**Exhibit 10.1** **BAY VIEW 2005-LJ-1 OWNER TRUST****Issuer****and****DEUTSCHE BANK TRUST COMPANY AMERICAS****Indenture Trustee** **FIRST SUPPLEMENTAL INDENTURE****Dated as of June 3, 2005****to the****INDENTURE****Dated as of February 1, 2005** 
 

 
     FIRST SUPPLEMENTAL INDENTURