subject
      to
      paragraphs (a), (b), (c) and (g) of this Section.

     

    (e)  The
      Trustee shall not be liable for indebtedness evidenced by or arising under
      any
      of the Basic Documents, including principal of or interest on the Certificates,
      or interest on any money received by it except as the Trustee may agree in
      writing.

     

    (f)  Money
      held in trust by the Trustee need not be segregated from other funds except
      to
      the extent required by law or the terms of this Agreement.

     

    (g)  No
      provision of this Agreement shall require the Trustee to expend, advance or
      risk
      its own funds or otherwise incur financial liability in the performance of
      any
      of its duties hereunder or in the exercise of any of its rights or powers,
      if it
      shall have reasonable grounds to believe that repayment of such funds or
      adequate indemnity against such risk or liability is not reasonably assured
      to
      it provided,
      however,
      that the
      Trustee shall not refuse or fail to perform any of its duties hereunder solely
      as a result of nonpayment of its normal fees and expenses.

     

    (h)  Every
      provision of this Agreement or any Basic Document relating to the conduct or
      affecting the liability of or affording protection to the Trustee shall be
      subject to the provisions of this Section and Section 9.02.

     

    (i)  The
      Trustee shall execute and deliver this Agreement, the Servicing Agreements,
      the
      Cap Agreement, the Swap Agreement and such other documents and instruments
      as
      shall be necessary or appropriate in accordance with its duties and obligations
      hereunder, including without limitation, any agreement relating to any Pool
      PMI
      Insurance Policy.

     

    Section
      9.02.   Certain
      Matters Affecting the Trustee.

     

    (a)  The
      Trustee, and any director, officer, employee or agent of the 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. The Trustee may rely on any document believed by it to be genuine
      and
      to have been signed or presented by the proper person. The Trustee need not
      investigate any fact or matter stated in the document.

     

    (b)  Before
      the Trustee acts or refrains from acting, it may require an Officer’s
      Certificate or an Opinion of Counsel, which shall not be at the expense of
      the
      Trustee. The Trustee shall not be liable for any action it takes or omits to
      take in good faith in reliance on an Officer’s Certificate or Opinion of
      Counsel. The right of the Trustee to perform any discretionary act enumerated
      in
      this Agreement or in any Basic Document shall not be construed as a duty and
      the
      Trustee shall not be answerable for other than its negligence or willful
      misconduct in the performance of such act.

     

    
      
        
        

      

      
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    (c)  The
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or by or through agents or attorneys or a custodian
      or
      nominee.

     

    (d)  The
      Trustee shall not be liable for any action it takes or omits to take in good
      faith which it believes to be authorized or within its rights or powers;
provided
      that the
      Trustee’s conduct does not constitute willful misconduct, negligence or bad
      faith.

     

    (e)  The
      Trustee may consult with counsel, and any Opinion of Counsel with respect to
      legal matters relating to this Agreement, any Basic Document and the
      Certificates shall be full and complete authorization and protection from
      liability in respect to any action taken, omitted or suffered by it hereunder
      in
      good faith and in accordance with any Opinion of Counsel of such
      counsel.

     

    (f)  In
      the
      event that the Trustee is also acting as Certificate Registrar hereunder or
      under any Basic Document, the rights and protections afforded to the Trustee
      pursuant to this Article Six shall be afforded to such Certificate
      Registrar.

     

    Section
      9.03.   Trustee’s
      Disclaimer.

     

    The
      Trustee shall not be responsible for and makes no representation as to the
      validity or adequacy of any of the Basic Documents, the assets of the Trust
      Fund, the assets of the Supplemental Interest Trust or the Certificates; it
      shall not be accountable for the Depositor’s use of the proceeds from the
      Certificates, and it shall not be responsible for any statement of the
      Depositor, the Master Servicer, a Servicer or the Swap Counterparty in this
      Agreement, any other Basic Documents or in any document issued in connection
      with the sale of the Certificates or in the Certificates other than the
      Trustee’s certificate of authentication.

     

    Section
      9.04.   Trustee
      May Own Certificates.

     

    The
      Trustee in its individual or any other capacity may become the owner or pledgee
      of Certificates with the same rights as it would have if it were not the
      Trustee.

     

    Section
      9.05.   Compensation
      and Indemnity.

     

    The
      Trustee shall be entitled, as compensation for its services as trustee, to
      the
      Trustee Fee, and for its services as custodian, to the Custodian Fee, as
      provided herein. The Trustee’s compensation shall not be limited by any law on
      compensation of a trustee of an express trust. The Trustee shall be reimbursed
      subject to Section 9.10 hereof from the Trust Fund, as provided in this
      Agreement, for all reasonable expenses incurred or made by it under this
      Agreement, including costs of collection, in addition to the compensation for
      its services (as provided in this Agreement). Such expenses shall include the
      reasonable compensation and expenses, disbursements and advances of the
      Trustee’s agents, counsel, accountants and experts.

     

    
      
        
        

      

      
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    The
      Trust
      Fund shall indemnify the Trustee and the Trustee’s employees, directors and
      agents, as provided in the this Agreement, against any and all claim, loss,
      liability or expense (including attorneys’ fees) incurred by it in connection
      with the administration of this trust, the Reserve Fund and the Supplemental
      Interest Trust, and the performance of its duties hereunder or under any Basic
      Document (to the extent not previously reimbursed above), including, without
      limitation, the execution and filing of any federal or state tax returns and
      information returns and being the mortgagee of record with respect to the
      Mortgage Loans. The Trustee shall notify the Depositor promptly of any claim
      for
      which it may seek indemnity. Failure by the Trustee to so notify the Depositor
      shall not relieve the Trust Fund of its obligations hereunder. The Trustee
      may
      have separate counsel and the fees and expenses of such counsel shall be paid
      from the Trust Fund. The Trust Fund shall not be required to reimburse any
      expense or indemnify against any loss, liability or expense incurred by the
      Trustee through the Trustee’s own willful misconduct, negligence or bad
      faith.

     

    The
      Trustee’s rights pursuant to this Section shall survive the discharge of this
      Agreement.

     

    Section
      9.06.   Replacement
      of Trustee.

     

    No
      resignation or removal of the Trustee and no appointment of a successor Trustee
      shall become effective until the acceptance of appointment by the successor
      Trustee pursuant to this Section. The Trustee may resign at any time by giving
      90 days’ written notice thereof to the Master Servicer, the Depositor, each
      Certificateholder, each Rating Agency and the Swap Counterparty. The Depositor
      shall remove the Trustee if:

     

    (i)        
      the
      Trustee fails to comply with Section 9.09;

     

    (ii)       
      the
      Trustee is adjudged bankrupt or insolvent;

     

    (iii)  a
      receiver or other public officer takes charge of the Trustee or its property;
      or

     

    (iv)  the
      Trustee otherwise becomes incapable of acting.

     

    If
      the
      Trustee resigns or is removed or if a vacancy exists in the office of the
      Trustee for any reason (the Trustee in such event being referred to herein
      as
      the retiring Trustee), the Depositor shall promptly appoint a successor Trustee
      that satisfies the eligibility requirements of Section 9.09.

     

    The
      resigning or removed Trustee agrees to cooperate with the Master Servicer and
      any successor Trustee in effecting the termination of the resigning or removed
      Trustee’s responsibilities and rights hereunder and shall promptly provide such
      successor Trustee all documents and records reasonably requested by it to enable
      it to assume the Trustee’s functions hereunder.

     

    A
      successor Trustee shall deliver a written acceptance of its appointment to
      the
      retiring Trustee and to the Depositor. Thereupon the resignation or removal
      of
      the retiring Trustee shall become effective, and the successor Trustee shall
      have all the rights, powers and duties of the Trustee under this Agreement.
      The
      successor Trustee shall mail a notice of its succession to Certificateholders.
      The retiring Trustee shall promptly transfer all property held by it as Trustee
      to the successor Trustee.

     

    
      
        
        

      

      
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    If
      a
      successor Trustee does not take office within 30 days after the retiring Trustee
      resigns or is removed, the retiring Trustee, the Depositor or the Required
      Certificateholders may petition any court of competent jurisdiction for the
      appointment of a successor Trustee.

     

    If
      the
      Trustee fails to comply with Section 9.09, any Certificateholder may petition
      any court of competent jurisdiction for the removal of the Trustee and the
      appointment of a successor Trustee.

     

    Section
      9.07.   Successor
      Trustee by Merger.

     

    If
      the
      Trustee consolidates with, merges or converts into, or transfers all or
      substantially all its corporate trust business or assets to, another corporation
      or banking association, the resulting, surviving or transferee corporation
      without any further act shall be the successor Trustee; provided
      that
      such corporation or banking association shall be otherwise qualified and
      eligible under Section 9.09. The Trustee shall provide each Rating Agency prior
      written notice of any such transaction.

     

    In
      case
      at the time such successor or successors by merger, conversion or consolidation
      to the Trustee shall succeed to the trusts created by this Agreement any of
      the
      Certificates shall have been authenticated but not delivered, any such successor
      to the Trustee may adopt the certificate of authentication of any predecessor
      trustee and deliver such Certificates so authenticated; and in case at that
      time
      any of the Certificates shall not have been authenticated, any successor to
      the
      Trustee may authenticate such Certificates either in the name of any predecessor
      hereunder or in the name of the successor to the Trustee; and in all such cases
      such certificates shall have the full force which it is anywhere in the
      Certificates or in this Agreement provided that the certificate of the Trustee
      shall have.

     

    Section
      9.08.   Appointment
      of Co-Trustee or Separate Trustee.

     

    (a)  Notwithstanding
      any other provisions of this Agreement, at any time, for the purpose of meeting
      any legal requirement of any jurisdiction in which any part of the Trust Fund
      may at the time be located, the Trustee shall have the power and may execute
      and
      deliver all instruments to appoint one or more Persons to act as a co-trustee
      or
      co-trustees, or separate trustee or separate trustees, of all or any part of
      the
      Trust Fund and to vest in such Person or Persons, in such capacity and for
      the
      benefit of the Certificateholders, such title to the Trust Fund, or any part
      hereof, and, subject to the other provisions of this Section, such powers,
      duties, obligations, rights and trusts as the Trustee may consider necessary
      or
      desirable. No co-trustee or separate trustee hereunder shall be required to
      meet
      the terms of eligibility as a successor trustee under Section 9.09 and no notice
      to Certificateholders of the appointment of any co-trustee or separate trustee
      shall be required under Section 9.06 hereof.

     

    (b)  Every
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and
      conditions:

     

    
      
        
        

      

      
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    (i)  all
      rights, powers, duties and obligations conferred or imposed upon the Trustee
      shall be conferred or imposed upon and exercised or performed by the Trustee
      and
      such separate trustee or co-trustee jointly (it being understood that such
      separate trustee or co-trustee is not authorized to act separately without
      the
      Trustee joining in such act), except to the extent that under any law of any
      jurisdiction in which any particular act or acts are to be performed the Trustee
      shall be incompetent or unqualified to perform such act or acts, in which event
      such rights, powers, duties and obligations (including the holding of title
      to
      the Trust Fund or any portion thereof in any such jurisdiction) shall be
      exercised and performed singly by such separate trustee or co-trustee, but
      solely at the direction of the Trustee;

     

    (ii)  no
      trustee hereunder shall be personally liable by reason of any act or omission
      of
      any other trustee hereunder; and

     

    (iii)  the
      Trustee may at any time accept the resignation of or remove any separate trustee
      or co-trustee.

     

    (c)  Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then separate trustees and co-trustees, as effectively
      as if given to each of them. Every instrument appointing any separate trustee
      or
      co-trustee shall refer to this Agreement and the conditions of this Article
      Six.
      Each separate trustee and co-trustee, upon its acceptance of the trusts
      conferred, shall be vested with the estates or property specified in its
      instrument of appointment, either jointly with the Trustee or separately, as
      may
      be provided therein, subject to all the provisions of this Agreement,
      specifically including every provision of this Agreement relating to the conduct
      of, affecting the liability of, or affording protection to, the Trustee. Every
      such instrument shall be filed with the Trustee.

     

    (d)  Any
      separate trustee or co-trustee may at any time constitute the Trustee, its
      agent
      or attorney-in-fact with full power and authority, to the extent not prohibited
      by law, to do any lawful act under or in respect of this Agreement on its behalf
      and in its name. If any separate trustee or co-trustee shall die, become
      incapable of acting, resign or be removed, all of its estates, properties,
      rights, remedies and trusts shall vest in and be exercised by the Trustee,
      to
      the extent permitted by law, without the appointment of a new or successor
      trustee.

     

    Section
      9.09.   Eligibility;
      Disqualification.

     

    The
      Trustee (or any Affiliate of the Trustee, in the case of (iv) below) shall
      at
      all times (i) have a combined capital and surplus of at least $100,000,000
      as
      set forth in its most recent published annual report of condition, (ii) have
      a
      long term deposit rating of at least A or the equivalent by each Rating Agency,
      (iii) not be an Affiliate of the Depositor or the Master Servicer or any
      Servicer, (iv) be an FHA Approved Mortgagee and be qualified to own and hold
      VA
      Mortgage Loans, (v) be in compliance with all applicable Regulations, (vi)
      be a
      corporation or association organized and doing business under the laws of the
      United States or any State thereof, (vii) be authorized to exercise corporate
      trust powers and (viii) be subject to supervision or examination by a federal
      or
      state authority. In case at any time the Trustee shall cease to be eligible
      in
      accordance with provisions of this Section, the Trustee shall resign immediately
      in the manner and with the effect specified in Section 9.06.

     

    
      
        
        

      

      
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    Section
      9.10.   Fees
      and Expenses.

     

    On
      each
      Distribution Date, the Trustee shall be entitled to withdraw from the
      Certificate Distribution Account, pursuant to Section 6.04(c) hereof, the
      Trustee Fee and the Custodian Fee. In addition, the Trustee and any co-trustee
      are entitled to reimbursement from the Collection Account, in accordance with
      Section 4.08(ix) of this Agreement, for all reasonable expenses, disbursements
      and advances incurred or made by the Trustee or any co-trustee in accordance
      with any provisions of this Agreement (including the reasonable compensation
      and
      the expenses and disbursements of its counsel and of all persons not regularly
      in its employ, and the expenses incurred by the Trustee or any co-trustee in
      connection with the appointment of an office or agency pursuant to Section
      9.08
      hereof) except any such expense, disbursement or advance as may arise from
      its
      negligence, bad faith or willful misconduct; provided,
      however,
      that
      the Trustee’s reimbursable fees and expenses may not exceed $100,000 during any
      Anniversary Year. In the event that the Trustee incurs reimbursable fees and
      expenses in excess of $100,000, it may seek reimbursement for such amounts
      in
      subsequent Anniversary Years, but in no event shall more than $100,000 be
      reimbursed to the Trustee per Anniversary Year.

     

    Section
      9.11.   Representations
      and Warranties.

     

    The
      Trustee hereby represents and covenants that:

     

    (i)  the
      Trustee is duly organized and validly existing as a national banking association
      in good standing under the laws of the United States with power and authority
      to
      own its properties and to conduct its business as such properties are currently
      owned and such business is presently conducted;

     

    (ii)  the
      Trustee has the power and authority to execute and deliver this Agreement and
      to
      carry out its terms; and the execution, delivery and performance of this
      Agreement have been duly authorized by the Trustee by all necessary corporate
      action;

     

    (iii)  the
      consummation of the transactions contemplated by this Agreement and the
      fulfillment of the terms hereof do not conflict with, result in any breach
      of
      any of the terms and provisions of, or constitute (with or without notice or
      lapse of time) a default under the articles of organization or bylaws of the
      Trustee or any agreement or other instrument to which the Trustee is a party
      or
      by which it is bound;

     

    (iv)  to
      the
      Trustee’s best knowledge, there are no proceedings or investigations pending or
      threatened before any court, regulatory body, administrative agency or other
      governmental instrumentality having jurisdiction over the Trustee or its
      properties: (i) asserting the invalidity of this Agreement, (ii) seeking to
      prevent the consummation of any of the transactions contemplated by this
      Agreement or (iii) seeking any determination or ruling that might materially
      and
      adversely affect the performance by the Trustee of its obligations under, or
      the
      validity or enforceability of, this Agreement; and

     

    (v)  the
      Trustee is an FHA Approved Mortgagee and is qualified to own and hold VA
      Mortgage Loans, shall at all times maintain such status, and shall, at its
      own
      expense, maintain compliance with all applicable Regulations.

     

    
      
        
        

      

      
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    Section
      9.12.   Trustee
      Exchange Act Reporting Requirements.

     

    Notwithstanding
      any other provision of this Agreement, the Trustee
      shall
      (i)
      agree to such modifications and enter into such amendments to this Agreement
      as
      may be reasonably necessary for the Depositor to comply with any rules
      promulgated by the Commission and any interpretations thereof by the staff
      of
      the Commission (collectively, “SEC Rules”), provided
      that the
      Trustee has the right to negotiate any change affecting its rights or
      responsibilities under this Agreement and (ii) promptly upon request provide
      to
      the Depositor for inclusion in any periodic report required to be filed under
      the Exchange Act such items of information regarding this Agreement and matters
      related to the Trustee,
      including as applicable (by way of example and not limitation), a description
      of
      any material litigation or governmental action or proceeding involving the
      Trustee
      or its affiliates;
      provided
      that
      such information shall be required to be provided by the Trustee only to the
      extent that such shall be reasonably necessary for the Depositor to comply
      with
      any SEC Rules.

     

    ARTICLE
      X

     

    MISCELLANEOUS

     

    Section
      10.01.   Termination
      upon Liquidation or Purchase of all Mortgage Loans.

     

    Subject
      to Section 10.03, the respective obligations and responsibilities of the Master
      Servicer, the Depositor and the Trustee created hereby (other than obligations
      expressly stated to survive the termination of the Trust Fund) shall terminate
      on the date (the “Termination Date”) which is the earlier to occur
      of:

     

    (i)  the
      day
      after the day on which the Certificates, including any Deferred Principal
      Amounts owed thereon, 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; Final Distribution on the Certificates.

     

    (a)  On
      any
      Distribution Date on or after the first Distribution Date on which the Aggregate
      Pool Balance as of the beginning of the related Due Period is less than ten
      percent of the Cut-off Date Aggregate Pool Balance, the Master Servicer, acting
      directly or through one or more Affiliates, shall have the option to purchase
      from the Trustee all (but not fewer than all) of the Mortgage Loans and all
      other property of the Trust Fund at a cash price equal to the sum of (u) the
      greater of (i) the sum of (a) the unpaid principal balance of each Mortgage
      Loan
      immediately prior to the date of purchase and (b) the
      amount of any costs and damages incurred by the Trust Fund as a result of any
      violation of any predatory or abusive lending law arising from or in connection
      with the origination of such Mortgage Loan
      and (ii)
      the fair market value of such Mortgage Loans (disregarding accrued interest),
      (v) 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 Distribution Date, calculated at the
      Mortgage Rate thereon to but not including the related Distribution Date, (w)
      any unreimbursed Servicing Advances with respect to such Mortgage Loan, (x)
      the
      Class A-IO Termination Amount (y) the fair market value of all other property
      of
      the Trust Fund and (z) any Swap Termination Payment owed to the Swap
      Counterparty as a result of such optional purchase of the Mortgage Loans that
      remain outstanding (the sum of the amounts in clauses (u) through (z), the
      “Termination Price”). The Master Servicer shall deliver written notice of its
      intention to exercise such option to the Trustee not less than ten days prior
      to
      the applicable Distribution Date. Upon exercise of such option, the property
      of
      the Trust Fund shall be sold to the Master Servicer at a price equal to the
      Termination Price. 

     

    
      
        
        

      

      
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    In
      connection with such purchase, the Master Servicer shall remit to the Trustee
      all amounts then on deposit in the Collection Account in respect of the related
      Total Distribution Amount for deposit to the Certificate Distribution Account,
      which deposit shall be deemed to have occurred immediately preceding such
      purchase.

     

    (b)  If
      on any
      Determination Date the Master Servicer determines that there are no outstanding
      Mortgage Loans and no other funds or assets in the Trust Fund other than the
      funds in the Certificate Distribution Account, the Master Servicer shall direct
      the Trustee promptly to send a final distribution notice to each
      Certificateholder. If the Master Servicer elects to terminate the Trust Fund
      pursuant to clause (a) of Section 10.02, at least 10 days prior to the date
      notice is to be mailed to the affected Certificateholders the Master Servicer
      shall notify the Depositor and the Trustee of the date of termination of the
      Trust Fund and of the applicable repurchase price of the Mortgage Loans and
      REO
      Properties.

     

    Notice
      of
      any termination of the Trust Fund, specifying the Distribution Date on which
      Certificateholders may surrender their Certificates for payment of the final
      distribution and cancellation, shall be given promptly by the Trustee by letter
      to Certificateholders mailed not earlier than the 5th day and no later than
      the
      28th day of the month next preceding the month of such final distribution.
      Any
      such notice shall specify (a) the Distribution Date upon which final
      distribution on the Certificates will be made upon presentation and surrender
      of
      Certificates at the office therein designated, (b) the amount of such final
      distribution, (c) the location of the office or agency at which such
      presentation and surrender must be made, and (d) that the Record Date
      otherwise applicable to such Distribution Date is not applicable, distributions
      being made only upon presentation and surrender of the Certificates at the
      office therein specified. The Trustee will give such notice to each Rating
      Agency at the time such notice is given to Certificateholders.

     

    In
      the
      event such notice is given, the Master Servicer shall cause all funds in the
      Collection Account to be remitted to the Trustee for deposit in the Certificate
      Distribution Account on the Business Day prior to the applicable Distribution
      Date in an amount equal to the final distribution in respect of the
      Certificates. Upon such final deposit with respect to the Trust Fund and the
      receipt by the Trustee of a Request for Release therefor, the Trustee shall
      promptly release to the purchaser the Mortgage Files for the Mortgage
      Loans.

     

    Upon
      presentation and surrender of the Certificates, the Trustee shall cause to
      be
      distributed to the Certificateholders of each Class, in each case on the final
      Distribution Date and in the order set forth in Section 6.05(i), in proportion
      to their respective Percentage Interests, with respect to Certificateholders
      of
      the same Class, an amount equal to (i) as to each Class of Regular Certificates,
      the Class Principal Balance thereof plus
      accrued
      interest thereon (or on their Class Notional Balance, if applicable) in the
      case
      of an interest bearing Certificate (plus,
      as to
      the Class A-IO Certificates, the Class A-IO Termination Amount, in the case
      of
      termination pursuant to Section 10.02(a) above), and (ii) as to the Class RL
      Certificate, the amount, if any, which remains on deposit in the Certificate
      Distribution Account (other than the amounts retained to meet claims) after
      application pursuant to clause (i) above.

     

    
      
        
        

      

      
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    In
      the
      event that any affected Certificateholders shall not surrender Certificates
      for
      cancellation within six months after the date specified in the above-mentioned
      written notice, the Trustee shall give a second written notice to the remaining
      Certificateholders to surrender their Certificates for cancellation and receive
      the final distribution with respect thereto. If within six months after the
      second notice all the applicable Certificates shall not have been surrendered
      for cancellation, the Trustee may take appropriate steps, to contact the
      remaining Certificateholders concerning surrender of their Certificates, and
      the
      cost thereof shall be paid out of the funds and other assets which remain a
      part
      of the Trust Fund. If within one year after the second notice all Certificates
      shall not have been surrendered for cancellation, the Class RL Certificate
      shall
      be entitled to all unclaimed funds and other assets of the Trust Fund which
      remain subject hereto.

     

    (c)  In
      connection with any purchase of the property of the Trust Fund pursuant to
      paragraphs (a) or (b) of 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 Certificate Distribution
      Account. Promptly following any such purchase pursuant to paragraphs (a) or
      (b)
      of this Section, the Trustee shall release the Mortgage Files to the purchaser
      of such Mortgage Loans pursuant to this Section 10.02, or otherwise upon its
      order.

     

    (d)  Promptly
      following the sale of the Mortgage Loans pursuant to this Section, the Master
      Servicer shall notify each Servicer in writing of the date of sale and the
      identity of the purchaser.

     

    Section
      10.03.   Additional
      Termination Requirements.

     

    (a)  In
      the
      event that the Master Servicer exercises the purchase option as provided in
      Section 10.02(a) on its own behalf, the “Terminating Party”), the Trust Fund
      shall be terminated in accordance with the following additional requirements,
      unless the Trustee has been supplied with an Opinion of Counsel, at the expense
      of the Terminating Party, to the effect that the failure to comply with the
      requirements of this Section 10.03 will not result in an Adverse REMIC
      Event:

     

    (i)  Within
      90
      days prior to the final Distribution Date set forth in the notice given under
      Section 10.02, the Terminating Party shall prepare and the Trustee, at the
      expense of the Terminating Party, shall adopt a plan of complete liquidation
      within the meaning of section 860F(a)(4) of the Code which, as evidenced by
      an
      Opinion of Counsel (which opinion shall not be an expense of the Trustee or
      the
      Tax Matters Person), meets the requirements of a qualified liquidation;
      and

     

    
      
        
        

      

      
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    (ii)  Within
      90
      days after the time of adoption of such a plan of complete liquidation, the
      Trustee shall sell all of the assets of the Trust Fund to the Master Servicer
      for cash.

     

    (b)  The
      Trustee as agent for any REMIC hereby agrees to adopt and sign such a plan
      of
      complete liquidation upon the written request of the Master Servicer, and the
      receipt of the Opinion of Counsel referred to in Section 10.03(a)(i) and to
      take
      such other action in connection therewith as may be reasonably requested by
      the
      Master Servicer.

     

    (c)  By
      their
      acceptance of the Certificates, the Holders thereof hereby authorize the
      Terminating Party to prepare and the Trustee to adopt and sign a plan of
      complete liquidation.

     

    Section
      10.04.   Beneficiaries.

     

    This
      Agreement will inure to the benefit of and be binding upon the parties hereto,
      the Holders of the Certificates, 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 Depositor, the Master Servicer
      and the Trustee, without the consent of any of the Holders of the Certificates
      or the Swap Counterparty (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 Certificates from a nationally recognized statistical rating
      organization; (iv) to change the timing and/or nature of deposits in the Trust
      Accounts or to change the name in which the Collection Account is maintained
      (except that (x) deposits into the Certificate Distribution Account must be
      made
      no later than the related Distribution Date and (y) such change will not result
      in a qualification, withdrawal or downgrade of the then-current rating of any
      rated Classes of Certificates, 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 (1) maintain the qualification of any REMIC as a REMIC
      under
      the Code, (2) avoid or minimize the risk of imposition of any tax on the Trust
      Fund or any REMIC or (3) comply with other requirements of the Code,
provided
      that the
      Trustee has received an Opinion of Counsel to the effect that such action is
      necessary or desirable to avoid or minimize such risk or (y) to restrict the
      transfer of any Residual Certificate; 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 Certificateholder or the Swap Counterparty 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 rated Classes of the
      Certificates, and provided,
      further,
      that if
      any Class of Certificates rated by S&P remains outstanding at the time of
      such proposed amendment, such letter from S&P shall be required under this
      clause (vi), notwithstanding the immediately preceding proviso.

     

    
      
        
        

      

      
        153

        
          

        

      

      
        
        

      

    

     

    (b)  This
      Agreement may also be amended from time to time by the Master Servicer, the
      Depositor and the Trustee, with the consent of the Required Certificateholders
      and the Swap Counterparty, 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 Certificates;
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 Certificate 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 Certificates.
      The 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 Trustee shall furnish a copy of such amendment to each Holder of a
      Certificate and, not later than the tenth Business Day preceding the
      effectiveness of any such amendment, to each Rating Agency and the Swap
      Counterparty.

     

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

     

    (e)  The
      Trustee may, but shall not be obligated to, enter into any such amendment which
      affects the 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 Trustee,
      the
      Master Servicer and the Depositor shall be entitled to receive an Opinion of
      Counsel to the effect that (i) 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
      and (ii) such amendment will not result in an Adverse REMIC Event.

     

    (g)  Notwithstanding
      anything to the contrary in this Section 10.05, this Agreement may be amended
      from time to time by the Depositor, the Master Servicer and the Trustee to
      the
      extent necessary, in the judgment of the Depositor and its counsel, to comply
      with the SEC Rules.

     

    Section
      10.06.   Notices.

     

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

     

    If
      to
      the Master Servicer, to:

    


    Wells
      Fargo Bank, N.A.

    P.O.
      Box
      98

    Columbia,
      Maryland 21046

    Attention:
      Master Servicing - Bayview 2006-D

    Telephone:
      (410) 884-2000

    Telecopier:
      (410) 715-2380

     

    
      
        
        

      

      
        154

        
          

        

      

      
        
        

      

    

    


    If
      to
      the Master Servicer via overnight delivery to:

    


    9062
      Old
      Annapolis Rd.

    Columbia,
      Maryland 21045

    Attention:
      Master Servicing - Bayview 2006-D

    Telephone:
      (410) 884-2000

    Telecopier:
      (410) 715-2380

     

    If
      to
      the Trustee, to:
      

    


    U.S.
      Bank
      National Association

    One
      Federal Street

    EX-MA-FED

    Boston,
      Massachusetts 02110

    Attention:
      Corporate Trust Services - Bayview 2006-D

    Telephone:
      (617) 603-6455

    Facsimile::
        (617) 603-6638

     

    If
      to
      the Depositor, to:

    


    Bayview
      Financial Securities Company, LLC

    4425
      Ponce de Leon Boulevard, 4th
      Floor

    Coral
      Gables, Florida 33146

    Telephone:
      (305)
      341-5632

    Facsimile:: 
       (305) 854-2031

     

    If
      to
      the Rating Agencies, to:

     

    Fitch
      Ratings

    One
      State
      Street Plaza, 30th
      Floor

    New
      York,
      New York 10004

    Attn:
      Bayview 2006-D

    Telephone:
      (212) 908-0500

    Telecopier:
      (212) 480-4435

     

    Standard
      & Poor’s Ratings Services

    55
      Water
      Street, 41st
      Floor

    New
      York,
      New York 10041

    Attn:
      Bayview 2006-D

    Telephone:
      (212) 438-2000

    Telecopier:
      (212) 438-2661

     

    
      
        
        

      

      
        155

        
          

        

      

      
        
        

      

    

     

    Moody’s
      Investors Service, Inc.

    99
      Church
      Street

    New
      York,
      New York 10007

    Attn:
      Bayview 2006-D

    Telephone:
      (212) 553-0300

    Telecopier:
      (212) 553-0881

     

    If
      to the
      Cap Counterparty, to:

     

    Barclays
      Bank PLC

    5
      The
      North Colonnade

    Canary
      Warf

    London
      E14 4BB

    Attention:
      General Counsel's Office

    Telephone: 
      44(20)777 36810

    Telecopier:
      44(20)777 36461

     

    If
      to the
      Swap Counterparty, to:

     

    BNP
      Paribas

    3
      rue
      Taitbout

    ACI
      :
      CLA03A1

    75009
      Paris

    France

    Attention:
      Legal and Transaction Management Group - ISDA

    Telephone:
      (33) (0) 1 4014 0199

    Telecopier:
      (33) (0) 1 4014 0114/ 5577 3261

     

    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
      Trustee shall, at the expense of the Trust Fund, make available to each Rating
      Agency such information as such Rating Agency may reasonably request regarding
      the Certificates or the Trust Fund, to the extent that such information is
      reasonably available to the Trustee.

     

    (c)  All
      communications and notices to Certificateholders 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 Certificateholders, at the address shown in the
      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.

     

    
      
        
        

      

      
        156

        
          

        

      

      
        
        

      

    

     

    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.

     

    Section
      10.09.   [Reserved]

     

    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 Certificateholders or
      the
      rights of the Trustee.

     

    Section
      10.11.   No
      Proceedings.

     

    Notwithstanding
      any prior termination of this Agreement, the 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
      Trust Fund 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 Trust Fund or any substantial
      part of their respective property, or ordering the winding up or liquidation
      of
      the affairs of the Depositor or the Trust Fund.

     

    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
      MASTER SERVICER, THE DEPOSITOR AND THE 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 TRUSTEE EACH HEREBY
      WAIVES 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 MASTER SERVICER, THE DEPOSITOR AND THE 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.

     

    
      
        
        

      

      
        157

        
          

        

      

      
        
        

      

    

     

    (c)  THE
      MASTER SERVICER, THE DEPOSITOR AND THE 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.

     

    It
      is
      intended that the assets with respect to which any REMIC election is to be
      made,
      as set forth in the Preliminary Statement to this Agreement, shall constitute,
      and that the conduct of matters relating to such assets shall be such as to
      qualify such assets as, a “real estate mortgage investment conduit” as defined
      in and in accordance with the REMIC Provisions. In furtherance of such
      intention, the Master Servicer covenants and agrees that it shall act as agent
      (and the Master Servicer is hereby appointed to act as agent) on behalf of
      any
      such REMIC and that in such capacity it shall: (a) prepare and file, or cause
      to
      be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage
      Investment Conduit Income Tax Return (Form 1066 or any successor form adopted
      by
      the Internal Revenue Service) and prepare and file or cause to be prepared
      and
      filed with the Internal Revenue Service and applicable state or local tax
      authorities income tax or information returns for each taxable year with respect
      to any such REMIC, containing such information and at the times and in the
      manner as may be required by the Code or state or local tax laws, regulations,
      or rules, and furnish or cause to be furnished to Certificateholders the
      schedules, statements or information at such times and in such manner as may
      be
      required thereby; (b) within thirty days of the Closing Date, furnish or cause
      to be furnished to the Internal Revenue Service, on Forms 8811 or as otherwise
      may be required by the Code, the name, title, address, and telephone number
      of
      the person that the holders of the Certificates may contact for tax information
      relating thereto, together with such additional information as may be required
      by such Form, and update such information at the time or time in the manner
      required by the Code; (c) make or cause to be made elections that such assets
      be
      treated as a REMIC on the federal tax return for its first taxable year (and,
      if
      necessary, under applicable state law); (d) prepare and forward, or cause to
      be
      prepared and forwarded, to the Certificateholders and to the Internal Revenue
      Service and, if necessary, state tax authorities, all information returns and
      reports as and when required to be provided to them in accordance with the
      REMIC
      Provisions, including without limitation, the calculation of any original issue
      discount using the Prepayment Assumption; (e) provide information necessary
      for
      the computation of tax imposed on the transfer of a Residual Certificate to
      a
      Person that is not a Permitted Transferee, or agent (including a broker, nominee
      or other middleman) of a Non-Permitted Transferee, or a pass-through entity
      in
      which a Non-Permitted Transferee is the record holder of an interest (the
      reasonable cost of computing and furnishing such information may be charged
      to
      the Person liable for such tax); (f) to the extent that they are under its
      control conduct matters relating to such assets at all times that any
      Certificates are outstanding so as to maintain the status as a REMIC under
      the
      REMIC Provisions; (g) not knowingly or intentionally take any action or omit
      to
      take any action that would cause the termination of any REMIC status; (h) pay,
      from the sources specified in the last paragraph of this Section 10.14, the
      amount of any federal or state tax, including prohibited transaction taxes
      as
      described below, imposed on any such REMIC prior to its termination when and
      as
      the same shall be due and payable (but such obligation shall not prevent the
      Trustee or any other appropriate Person from contesting any such tax in
      appropriate proceedings and shall not prevent the Trustee from withholding
      payment of such tax, if permitted by law, pending the outcome of such
      proceedings); (i) ensure that federal, state or local income tax or information
      returns shall be signed by the Trustee or such other person as may be required
      to sign such returns by the Code or state or local laws, regulations or rules;
      (j) maintain records relating to any such REMIC, including but not limited
      to
      the income, expenses, assets and liabilities thereof and adjusted basis of
      the
      assets determined at such intervals as may be required by the Code, as may
      be
      necessary to prepare the foregoing returns, schedules, statements or
      information; and (k) as and when necessary and appropriate, represent any such
      REMIC in any administrative or judicial proceedings relating to an examination
      or audit by any governmental taxing authority, request an administrative
      adjustment as to any taxable year of any such REMIC, enter into settlement
      agreements with any governmental taxing agency, extend any statute of
      limitations relating to any tax item of any such REMIC, and otherwise act on
      behalf of any such REMIC in relation to any tax matter or controversy involving
      it.

     

    
      
        
        

      

      
        158

        
          

        

      

      
        
        

      

    

     

    In
      order
      to enable the Master Servicer to perform its duties as set forth herein, the
      Depositor shall provide, or cause to be provided, to the Master Servicer within
      ten (10) days after the Closing Date all information or data that the Master
      Servicer requests in writing and determines to be relevant for tax purposes
      to
      the valuations and offering prices of the Certificates, including, without
      limitation, the price, yield, prepayment assumption and projected cash flows
      of
      the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide
      to the Master Servicer promptly upon written request therefor, any such
      additional information or data that the Master Servicer may, from time to time,
      reasonably request in order to enable the Master Servicer to perform its duties
      as set forth herein. The Depositor hereby indemnifies the Master Servicer for
      any losses, liabilities, damages, claims or expenses of the Master Servicer
      arising from any errors or miscalculations of the Master Servicer that result
      from any failure of the Depositor to provide, or to cause to be provided,
      accurate information or data to the Master Servicer on a timely
      basis.

     

    In
      the
      event that any tax is imposed on “prohibited transactions” of any REMIC
      hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from
      foreclosure property” of such REMIC as defined in Section 860G(c) of the Code,
      on any contribution to any REMIC hereunder after the Startup Day pursuant to
      Section 860G(d) of the Code, or any other tax is imposed, including, without
      limitation, any minimum tax imposed upon any REMIC hereunder pursuant to
      Sections 23153 and 24874 of the California Revenue and Taxation Code, if not
      paid as otherwise provided for herein, such tax shall be paid by (i) the
      Trustee, if any such other tax arises out of or results from a breach by the
      Trustee of any of its obligations under this Agreement, (ii) the Master
      Servicer, in the case of any such minimum tax, or if such tax arises out of
      or
      results from a breach by the Master Servicer of any of its obligations under
      this Agreement, (iii) the Seller, if any such tax arises out of or results
      from
      the Seller’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02
      or 2.03 or (iv) in all other cases, or in the event that the Trustee, the Master
      Servicer or the Seller fails to honor its obligations under the preceding
      clauses (i), (ii) or (iii), any such tax will be paid with amounts otherwise
      to
      be distributed to the Certificateholders.

     

    Section
      10.15.   [Reserved]

     

    Section
      10.16.   Provision
      of Information.

     

    (a) For
      so
      long as any of the Restricted Certificates are “restricted securities” within
      the meaning of Rule 144(a)(3) under the Securities Act, the Trustee agrees
      to
      provide to any holder of Restricted Certificates and to any prospective
      purchaser of Restricted Certificates designated by such a Certificateholder,
      upon the request of such Certificateholder 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 Depositor, the Trustee or the Master
      Servicer, only that the Trustee provide publicly available information regarding
      it, the Depositor, the Trust Fund 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 certificate required pursuant to Section 4.28 of this
      Agreement and the corresponding certificate of each Servicer required pursuant
      to the applicable Servicing Agreement;

     

    (iv)  copies
      of
      each statement or report sent to Certificateholders 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 Trustee and is directly
      related to the distributions on the Certificates 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 Certificates by the prospective purchaser. The Depositor
      and
      the Trustee shall have no responsibility for the sufficiency under Rule 144A
      of
      any information so provided by the Trustee to any Certificateholder or
      prospective purchaser of Restricted Certificates.

     

    (b) The
      Master Servicer will make available on its internet website at www.ctslink.com
      (i) a
      copy (excluding exhibits) of reports on Form 8-K (or other prescribed form)
      or
      Form 10-K filed with the Commission pursuant to Section 4.31 and (ii) a copy
      of
      any other document incorporated by reference in the Prospectus. Any reasonable
      out-of-pocket expenses incurred by the Master Servicer in providing copies
      of
      such documents shall be reimbursed by the Depositor.

     

    
      
        
        

      

      
        159

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Pooling 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:  	/s/ Jason Somerville
	 	
              
Name:
              Jason Somerville
	 	Title:  
              Vice President 


    

     

    
      	 	 	 
	 	WELLS
              FARGO BANK,
              N.A.,
	 	as Master Servicer
	 
 	 
 	 
 
	 	By:  	/s/ Darron Woodus
	 	
              
Name:
              Darron Woodus
	 	Title:  
              Assistant Vice President




    
      	 	 	 
	 	U.S.
              BANK NATIONAL
              ASSOCIATION, not in its 
	 	individual capacity, but solely as
              Trustee
	 
 	 
 	 
 
	 	By:  	/s/ Karen R. Beard
	 	
              
Name:
              Karen R. Beard
	 	Title:  
              Vice President


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Accepted
      and Agreed to for purposes of Section 2.01,

    Section
      4.06, Section 4.34 and Section 6.02 only:

     

    
      	BAYVIEW FINANCIAL, L.P.	 	 	 
	 	 	 	 
	By:	BAYVIEW FINANCIAL MANAGEMENT CORP.,	 	 	 
	 	its General Partner	 	 	 
	 	 	 	 	 
	By:	/s/ Jason Somerville	 	 	 
	 	
              

              Name:
                Jason Somerville

            	 	 	
            
	 	
              Title:
                First Vice President

            	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

 

    EXHIBIT
      A

    


    FORMS
      OF
      CERTIFICATES

    


    


    


    


    


    


    


    


    


    


    
      
        
        

      

      
        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

    


    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

     

    
      	 	Re: 	
              Pooling
                and Servicing Agreement dated as of November 1, 2006, among Bayview
                Financial Securities Company, LLC,
                as depositor, Wells Fargo Bank, N.A., as master servicer, and U.S.
                Bank
                National Association, as trustee (the “Pooling and
                Servicing Agreement”) 

            


    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with the provisions of the Pooling and Servicing Agreement, the
      undersigned, as 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 Pooling and Servicing
      Agreement and has determined that (i) all Mortgage Notes and Assignments,
      installment sale contracts or contracts for purchase required to be delivered
      to
      it pursuant to the Pooling 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 Pooling 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
      Certification is subject in all respects to the Pooling 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 Pooling and Servicing Agreement.

     

    
      	 	 	 
	 	U.S.
              BANK NATIONAL
              ASSOCIATION,
	 	as 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

    


    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    
       

       

      
        	 	Re:	Pooling and Servicing Agreement dated
                as of
                November 1, 2006, among Bayview
                Financial Securities Company, LLC,
                as depositor, Wells Fargo Bank, N.A., as master servicer, and U.S.
                Bank
                National Association, as trustee (the “Pooling
                and Servicing Agreement”) 


      

    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with the provisions of the Pooling and Servicing Agreement, the
      undersigned, as 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 has received
      the applicable documents listed in Section 2.01 of the Pooling 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 Pooling and Servicing
      Agreement accurately reflects information set forth in the Mortgage
      File.

     

    This
      Certification is qualified in all respects by the terms of the Pooling 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 Pooling and Servicing Agreement.

     

    
      	 	 	 
	 	U.S.
              BANK NATIONAL
              ASSOCIATION,
	 	as 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

    


    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

     

    
      	 	Re:	Pooling and Servicing Agreement dated
              as of
              November 1, 2006, among Bayview
              Financial Securities Company, LLC,
              as depositor, Wells Fargo Bank, N.A., as master servicer, and U.S.
              Bank
              National Association, as trustee (the “Pooling
              and Servicing Agreement”) 


    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with the provisions of the Pooling and Servicing Agreement, the
      undersigned, as 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 has received
      the applicable documents listed in Section 2.01 of the Pooling 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
      Certification is qualified in all respects by the terms of the Pooling and
      Servicing Agreement including, but not limited to, Section 2.02.

     

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

     

    
      	 	 	 
	 	U.S.
              BANK NATIONAL
              ASSOCIATION,
	 	as Trustee
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title:


    

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

    


    FORM
      OF
      REQUEST FOR RELEASE OF DOCUMENTS

     

    


    U.S.
      Bank
      National Association,

    as
      Trustee

    One
      Federal Street

    EX-MA-FED

    Boston,
      Massachusetts 02110

     

    
      	 	Re:	Pooling and Servicing Agreement dated
              as of
              November 1, 2006, among Bayview
              Financial Securities Company, LLC,
              as depositor, Wells Fargo Bank, N.A., as master servicer, and U.S.
              Bank
              National Association, as trustee (the “Pooling
              and Servicing Agreement”) 


    

    


    In
      connection with the administration of Mortgage Loans held by you as Trustee,
      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 the Trustee for deposit into the Certificate
      Distribution Account pursuant to the Pooling 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 the Trustee
      for
      deposit into the Certificate Distribution Account pursuant to the Pooling and
      Servicing Agreement.)

     

        3.   Mortgage
      Loan
      in
      foreclosure or another method of liquidation pursuant to the Pooling 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 such documentation shall be corrected
      in
      a prompt manner and returned to the Trustee in accordance with the Pooling
      and
      Servicing Agreement; provided,
      however,
      that no
      more than one hundred Mortgage Files shall be released at any one
      time.)

     

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

     

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

     

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

      

    

     

    If
      box 1,
      2 or 5 above is checked, and if all or part of the 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 Trustee, 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 Pooling and Servicing Agreement.

     

    
      	 	 	 
	 	[SERVICER][SELLER]
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title:
	 	Date: 


    

     

    
      
        
        

      

      
        E-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F

    Class
      A-IO Schedule

    


    
      	
               

               

              Distribution
                Date

              occurring
                in:

            	
               

              A-IO(1)
                Component Interest Rate

                      (%):       

            	
              A-IO(1)
                Component 

              Notional
                Balance: the 

              lesser
                of (i) the Pool 

              Balance
                for Pool 1 and 

              (ii)
                the following

              amounts
                ($):

            	
               

              A-IO(2)
                Component Interest
                Rate

                      (%):       

            	
              A-IO(2)
                Component 

              Notional
                Balance: the 

              lesser
                of (i) the Pool 

              Balance
                for Pool 2 and (ii) 

              the
                following amounts ($):

            
	
              December
                2006

            	
              1.887

            	
              21,218,088.68

            	
              3.500

            	
              157,173,108.90

            
	
              January
                2007

            	
              2.067

            	
              20,146,426.00

            	
              3.500

            	
              149,234,761.80

            
	
              February
                2007

            	
              2.143

            	
              19,128,863.44

            	
              3.500

            	
              141,697,161.50

            
	
              March
                2007

            	
              1.850

            	
              18,162,474.41

            	
              3.500

            	
              131,666,014.40

            
	
              April
                2007

            	
              2.160

            	
              17,244,799.20

            	
              3.500

            	
              130,613,560.20

            
	
              May
                2007

            	
              1.322

            	
              16,373,382.72

            	
              3.500

            	
              118,152,161.00

            
	
              June
                2007

            	
              1.552

            	
              15,545,684.79

            	
              3.500

            	
              107,581,488.20

            
	
              July
                2007

            	
              1.477

            	
              14,759,168.81

            	
              3.500

            	
              102,016,513.50

            
	
              August
                2007

            	
              1.152

            	
              14,012,327.41

            	
              3.500

            	
              98,573,456.22

            
	
              September
                2007

            	
              1.439

            	
              13,303,146.45

            	
              3.500

            	
              93,320,194.44

            
	
              October
                2007

            	
              1.541

            	
              12,629,697.26

            	
              3.500

            	
              88,592,762.54

            
	
              November
                2007

            	
              1.450

            	
              11,990,185.55

            	
              3.500

            	
              84,900,163.30

            
	
              December
                2007

            	
              2.815

            	
              11,382,918.40

            	
              4.060

            	
              84,319,030.75

            
	
              January
                2008

            	
              2.084

            	
              10,731,982.32

            	
              4.060

            	
              80,047,839.89

            
	
              February
                2008

            	
              1.120

            	
              9,970,295.53

            	
              4.060

            	
              75,992,107.13

            
	
              March
                2008

            	
              2.914

            	
              9,262,563.96

            	
              4.060

            	
              72,140,511.77

            
	
              April
                2008

            	
              1.890

            	
              8,604,972.06

            	
              4.060

            	
              70,311,507.17

            
	
              May
                2008

            	
              3.211

            	
              7,993,973.72

            	
              4.060

            	
              65,011,106.57

            
	
              June
                2008

            	
              3.150

            	
              7,426,273.30

            	
              4.060

            	
              61,713,854.19

            
	
              July
                2008

            	
              2.300

            	
              6,898,807.82

            	
              4.060

            	
              58,583,233.12

            
	
              August
                2008 

            	
              3.950

            	
              6,408,730.70

            	
              4.060

            	
              57,438,798.75

            
	
              September
                2008

            	
              4.714

            	
              5,953,396.47

            	
              4.060

            	
              52,288,349.43

            
	
              October
                2008

            	
              4.817

            	
              5,530,346.52

            	
              4.060

            	
              49,108,209.97

            
	
              November
                2008

            	
              4.922

            	
              5,137,295.92

            	
              4.060

            	
              45,763,642.42

            
	
              December
                2008

            	
              4.540

            	
              4,772,121.25

            	
              4.060

            	
              42,147,945.49

            
	
              January
                2009

            	
              5.139

            	
              4,432,849.14

            	
              4.060

            	
              38,654,085.93

            
	
              February
                2009

            	
              5.176

            	
              4,117,645.70

            	
              4.060

            	
              35,390,838.87

            
	
              March
                2009

            	
              5.175

            	
              3,824,806.61

            	
              4.060

            	
              33,231,316.14

            
	
              April
                2009

            	
              5.544

            	
              3,552,748.11

            	
              4.060

            	
              29,924,209.61

            
	
              May
                2009

            	
              5.172

            	
              3,299,998.37

            	
              4.060

            	
              28,104,201.05

            
	
              June
                2009 and thereafter

            	
              0.000

            	
              0

            	
              0.000

            	
              0

            
	 	 	 	 	 


    

    


    


    
      
        
        

      

      
        F-1-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G-1

    


    CAP
      AGREEMENT

    


    


    
      
        
        

      

      
        G-1-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G-2

    


    SWAP
      AGREEMENT

    


    


    


    
      
        
        

      

      
        G-2-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      H

    


    LIST
      OF
      SERVICING AGREEMENTS

    


    1.  Servicing
      Agreement dated as of November 1, 2006, between the Trustee and Aurora Loan
      Services LLC, as servicer, and acknowledged by the Master Servicer.

    


    2.  Servicing
      Agreement dated as of November 1, 2006, between Bayview Financial, L.P.
      (“Bayview”) and Bayview Loan Servicing, LLC (“BLS”), as servicer.

    


    3.  Flow
      Servicing Agreement dated as of March 1, 2004 between Bayview Financial, L.P.
      and JPMorgan Chase Bank, National Association, together with (i) the
      Confirmation Agreement dated as of November 1, 2006, among the Depositor,
      Bayview and Chase Home Finance LLC, (ii) the Assignment, Assumption and
      Recognition Agreement dated as of November 1, 2006, among Bayview, Bayview
      Financial Securities Company, LLC (the “Depositor”) and Chase Home Finance LLC
      and (iii) the Assignment, Assumption and Recognition Agreement dated as of
      November 1, 2006, among the Depositor, U.S. Bank National Association (the
      “Trustee”) and Chase Home Finance LLC, and acknowledged by the Master
      Servicer.

    


    4.  Flow
      Servicing Agreement dated as of September 1, 2003, between FBLP and GMAC
      Mortgage, LLC, as amended by Amendment No. 1 dated as of November 1, 2006,
      together with (i) the Confirmation Agreement dated as of November 1, 2006,
      among
      the Depositor, Bayview and GMAC Mortgage, LLC, (ii) the Assignment, Assumption
      and Recognition Agreement dated as of November 1, 2006, among Bayview, the
      Depositor and GMAC Mortgage, LLC and (iii) the Assignment, Assumption and
      Recognition Agreement dated as of November 1, 2006, among the Depositor, the
      Trustee and GMAC Mortgage, LLC, and acknowledged by the Master
      Servicer.

    


    5.  Flow
      Servicing Agreement (Non-Full Recourse) dated as of January 1, 2006, between
      Bayview and M&T Mortgage Corporation (“M&T Mortgage”), as servicer,
      together with (i) the Confirmation Agreement dated as of November 1, 2006,
      among
      the Depositor, Bayview and M&T Mortgage, (ii) the Assignment, Assumption and
      Recognition Agreement dated as of November 1, 2006, among Bayview, the Depositor
      and M&T Mortgage and (iii) the Assignment, Assumption and Recognition
      Agreement dated as of November 1, 2006, among the Depositor, the Trustee and
      M&T Mortgage, and acknowledged by the Master Servicer.

    


    6.  Mortgage
      Loan Flow Purchase, Sale & Servicing Agreement dated as of April 29, 2003
      between J.P. Morgan Mortgage Acquisition Corp., Cendant Mortgage Corporation
      and
      Bishop’s Gate Residential Mortgage Trust (formerly known as Cendant Residential
      Mortgage Trust) and the Servicing Agreement dated as of November 1, 2006 between
      PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation) and
      the Trustee and acknowledged by BLS and the Master Servicer.

    


    7.  Amended
      and Restated Flow Servicing Agreement by and between Washington Mutual Bank
      and
      Bayview Financial, L.P., dated as of May 1, 2006, together with (i) the
      Confirmation Agreement dated as of November 1, 2006, among the Depositor,
      Bayview and Washington Mutual Bank, (ii) the Assignment, Assumption and
      Recognition Agreement dated as of November 1, 2006, among Bayview, the Depositor
      and Washington Mutual Bank and (iii) the Assignment, Assumption and Recognition
      Agreement dated as of November 1, 2006, among the Depositor, the Trustee and
      Washington Mutual Bank, and acknowledged by the Master Servicer.

     

    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    

    


    8.  Reconstituted
      Servicing Agreement dated as of November 1, 2006 between Washington Mutual
      Mortgage Securities Corp. and the Trustee and acknowledged by the Master
      Servicer

    


    9.  Amended
      and Restated Flow Servicing Agreement by and between Wells Fargo Bank, N.A.
      and
      Bayview Financial, L.P., dated as of May 1, 2006, together with (i) the
      Assignment, Assumption and Recognition Agreement dated as of November 1, 2006,
      among Bayview, the Depositor and Wells Fargo Bank, N.A. and (ii) the Assignment,
      Assumption and Recognition Agreement dated as of November 1, 2006, among the
      Depositor, the Trustee and Wells Fargo Bank, N.A., and acknowledged by the
      Master Servicer.

    


    
      
        
        

      

      
        H-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      I

    


    [Reserved]

     

    


     

    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      J

     

    NON-SERVICER
      OBLIGATED MORTGAGE LOANS

     

    (None)

     

    


     

    


     

    


     

    
      
        
        

      

      
        J-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      K

    


    FORM
      OF
      INVESTMENT LETTER

    FOR
      QUALIFIED INSTITUTIONAL BUYERS

     

     

    
      	 	 	        ___________________
	 	 	
              date

            


    

     

    Bayview
      Financial Securities Company, LLC

    4425
      Ponce de Leon Boulevard, 4th Floor

    Coral
      Gables, Florida 33146

     

    U.S.
      Bank
      National Association,

    as
      Trustee

    One
      Federal Street

    EX-MA-FED

    Boston,
      Massachusetts 02110

     

    
      	 	Re:	Bayview Financial Mortgage Pass-Through
              Trust
              2006-D
              Mortgage
                Pass-Through Certificates, Series 2006-D(the
                “Certificates”)

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above-referenced certificates, we certify
      that (a) we understand that the Certificates have not been registered under
      the
      Securities Act of 1933, as amended (the “Act”), or any state securities laws and
      are being transferred to us in a transaction that is exempt from the
      registration requirements of the Act and any such laws, (b) we are a “qualified
      institutional buyer” as that term is defined in Rule 144A under the Act (a
“QIB”) as that term is defined below and have such knowledge and experience in
      financial and business matters that we are capable of evaluating the merits
      and
      risks of investments in the Certificates and we are able to bear the economic
      risks of such an investment, (c) we understand that each proposed purchaser
      of
      Certificates is responsible for making its own independent review of such
      information as it deems relevant to its investment decision and we have had
      the
      opportunity to ask questions of and receive answers from the transferor
      concerning the purchase of the Certificates and all matters relating thereto
      or
      any additional information deemed necessary to our decision to purchase the
      Certificates and we have been furnished with, and have had an opportunity to
      review, a copy of the Pooling and Servicing Agreement dated as of November
      1,
      2006, among Bayview Financial Securities Company, LLC, as depositor, Wells
      Fargo
      Bank, N.A., as master servicer, and U.S. Bank National Association as trustee,
      (d) we are acquiring the Certificates for investment for our own account, or
      for
      the accounts of other qualified institutional buyers, and not with a view to
      any
      distribution of such Certificates (but without prejudice to our right at all
      times to sell or otherwise dispose of the Certificates in accordance with clause
      (g) below), (e) we understand that the certificates evidencing the Certificates
      purchased by us will bear one or more legends in substantially the form set
      forth in Exhibit A of the Pooling and Servicing Agreement, (f) we have not,
      nor
      has anyone acting on our behalf, offered, transferred, pledged, sold or
      otherwise disposed of the Certificates or any interest in the Certificates,
      or
      solicited any offer to buy, transfer, pledge or otherwise dispose of the
      Certificates or any interest in the Certificates from any person in any manner,
      or made any general solicitation by means of general advertising or in any
      other
      manner, or taken any other action that would constitute a distribution of the
      Certificates under the Act or that would render the disposition of the
      Certificates a violation of Section 5 of the Act or any state securities laws
      or
      require registration pursuant thereto, and we will not act, or authorize any
      person to act, in such manner with respect to the Certificates, and (g) we
      will
      not sell, transfer or otherwise dispose of any Certificates unless (1) such
      sale, transfer or other disposition is made pursuant to an effective
      registration statement under the Act and in compliance with any relevant state
      securities laws or is exempt from such registration requirements and, if
      requested, we will at our expense provide an opinion of counsel satisfactory
      to
      the addressees of this certificate that such sale, transfer or other disposition
      may be made pursuant to an exemption from the Act, (2) we have informed the
      purchaser or transferee of such Certificate of the transfer restrictions
      applicable to such Certificate, (3) the purchaser or transferee of such
      Certificate has executed and delivered to you a certificate to substantially
      the
      same effect as this certificate and (4) the purchaser or transferee has
      otherwise complied with any conditions for transfer set forth in the Pooling
      and
      Servicing Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    We
      agree
      to indemnify the Depositor, the Master Servicer and the Trustee against any
      liability that may result if we sell or transfer such Certificate to a purchaser
      or transferee who does not comply with any conditions for transfer set forth
      in
      the Pooling and Servicing Agreement.

     

    We
      are
      duly authorized to purchase the Certificates and our purchase of investments
      having the characteristics of the Certificates is authorized under, and not
      directly or indirectly in contravention of, any law, charter, trust instrument
      or other operative document, investment guidelines or list of permissible or
      impermissible investments that is applicable to us; and we understand that
      by
      virtue of our acceptance of the Certificates, we assent to the terms, provisions
      and conditions of the Pooling and Servicing Agreement.

     

    
      	 	 	 
	 	 	Very truly yours,
	 
 	 
 	 
 
	 	  	
              
                [Name
              of
              Transferee]
	 	 	 
	 	 	 
	 	By:	
              
                 
              Authorized Officer


    

     

    
      
        
        

      

      
        K-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      L

    


    FORM
      OF
      ERISA TRANSFER AFFIDAVIT

     

    
      	STATE OF NEW YORK 	) 	 
	 	) 	ss.: 
	COUNTY OF NEW YORK 	) 	 


    

     

    The
      undersigned, being first duly sworn, deposes and says as follows:

     

    1. The
      undersigned is the ______________________ of ______________ (the “Investor”), a
      [corporation duly organized] and existing under the laws of __________, on
      behalf of which he makes this affidavit.

     

    2. In
      the
      case of an ERISA-Restricted Certificate, the Investor either (a) is not, and
      on
      ___________ [date of transfer] will not be, an employee benefit plan or other
      retirement arrangement subject to Section 406 of the Employee Retirement Income
      Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal
      Revenue Code of 1986, as amended (the “Code”), (collectively, a “Plan”) or a
      person acting on behalf of any such Plan or investing the assets of any such
      Plan; (b) if the ERISA-Restricted Certificate has been the subject of an
      ERISA-Qualifying Underwriting, is an insurance company that is purchasing the
      Certificate with funds contained in an “insurance company general account” as
      defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60
      and the purchase and holding of the Certificate are covered under Sections
      I and
      III of PTCE 95-60; or (c) herewith delivers to the Trustee an opinion of
      counsel satisfactory to the Trustee, to the effect that the purchase or holding
      of such Certificate by the Investor will not constitute or result in any
      non-exempt prohibited transactions under Section 406 of ERISA or Section 4975
      of
      the Code and will not subject the Trustee, the Master Servicer, any Servicer,
      the Seller or the Depositor to any obligation in addition to those undertaken
      by
      such entities in the Pooling and Servicing Agreement, which opinion of counsel
      shall not be an expense of the Trust Fund or the above parties.

     

    3. In
      the
      case of an ERISA-Restricted Trust Certificate, the Investor either (a) is not,
      and on ___________ [date of transfer] will not be (i) a Plan or a person acting
      on behalf of any such Plan or using the assets of any such Plan to effect such
      transfer or (ii) the acquisition and holding of this Certificate are eligible
      for exemptive relief under PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE
      96-23 or the non-fiduciary service provider exemption under Section 408(b)(17)
      of ERISA.

     

    4. The
      Investor hereby acknowledges that under the terms of the Pooling and Servicing
      Agreement dated as of November 1, 2006 (the “Agreement”), by
      and
      among Bayview Financial Securities Company, LLC, as Depositor, Wells Fargo
      Bank,
      N.A., as Master Servicer and U.S. Bank National Association, as
      Trustee,
      no
      transfer of the ERISA-Restricted Certificates shall be permitted to be made
      to
      any person unless the Trustee has received a certificate from such transferee
      in
      the form hereof.

     

    
      
        
        

      

      
        L-1

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Investor has caused this instrument to be executed on
      its
      behalf, pursuant to proper authority, by its duly authorized officer, duly
      attested, this ____ day of _______________ 20___.

     

    
      	 	 	 
	 	_________________________________________________________
	 	[Investor]
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title:


    

     

     

    ATTEST:

     

    _____________________________

    
       

      
        	STATE OF 	) 	 
	 	) 	ss.: 
	COUNTY OF 	) 	 


      

       

    

    Personally
      appeared before me the above-named ________________, known or proved to me
      to be
      the same person who executed the foregoing instrument and to be the
      ____________________ of the Investor, and acknowledged that he executed the
      same
      as his free act and deed and the free act and deed of the Investor.

     

    Subscribed
      and sworn before me this _____ day of _________ 20___.

    
       

      
        	 	 	 
	 	__________________________
	 	NOTARY PUBLIC
	 	 
	 	My commission expires the
	 	_____ day of __________
                20___.


      

    

     

    
      
        
        

      

      
        L-2

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      M

    


    FORM
      OF
      CERTIFICATION TO BE PROVIDED

     

    TO
      DEPOSITOR BY MASTER SERVICER

     

    


    Re: Bayview
      Financial Mortgage Pass-Through Trust 2006-D

     

    Mortgage
      Pass-Through Certificates, Series 2006-D 

     

    Wells
      Fargo Bank, N.A., as master servicer (the “Master Servicer”) of the Bayview
      Financial Mortgage Pass-Through Trust 2006-D Mortgage Pass-Through Certificates,
      Series 2006-D, hereby certifies to [ ] (the
“[       ]”), and its officers, directors and
      affiliates, and with the knowledge and intent that they will rely upon this
      certification, that:

     

    
      	(i)  	
              The
                Master Servicer has reviewed the annual report on Form 10-K for the
                fiscal
                year [ ], and all reports on Form 10-D (or other prescribed form)
                containing distribution reports filed in respect of periods included
                in
                the year covered by that annual report, relating to the above-referenced
                trust;

            


    

     

    
      	(ii)  	
              Based
                on the Master Servicer’s knowledge, the information in these distribution
                reports prepared by the Master Servicer under the Pooling and Servicing
                Agreement, taken as a whole, does not contain any untrue statement
                of a
                material fact or omit to state a material fact necessary to make
                the
                statements made, in light of the circumstances under which such statements
                were made, not misleading as of the last day of the period covered
                by that
                annual report; and

            


    

     

    
      	(iii)  	
              Based
                on the Master Servicer’s knowledge, the distribution information required
                to be provided by the Trustee under the Pooling and Servicing Agreement
                is
                included in these reports.

            


    

     

    
      	 	 	 
	 	Date:_____________________________________
	 	 
	 	Wells Fargo Bank, N.A., as Master
              Servicer
	 
 	 
 	 
 
	 	By:  	 
	 	
              
[Name]
	 	[Title]


    

    


    
      
        
        

      

      
        M-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      N

    


    RESIDUAL
      CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

    
       

      
        	 	 	        ___________________
	 	 	
                date

              


      

    

    
       

      
        	 	Re:	Bayview Financial Mortgage Pass-Through
                Trust
                2006-D
                Mortgage
                  Pass-Through Certificates, Series 2006-D 

              


      

    

     

    This
      letter is delivered to you in connection with the sale by______________(the
      “Seller”) to ___________(the “Purchaser”) of _______% Percentage Interest of
      Bayview Financial Mortgage Pass-Through Trust 2006-D Mortgage Pass-Through
      Certificates, Series 2006-D, [Class R/Class RL] (the “Certificate”), pursuant to
      Section 5.02(d) of the Pooling and Servicing Agreement (the “Pooling and
      Servicing Agreement”) dated as of November 1, 2006, among Bayview Financial
      Securities Company, LLC, as depositor (the “Depositor”), Wells Fargo Bank, N.A.,
      as master servicer (the “Master Servicer”), and U.S. Bank National Association,
      as trustee (the “Trustee”). All terms used herein and not otherwise defined
      shall have the meanings set forth in the Pooling and Servicing Agreement. The
      Seller hereby certifies, represents and warrants to, and covenants with the
      Depositor, the Master Servicer and the Trustee that:

     

    1.  No
      purpose of the Seller relating to the sale of the Certificate by the Seller
      to
      the Purchaser is or will be to enable the Seller to impede the assessment or
      collection of tax.

     

    2.  The
      Seller understands that the Purchaser has delivered to the Trustee, the Master
      Servicer and the Depositor a transferee affidavit and agreement in the form
      attached to the Pooling and Servicing Agreement as Exhibit O. The Seller does
      not know or believe that any representation contained therein is
      false.

     

    3.  The
      Seller has no actual knowledge that the Purchaser is not a Permitted
      Transferee.

     

    4.  The
      Seller has no actual knowledge that the Purchaser would be unwilling or unable
      to pay taxes due on its share of the taxable income attributable to the
      Certificates.

     

    5.  At
      the
      time of this transfer (I) the Seller has conducted a reasonable investigation
      of
      the financial condition of the Purchaser and, as a result of the investigation,
      found that the Purchaser has historically paid its debts as they came due,
      and
      found no significant evidence to indicate that the Purchaser will not continue
      to pay its debts as they come due in the future, (II) the Purchaser represents
      that it will not cause income from the Certificates to be attributable to a
      foreign permanent establishment or fixed base (within the meaning of an
      applicable income tax treaty) of the Purchaser or another U.S. Person and (III)
      either (A) the Seller both (1) has determined all of the following: (i) at
      the
      time of the transfer, and at the close of each of the Purchaser’s two fiscal
      years preceding the year of transfer, the Purchaser’s gross assets for financial
      reporting purposes exceed $100 million and its net assets for such purposes
      exceed $10 million (disregarding, for purposes of determining gross or net
      assets, the obligation of any person related to the Purchaser within the meaning
      of section 860L(g) of the Code or any other asset if a principal purpose for
      holding or acquiring that asset is to permit the Purchaser to satisfy this
      minimum gross asset or net asset requirement), (ii) the Purchaser is a domestic
      C corporation for United States federal income tax purposes that is not for
      such
      purposes an exempt corporation, a regulated investment company, a real estate
      investment trust, a REMIC, or a cooperative organization to which part I of
      subchapter T of the Code applies, (iii) there are no facts or circumstances
      on
      or before the date of transfer (or anticipated) which would reasonably indicate
      that the taxes associated with the Certificates will not be paid, (iv) the
      Purchaser is not a foreign branch of a domestic corporation, and (v) the
      transfer does not involve a transfer or assignment to a foreign branch of a
      domestic corporation (or any other arrangement by which any Certificate is
      at
      any time subject to net tax by a foreign country or U.S. possession) and the
      Purchaser will not hereafter engage in any such transfer or assignment (or
      any
      such arrangement), and (2) does not know or have reason to know that the
      Purchaser will not honor the restrictions on subsequent transfers of any
      Certificate described in paragraph 12 of the Transferee’s Transfer Affidavit, or
      (B) the Seller has determined that the present value of the anticipated tax
      liabilities associated with the holding of the Certificates does not exceed
      the
      sum of (1) the present value of any consideration given to the Purchaser to
      acquire the Certificates, (2) the present value of the expected future
      distributions on the Certificates, and (3) the present value of the anticipated
      tax savings associated with holding the Certificates as the REMIC generates
      losses (having made such determination by (I) assuming that the Purchaser pays
      tax at a rate equal to the highest rate of tax specified in Section 11(b)(1)
      of
      the Code (provided that, if the Purchaser has been subject to the alternative
      minimum tax under Section 55 of the Code in the preceding two years and will
      compute its taxable income in the current taxable year using the alternative
      minimum tax rate, then the Purchaser may use the tax rate specified in Section
      55(b)(1)(B) of the Code), and (II) utilizing a discount rate for present
      valuation purposes equal to the Federal short-term rate prescribed by Section
      1274(d) of the Code.

     

    
      
        
        

      

      
        N-1

        
          

        

      

      
        
        

      

    

     

    6.  The
      Purchaser has represented to the Seller that, if the Certificate constitutes
      a
      noneconomic residual interest, it (i) understands that as holder of a
      noneconomic residual interest it may incur tax liabilities in excess of any
      cash
      flows generated by the interest, and (ii) intends to pay taxes associated with
      its holding of the Certificates as they become due.

     

    The
      Seller understands that the transfer of the Certificates may not be respected
      for United States income tax purposes (and the Seller may continue to be liable
      for United States income taxes associated therewith) unless there is compliance
      with the standards of paragraph 5 above as to any transfer.

     

    We
      agree
      to indemnify the Depositor, the Master Servicer and the Trustee against any
      liability that may result if we sell or transfer a Certificate to a purchaser
      or
      transferee who does not comply with any conditions for transfer set forth in
      the
      Pooling and Servicing Agreement.

    
      	 	 	 
	 	 	Very truly yours,
	 
 	 
 	 
 
	 	
              
Name:
	 	Title: 


    

    


    
      
        
        

      

      
        N-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      O

    


    FORM
      OF
      RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)

    
       

      
        	STATE OF 	) 	 
	 	) 	ss.: 
	COUNTY
                OF


      

    

     

    [NAME
      OF
      OFFICER], _________________ being first duly sworn, deposes and
      says:

     

    
      	 	
              1.

            	
              That
                he [she] is [title of officer] ________________________ of [name
                of
                Purchaser] _________________________________________ (the “Purchaser”), a
                _______________________ [description of type of entity] duly organized
                and
                existing under the laws of the [State of __________] [United States],
                on
                behalf of which he [she] makes this
                affidavit.

            


    

     

    
      	 	
              2.

            	
              That
                the Purchaser’s Taxpayer Identification Number is
                [           ].

            


    

     

    
      	 	
              3.

            	
              That
                the Purchaser is not a “disqualified organization” within the meaning of
                Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
                (the
                “Code”) and will not be a “disqualified organization” as of [date of
                transfer], and that the Purchaser is not acquiring a Residual Certificate
                (as defined in the Agreement) for the account of, or as agent (including
                a
                broker, nominee, or other middleman) for, any person or entity from
                which
                it has not received an affidavit substantially in the form of this
                affidavit. For these purposes, a “disqualified organization” means the
                United States, any state or political subdivision thereof, any foreign
                government, any international organization, any agency or instrumentality
                of any of the foregoing (other than an instrumentality if all of
                its
                activities are subject to tax and a majority of its board of directors
                is
                not selected by such governmental entity), any cooperative organization
                furnishing electric energy or providing telephone service to persons
                in
                rural areas as described in Code Section 1381(a)(2)(C), any “electing
                large partnership” within the meaning of Section 775 of the Code, or any
                organization (other than a farmers’ cooperative described in Code Section
                521) that is exempt from federal income tax unless such organization
                is
                subject to the tax on unrelated business income imposed by Code Section
                511.

            


    

     

    
      	 	
              4.

            	
              The
                Purchaser either (a) is not, and on ___________ [date of transfer]
                will
                not be, an employee benefit plan or other retirement arrangement
                subject
                to Section 406 of the Employee Retirement Income Security Act of
                1974, as
                amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986,
                as amended (the “Code”), (collectively, a “Plan”) or a person acting on
                behalf of any such Plan or investing the assets of any such Plan
                to
                acquire a Residual Certificate; (b) if a Residual Certificate has
                been the subject of an ERISA-Qualifying Underwriting, is an insurance
                company that is purchasing the Certificate with funds contained in
                an
                “insurance company general account” as defined in Section V(e) of
                Prohibited Transaction Class Exemption (“PTCE”) 95-60 and the purchase and
                holding of a Residual Certificate are covered under Sections I and
                III of
                PTCE 95-60; or (c) herewith delivers to the Trustee an opinion of
                counsel satisfactory to the Trustee, to the effect that the purchase
                or
                holding of such Residual Certificate by the Investor will not constitute
                or result in any non-exempt prohibited transactions under Section
                406 of
                ERISA or Section 4975 of the Code and will not subject the Trustee,
                the
                Master Servicer, any Servicer, the Seller or the Depositor to any
                obligation in addition to those undertaken by such entities in the
                Pooling
                and Servicing Agreement, which opinion of counsel shall not be an
                expense
                of the Trust Fund or the above
                parties.

            


    

     

    
      
        
        

      

      
        O-1

        
          

        

      

      
        
        

      

    

     

    
      	 	
              5.

            	
              That
                the Purchaser hereby acknowledges that under the terms of the Pooling
                and Servicing Agreement dated as of November 1, 2006 (the “Agreement”), by
                and among Bayview Financial Securities Company, LLC, as Depositor,
                Wells
                Fargo Bank, N.A., as Master Servicer, and U.S. Bank National Association,
                as Trustee with respect to Bayview Financial Mortgage Pass-Through
                Trust
                2006-D Mortgage Pass-Through Certificates,
                Series 2006-D, no transfer of the Residual Certificates shall be
                permitted
                to be made to any person unless the Trustee has received a certificate
                from such transferee containing the representations in paragraphs
                3 and 4
                hereof.

            


    

     

    
      	 	
              6.

            	
              That
                the Purchaser does not hold REMIC residual securities as nominee
                to
                facilitate the clearance and settlement of such securities through
                electronic book-entry changes in accounts of participating organizations
                (such entity, a “Book-Entry
                Nominee”).

            


    

     

    
      	 	
              7.

            	
              That
                the Purchaser does not have the intention to impede the assessment
                or
                collection of any federal, state or local taxes legally required
                to be
                paid with respect to such Residual
                Certificate.

            


    

     

    
      	 	
              8.

            	
              That
                the Purchaser will not transfer a Residual Certificate to any person
                or
                entity (i) as to which the Purchaser has actual knowledge that the
                requirements set forth in paragraph 3, paragraph 6 or paragraph 10
                hereof
                are not satisfied or that the Purchaser has reason to believe does
                not
                satisfy the requirements set forth in paragraph 7 hereof, and (ii)
                without
                obtaining from the prospective Purchaser an affidavit substantially
                in
                this form and providing to the Trustee a written statement substantially
                in the form of Exhibit C to the
                Agreement.

            


    

     

    
      	 	
              9.

            	
              That
                the Purchaser understands that, as the holder of a Residual Certificate,
                the Purchaser may incur tax liabilities in excess of any cash flows
                generated by the interest and that it intends to pay taxes associated
                with
                holding such Residual Certificate as they become
                due.

            


    

     

    
      	 	
              10.

            	
              That
                (I) the Purchaser (i) is not a Non-U.S. Person, (ii) is a Non-U.S.
                Person
                that holds a Residual Certificate in connection with the conduct
                of a
                trade or business within the United States and has furnished the
                transferor and the Trustee with an effective Internal Revenue Service
                Form
                W-8ECI
                (Certificate of Foreign Person’s Claim for Exemption From Withholding on
                Income Effectively Connected With the Conduct of a Trade or Business
                in
                the United States)
                or
                successor form at the time and in the manner required by the Code
                or (iii)
                is a Non-U.S. Person that has delivered to the transferor, the Trustee
                an
                opinion of a nationally recognized tax counsel to the effect that
                the
                transfer of such Residual Certificate to it is in accordance with
                the
                requirements of the Code and the regulations promulgated thereunder
                and
                that such transfer of a Residual Certificate will not be disregarded
                for
                federal income tax purposes and (II) if Purchaser is a partnership
                for
                U.S. federal income tax purposes, each person or entity that holds
                an
                interest (directly, or indirectly through a pass-through entity)
                is a
                person or entity described in (I). “Non-U.S. Person” means any person
                other than a “United States person” within the meaning of Section
                7701(a)(30) of the Code.

            


    

     

    
      
        
        

      

      
        O-2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              11.

            	
              The
                Purchaser will not cause income from the Residual Certificate to
                be
                attributable to a foreign permanent establishment or fixed base of
                the
                Purchaser or another U.S. taxpayer.

            


    

     

    
      	 	
              12.

            	
              The
                Purchaser will, in connection with any transfer that it makes of
                the
                Residual Certificate, deliver to the Certificate Registrar a
                representation letter substantially in the form of Exhibit N to the
                Pooling and Servicing Agreement. [The Purchaser hereby agrees that
                it will
                not make any transfer of any Residual Certificate unless (i) the
                transfer
                is to an entity which is a domestic C corporation (other than an
                exempt
                corporation, a regulated investment company, a real estate investment
                trust, a REMIC, or a cooperative organization to which part I of
                Subchapter T of the Code applies) for federal income tax purposes,
                and
                (ii) the transfer is in compliance with the conditions set forth
                in
                paragraph 5 of Exhibit N of the Pooling and Servicing
                Agreement.]1 

            


    

     

    
      	 	
              [13.

            	
              The
                Purchaser hereby represents to and for the benefit of the transferor
                that
                (i) at the time of the transfer, and at the close of each of the
                Purchaser’s two fiscal years preceding the year of transfer, the
                Purchaser’s gross assets for financial reporting purposes exceed $100
                million and its net assets for such purposes exceed $10 million
                (disregarding, for purposes of determining gross or net assets, the
                obligation of any person related to the Purchaser within the meaning
                of
                section 860L(g) of the Code or any other asset if a principal purpose
                for
                holding or acquiring that asset is to permit the Purchaser to satisfy
                this
                minimum gross asset or net asset requirement), (ii) the Purchaser
                is a
                domestic C corporation for United States federal income tax purposes
                that
                is not for such purposes an exempt corporation, a regulated investment
                company, a real estate investment trust, a REMIC, or a cooperative
                organization to which part I of subchapter T of the Code applies,
                (iii)
                there are no facts or circumstances on or before the date of transfer
                (or
                anticipated) which would reasonably indicate that the taxes associated
                with the Residual Certificate will not be paid, and (iv) the Purchaser
                is
                not a foreign branch of a domestic corporation, the transfer does
                not
                involve a transfer or assignment to a foreign branch of a domestic
                corporation (or any other arrangement by which any Residual Certificate
                is
                at any time subject to net tax by a foreign country or U.S. possession),
                and the Purchaser will not hereafter engage in any such transfer
                or
                assignment (or any such arrangement).]2 

            


    

     

    ___________________

    
      1
        Bracketed text to be included if the Purchaser is relying on the transferee’s
        compliance with the “Asset Test Safe Harbor” rather than the “Formula Test Safe
        Harbor.”

       

      
        
          
          

        

        
          O-3

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              14.

            	
              That
                the Purchaser agrees to such amendments of the Pooling and Servicing
                Agreement as may be required to further effectuate the restrictions on
                transfer of any Residual Certificate to such a “disqualified
                organization,” an agent thereof, a Book-Entry Nominee, or a person that
                does not satisfy the requirements of paragraph 7 and paragraph 10
                hereof.

            


    

     

    
      	15.  	
              That
                the Purchaser consents to the designation of the Trustee to act as
                agent
                for the “tax matters person” of each REMIC created by the Trust Fund
                pursuant to the Pooling and Servicing
                Agreement.

            


    

     

    We
      agree
      to indemnify the Depositor, the Master Servicer and the Trustee against any
      liability that may result if we sell or transfer a Residual Certificate to
      a
      purchaser or transferee who does not comply with any conditions for transfer
      set
      forth in the Pooling and Servicing Agreement.

     

    ___________________

    2
      Bracketed text to be included if the Purchaser is relying on the transferee’s
      compliance with the “Asset Test Safe Harbor” rather than the “Formula Test Safe
      Harbor.”

     

    
      
        
        

      

      
        O-4

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Purchaser has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its [title of
      officer] this _____ day of __________ 20__.

     

    
      	 	 	 
	 	_________________________________________________________
	 	[name of Purchaser]
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:

	 	Title:


    

     

    Personally
      appeared before me the above-named [name of officer] ________________, known
      or
      proved to me to be the same person who executed the foregoing instrument and
      to
      be the [title of officer] _________________ of the Purchaser, and acknowledged
      to me that he [she] executed the same as his [her] free act and deed and the
      free act and deed of the Purchaser.

     

    Subscribed
      and sworn before me this _____ day of __________ 20__.

     

    NOTARY
      PUBLIC

     

    _______________________________

     

    COUNTY
      OF_____________________

     

    STATE
      OF______________________

     

    My
      commission expires the _____ day of __________ 20__.

     

    
      
        
        

      

      
        O-5

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      P-1

    


    


    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

    


    The
      assessment of compliance to be delivered by the parties listed in the table
      below shall address, at a minimum, the criteria identified below as “Applicable
      Servicing Criteria” for each such party:

    


    
      	
              Servicing
                Criteria 

            	
              Applicable
                Servicing Criteria

            
	
              Reference

            	
              Criteria

            	
              Wells
                Fargo 

              Bank

            	
              Trustee

            
	 	 	 	 
	
               

            	
              General
                Servicing Considerations

            	 	 
	
              1122(d)(1)(i)

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	
              X

            	 
	
              1122(d)(1)(ii)

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.

            	
              X

            	
              X

            
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the mortgage loans are maintained.

            	 	 
	
              1122(d)(1)(iv)

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.

            	
              X

            	 
	
               

            	
              Cash
                Collection and Administration

            	 	 
	
              1122(d)(2)(i)

            	
              Payments
                on mortgage loans are deposited into the appropriate custodial bank
                accounts and related bank clearing accounts no more than two business
                days
                following receipt, or such other number of days specified in the
                transaction agreements.

            	
              X

            	
              X

            
	
              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel.

            	
              X

            	
              X

            
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction
                agreements.

            	
              X

            	 
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of overcollateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.

            	
              X

            	
              X

            
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.

            	
              X

            	 
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	
              X

            	 
	
              1122(d)(2)(vii)

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements.

            	
              X

            	
              X

            


    

     

    
      
        
        

      

      
        P-1-1

        
          

        

      

      
        
        

      

    

     

    
      	
               Servicing
                Criteria  

            	
              Applicable
                Servicing Criteria 

            
	
              Reference

            	
              Criteria 

            	
              Wells Fargo  

              Bank

            	
              Trustee 

            
	 	 	 	 
	
              
                 

              

            	
              Investor
                Remittances and Reporting

            	 	 
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of mortgage loans serviced by the
                Servicer.

            	
              X

            	 
	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements.

            	
              X

            	
              X

            
	
              1122(d)(3)(iii)

            	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements.

            	
              X

            	
              X

            
	
              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank
                statements.

            	
              X

            	
              X

            
	
               

            	
              Pool
                Asset Administration

            	 	 
	
              1122(d)(4)(i)

            	
              Collateral
                or security on mortgage loans is maintained as required by the transaction
                agreements or related mortgage loan documents.

            	 	
              X

            
	
              1122(d)(4)(ii)

            	
              Mortgage
                loan and related documents are safeguarded as required by the transaction
                agreements

            	 	
              X

            
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements.

            	 	
              X

            
	
              1122(d)(4)(iv)

            	
              Payments
                on mortgage loans, including any payoffs, made in accordance with
                the
                related mortgage loan documents are posted to the Servicer’s obligor
                records maintained no more than two business days after receipt,
                or such
                other number of days specified in the transaction agreements, and
                allocated to principal, interest or other items (e.g., escrow) in
                accordance with the related mortgage loan documents.

            	 	 
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the mortgage loans agree with the Servicer’s
                records with respect to an obligor’s unpaid principal
                balance.

            	 	 
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor's mortgage loans
                (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents.

            	 	 
	
              1122(d)(4)(vii)

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements.

            	 	 
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                mortgage
                loan is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent mortgage loans including, for
                example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or
                unemployment).

            	 	 
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for mortgage loans with variable
                rates are computed based on the related mortgage loan
                documents.

            	 	 


    

     

    
      
        
        

      

      
        P-1-2

        
          

        

      

      
        
        

      

    

     

    
      	
              Servicing
                Criteria  

            	
              Applicable
                Servicing Criteria  

            
	
              Reference

            	
              Criteria

            	
              Wells Fargo

              Bank 

            	
              Trustee  

            
	 	 	 	 
	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s mortgage loan
                documents, on at least an annual basis, or such other period specified
                in
                the transaction agreements; (B) interest on such funds is paid, or
                credited, to obligors in accordance with applicable mortgage loan
                documents and state laws; and (C) such funds are returned to the
                obligor
                within 30 calendar days of full repayment of the related mortgage
                loans,
                or such other number of days specified in the transaction
                agreements.

            	 	 
	
              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements.

            	 	 
	
              1122(d)(4)(xii)

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission.

            	 	 
	
              1122(d)(4)(xiii)

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements.

            	 	 
	
              1122(d)(4)(xiv)

            	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements.

            	 	 
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements.

            	 	 


    

     

    
      	 	 	 
	 	[NAME
              OF PARTY]
	 	 
	 	Date:	 
	 
 	 
 	
              
 
 
	 	By:  	 
	 	
              
Name:
	 	Title:


    

     

    
      
        
        

      

      
        P-1-3

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      P-2

    


    


    ADDITIONAL
      FORM 8-K DISCLOSURE

    


    


    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible 

            
	
               Item
                1.01- Entry into a Material
                Definitive Agreement

            	
              Depositor

            
	 	 
	Disclosure
              is required
              regarding entry into or amendment of any definitive agreement that
              is
              material to the securitization, even if depositor is not a
              party.	 
	 	 
	
              Example:
                servicing agreement

            	
               

            
	 	 
	
              Note:
                disclosure not required as to definitive agreements that are fully
                disclosed in the prospectus

            	 
	
              Item
                1.02- Termination of a Material Definitive
                Agreement

            	
              Depositor

            
	 	 
	Disclosure
              is required
              regarding termination of any definitive agreement that is material
              to the
              securitization (other than expiration in accordance with its terms),
              even
              if depositor is not a party.	 
	 	 
	
              Example:
                servicing agreement 

            	
               

            
	
               Item
                1.03 - Bankruptcy or
                Receivership

            	 
	 	 
	
              Disclosure
                is required regarding the bankruptcy or receivership, with respect
                to any
                of the following:

            	 
	 	 
	
              ·  Sponsor
                (Seller)

            	
              Depositor

            
	
              ·  Depositor

            	
              Depositor

            
	
              ·  Master
                Servicer

            	
              Master
                Servicer

            
	
              ·  Affiliated
                Servicer

            	
              Depositor

            
	
              ·  Other
                Servicer servicing 20% or more of the pool assets at the time of
                the
                report 

            	
              Depositor

            
	
              ·  Other
                material servicers

            	
              Depositor

            
	
              ·  Trustee
                

            	
              Trustee
                

            


    

     

    
      
        
        

      

      
        P-2-1

        
          

        

      

      
        
        

      

    

     

     

    
      	
              ·  Significant
                Obligor 

            	
              Depositor
                

            
	
              ·  Credit
                Enhancer (10% or more)

            	
              Depositor
                

            
	
              ·  Cap
                Provider

            	
              Depositor
                

            
	
              ·  Swap
                Counterparty

            	
              Depositor

            
	
               Item
                2.04- Triggering Events that
                Accelerate or Increase a Direct Financial Obligation or an Obligation
                under an Off-Balance Sheet Arrangement

            	 
	 	 
	
              Includes
                an early amortization, performance trigger or other event, including
                event
                of default, that would materially alter the payment priority/distribution
                of cash flows/amortization schedule.

            	
              Depositor

            
	 	 
	
              Disclosure
                will be made of events other than waterfall triggers which are disclosed
                in the monthly report to Certificateholders. 

            	 
	
              Item
                3.03- Material Modification to Rights of Security
                Holders

            	 
	 	 
	
              Disclosure
                is required of any material modification to documents defining the
                rights
                of Certificateholders, including the Pooling and Servicing
                Agreement.

            	
              Depositor

            
	 	 
	
              Item
                5.03- Amendments of Articles of Incorporation or Bylaws; Change of
                Fiscal
                Year

            	 
	 	 
	
              Disclosure
                is required of any amendment “to the governing documents of the issuing
                entity”.

            	
              Depositor

            
	 	 
	
              Item
                6.01- ABS Informational and Computational
                Material

            	
              Depositor

            
	Item 6.02- Change
              of
              Servicer or Trustee 	 
	 	 
	
              Requires
                disclosure of any removal, replacement, substitution or addition
                of any
                master servicer, affiliated servicer, other servicer servicing 10%
                or more
                of pool assets at time of report, other material servicers or
                trustee.

            	
              Depositor,
                Master Servicer, Trustee

            
	
              Reg
                AB disclosure about any new servicer or master servicer is also
                required.

            	
              Depositor,
                Master Servicer

            
	
              Reg
                AB disclosure about any new Trustee is also required.

            	
              Trustee

            


    

     

    
      
        
        

      

      
        P-2-2

        
          

        

      

      
        
        

      

    

     

    
      	
              Item
                6.03- Change in Credit Enhancement or External
                Support

            	
              Depositor

            
	 	 
	
              Covers
                termination of any enhancement in manner other than by its terms,
                the
                addition of an enhancement, or a material change in the enhancement
                provided. Applies to external credit enhancements as well as the
                Cap
                Agreement and the Swap Agreement.

            	
               

            
	
              Reg
                AB disclosure about any new enhancement provider is also
                required.

            	
              Depositor
                

            
	
              Item
                6.04- Failure to Make a Required Distribution

            	
              Trustee

            
	
              Item
                6.05- Securities Act Updating Disclosure

            	
              Depositor

            
	 	 
	If any material
              pool
              characteristic differs by 5% or more at the time of issuance of the
              Certificates from the description in the final prospectus, provide
              updated
              Reg AB disclosure about the actual asset pool.	 
	
              If
                there are any new servicers or originators required to be disclosed
                under
                Regulation AB as a result of the foregoing, provide the information
                called
                for in Items 1108 and 1110 respectively.

            	
              Depositor

            
	
              Item
                7.01- Regulation FD Disclosure

            	
              Depositor

            
	Item 8.01- Other
              Events 	
              Depositor

            
	 	 
	
              Any
                event, with respect to which information is not otherwise called
                for in
                Form 8-K, that the registrant deems of importance to
                Certificateholders

            	
               

            
	
              Item
                9.01- Financial Statements and Exhibits

            	
              Depositor

            


    

    


    
      
        
        

      

      
        P-2-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      P-3

    


    ADDITIONAL
      FORM 10-D DISCLOSURE

    


    


    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible 

            
	
              Item
                1: Distribution and Pool Performance Information

            	 
	
              Information
                included in the monthly report to Certificateholders

            	
              Servicer,
                Trustee

            
	
              Any
                information required by Item 1121 which is not included on the monthly
                report to Certificateholders

            	
              Servicer

            
	
              Item
                2: Legal Proceedings

               

              Any
                legal proceeding pending against the following entities or their
                respective property, that is material to Certificateholders, including
                any
                proceeding known to be contemplated by governmental
                authorities:

            	 
	
              ·  Issuing
                Entity (Trust Fund)

            	
              Depositor,
                Master Servicer

            
	
              ·  Sponsor
                (Seller) 

            	
              Depositor
                

            
	
              ·  Depositor
                

            	
              Depositor
                

            
	
              ·  Trustee

            	
              Trustee
                

            
	
              ·  Master
                Servicer

            	
              Master
                Servicer 

            
	
              ·  1110(b)
                Originator

            	
              Depositor

            
	
              ·  Any
                1108(a)(2) Servicer (other than the Master Servicer or Trustee)
                

            	
              Depositor

            
	
              ·  Any
                other party contemplated by 1100(d)(1)

            	
              Depositor
                

            
	
              Item
                3: Sale of Securities and Use of Proceeds

               

              Information
                from Item 2(a) of Part II of Form 10-Q:

               

              With
                respect to any sale of Certificates by the Sponsor, Depositor or
                Issuing
                Entity, that are backed by the same asset pool or are otherwise
                issued by the issuing entity, whether or not registered, provide
                the sales
                and use of proceeds information in Item 701 of Regulation S-K. Pricing
                information can be omitted if Certificates were not registered.
                

            	
              Depositor

            


    

     

    
      
        
        

      

      
        P-3-1

        
          

        

      

      
        
        

      

    

     

    
      	
              Item
                4: Defaults Upon Senior Securities

               

              Information
                from Item 3 of Part II of Form 10-Q:

               

              Report
                the occurrence of any Event of Default (after the expiration of any
                grace
                period and provision of any required notice)

            	
              Trustee

            
	
              Item
                5: Submission of Matters to a Vote of Security
                Holders

               

              Information
                from Item 4 of Part II of Form 10-Q

            	
              Depositor

            
	
              Item
                6: Significant Obligors of Pool Assets

               

              Item
                1112(b) - Significant Obligor Financial Information*

            	
              Depositor

            
	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Item.

            	 
	
              Item
                7: Significant Enhancement Provider Information

               

              Item
                1114(b)(2) - Credit Enhancement Provider Financial
                Information*

            	
              Depositor

            
	
              ·  Determining
                applicable disclosure threshold

            	
              Depositor
                

            
	
              ·  Requesting
                required financial information (including any required accountants’
                consent to the use thereof) or effecting incorporation by
                reference

            	
              Depositor
                

            
	
              Item
                1115(b) - Derivative Counterparty Financial
                Information*

            	 
	
              ·  Determining
                current maximum probably exposure 

            	
              Depositor
                

            
	
              ·  Determining
                current significance percentage

            	
              Depositor
                

            
	
              ·  Requesting
                required financial information (including any required accountants’
                consent to the use thereof) or effecting incorporation by reference
                

            	
              Depositor

            


    

     

    
      
        
        

      

      
        P-3-2

        
          

        

      

      
        
        

      

    

     

    
      	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Items.

            	 
	
               Item
                8: Other
                Information

            	
              Any
                party responsible for disclosure items on Form
                8-K 

            
	 	 
	
              Disclose
                any information required to be reported on Form 8-K during the period
                covered by the Form 10-D but not reported

            	
               

            
	
              Item
                9: Exhibits

            	 
	
              Monthly
                Report to Certificateholders

            	
              Master
                Servicer

            
	
              Exhibits
                required by Item 601 of Regulation S-K, such as material
                agreements

            	
              Depositor

            


    

    


    
      
        
        

      

      
        P-3-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      P-4

    


    ADDITIONAL
      FORM 10-K DISCLOSURE

    


    


    
      	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	
              Party
                Responsible 

            
	
              Item
                1B: Unresolved Staff Comments

               

            	
              Depositor

            
	
              Item
                9B: Other Information

              Disclose
                any information required to be reported on Form 8-K during the fourth
                quarter covered by the Form 10-K but not reported

            	
              Any
                party responsible for disclosure items on Form 8-K

            
	
              Item
                15: Exhibits, Financial Statement Schedules

            	
              Depositor

            
	
              Reg
                AB Item 1112(b): Significant Obligors of Pool
                Assets

            	 
	
              Significant
                Obligor Financial Information*

            	
              Depositor
                

            
	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Item.

            	 
	
              Reg
                AB Item 1114(b)(2): Credit Enhancement Provider Financial
                Information

            	 
	
              ·  Determining
                applicable disclosure threshold 

            	
              Depositor

            
	
              ·  Requesting
                required financial information (including any required accountants’
                consent to the use thereof) or effecting incorporation by
                reference

            	
              Depositor

            
	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Items.

            	 
	
              Reg
                AB Item 1115(b): Derivative Counterparty Financial Information
                

            	 
	
              ·  Determining
                current maximum probable exposure

            	
              Depositor

            
	
              ·  Determining
                current significance percentage

            	
              Depositor

            
	
              ·  Requesting
                required financial information (including any required accountants’
                consent to the use thereof) or effecting incorporation by reference
                

            	
              Depositor

            


    

     

    
      
        
        

      

      
        P-4-1

        
          

        

      

      
        
        

      

    

     

    
      	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Items.

            	
              Depositor

            
	
              Reg
                AB Item 1117: Legal Proceedings

            	 
	
              Any
                legal proceeding pending against the following entities or their
                respective property, that is material to Certificateholders, including
                any
                proceeding known to be contemplated by government
                authorities:

            	 
	
              ·  Issuing
                Entity (Trust Fund)

            	
              Master
                Servicer

            
	
              ·  Sponsor
                (Seller) 

            	
              Depositor
                

            
	
              ·  Depositor
                

            	
              Depositor
                

            
	
              ·  Trustee

            	
              Trustee
                

            
	
              ·  Master
                Servicer

            	
              Master
                Servicer 

            
	
              ·  1110(b)
                Originator

            	
              Depositor

            
	
              ·  Any
                1108(a)(2) Servicer (other than the Master Servicer or Trustee)
                

            	
              Depositor

            
	
              ·  Any
                other party contemplated by 1100(d)(1)

            	
              Depositor
                

            
	
              Reg
                AB item 1119: Affiliations and Relationships

            	 
	
              Whether
                (a) the Sponsor (Seller), Depositor or Issuing Entity is an affiliate
                of
                the following parties, and (b) to the extent known and material,
                any of
                the following parties are affiliated with one another:

            	 
	
              ·  Master
                Servicer

            	
              Master
                Servicer

            
	
              ·  Trustee

            	
              Trustee

            
	
              ·  Any
                other 1108(a)(3) servicer

            	
              Depositor

            
	
              ·  Any
                1110 Originator 

            	
              Depositor

            
	
              ·  Any
                1112(b) Significant Obligor 

            	
              Depositor

            
	
              ·  Any
                1114 Credit Enhancement Provider

            	
              Depositor

            
	
              ·  Any
                1115 Derivative Counterparty Provider 

            	
              Depositor

            
	
              ·  Any
                other 1101(d)(1) material party 

            	
              Depositor

            
	
              Whether
                there are any “outside the ordinary course business arrangements” other
                than would be obtained in the arm’s length transaction between (a) the
                Sponsor (Seller), Depositor or Issuing Entity on the one hand, and
                (b) any
                of the following parties (or their affiliates) on the other hand,
                that
                exist currently or within the past two years and that are material
                to a
                Certificateholder’s understanding of the Certificates:

            	
              Depositor,
                as to (a)

            


    

     

    
      
        
        

      

      
        P-4-2

        
          

        

      

      
        
        

      

    

     

    
      	
              ·  Master
                Servicer

            	
              Master
                Servicer

            
	
              ·  Trustee

            	
              Trustee

            
	
              ·  Any
                other 1108(a)(3) servicer

            	
              Servicer

            
	
              ·  Any
                1110 Originator 

            	
              Depositor

            
	
              ·  Any
                1112(b) Significant Obligor 

            	
              Depositor

            
	
              ·  Any
                1114 Credit Enhancement Provider

            	
              Depositor

            
	
              ·  Any
                1115 Derivative Counterparty Provider 

            	
              Depositor

            
	
              ·  Any
                other 1101(d)(1) material party 

            	
              Depositor

            
	
              Whether
                there are any specific relationships involving the transaction or
                the pool
                assets between (a) the Sponsor (Seller), Depositor or Issuing Entity
                on
                the one hand, and (b) any of the following parties (or their affiliates)
                on the other hand, that exist currently or within the past two years
                and
                that are material:

            	
              Depositor,
                as to (a)

            
	
              ·  Master
                Servicer

            	
              Master
                Servicer

            
	
              ·  Trustee

            	
              Trustee

            
	
              ·  Any
                other 1108(a)(3) servicer

            	
              Depositor

            
	
              ·  Any
                1110 Originator 

            	
              Depositor

            
	
              ·  Any
                1112(b) Significant Obligor 

            	
              Depositor

            
	
              ·  Any
                1114 Credit Enhancement Provider

            	
              Depositor

            
	
              ·  Any
                1115 Derivative Counterparty Provider 

            	
              Depositor

            
	
              ·  Any
                other 1101(d)(1) material party 

            	
              Depositor

            


    

    


    
      
        
        

      

      
        P-4-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      P-5

    


    ADDITIONAL
      DISCLOSURE NOTIFICATION

    


    


    **SEND
      VIA FAX TO (410) 715-2380 AND VIA E-MAIL TO cts.sec.notifications@wellsfargo.com
      AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW

    


    Wells
      Fargo Bank, N.A., as Master Servicer

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Attention:
      Master Servicing - Bayview 2006-D

    


    Re:
      Additional
      Form [10-D] [10-K] [8-K] Disclosure Required

    


    Ladies
      and Gentlemen:

    


    In
      accordance with Section 4.31[(a)] [(b)] [(c)] of the Pooling and Servicing
      Agreement dated as of November 1, 2006, among Bayview Financial Securities
      Company, LLC, as Depositor, Wells Fargo Bank, N.A., as Master Servicer, and
      U.S.
      Bank National Association, as Trustee, the undersigned, as
      [     ], hereby notifies you that certain events have
      come to our attention that [will] [may] need to be disclosed on Form [10-D]
      [10-K] [8-K].

    


    Description
      of Additional [10-D] [10-K] [8-K] Disclosure: 

    


    


    List
      of any Attachments hereto to be included in the Additional [10-D] [10-K] [8-K]
      Disclosure:

    


    


    


    Any
      inquiries related to this notification should be directed to
      [                 ],
      phone number: [          ];
      e-mail address:
      [                      ].

     

    
      	 	 	 
	 	[NAME
              OF
              PARTY],
	 	as [role]
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              
Name:
	 	Title:


    

     

    
      
        
        

      

      
        P-5-1

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      I

    


    MORTGAGE
      LOAN SCHEDULE

    


    


    


    
      
        
        

      

      
        Sch
          I-1

        
          

        

      

      
        
        

      

    


    SCHEDULE
      I-A

    


    SIMPLE
      INTEREST MORTGAGE LOANS

    


    (None)

    


    


    


    


    


    
      
        
        

      

      
        
          Sch
            I-A-1

        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      I-B

    


    PREPAYMENT
      PREMIUM CONVEYED MORTGAGE LOANS

    


    


    


    


    
      
        
        

      

      
        Sch
          I-B-1

        
          

        

      

      
        
        

      

    


    SCHEDULE
      I-C

    


    NON-MONTHLY
      MORTGAGE LOANS

    


    


    


    


    
      
        
        

      

      
        Sch
          I-C-1

        
          

        

      

      
        
        

      

    


    SCHEDULE
      I-D

    


    CONVERTIBLE
      MORTGAGE LOANS

    


    


    


    


    
      
        
        

      

      
        Sch
          I-D-1

        
          

        

      

      
        
        

      

    



    SCHEDULE
      I-E

    


    HOLDBACK
      MORTGAGE LOANS

    


    None.

    


    


    
      
        
        

      

      
        Sch
          I-E-1

        
          

        

      

      
        
        

      

    


    SCHEDULE
      I-F

    


    [Reserved]

    


     

    


    
      
        
        

      

      
        Sch
          I-F-1

        
          

        

      

      
        
        

      

    


    SCHEDULE
      I-G

    


    STRIPPED
      MORTGAGE LOANS

    


    


    


    


    


    
      
        
        

      

      
        Sch
          I-G-1

        
          

        

      

      
        
        

      

    



    SCHEDULE
      I-H

    


    60+
      DELINQUENT MORTGAGE LOANS

    


    


    
      
        
        

      

      
        Sch
          I-H-1

        
          

        

      

      
        
        

      

    


    SCHEDULE
      I-I

    


    FORECLOSURE
      RESTRICTED LOANS

    


    (None)

     

    


 

    
      
        
        

      

      
        Sch
          I-I-1

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      II-A

    


    2003-G
      RE-SOLD MORTGAGE LOANS

     

    


    
      
        
        

      

      
        Sch
          II-A-1

        
          

        

      

      
        
        

      

    


    SCHEDULE
      II-B

    


    2005-A
      RE-SOLD MORTGAGE LOANS

     

     

    
 

    
      
        
        

      

      
        Sch
          II-B-1

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      II-C

    


    2005-E
      RE-SOLD MORTGAGE LOANS

    


    


    
      
        
        

      

      
        Sch
          II-C-1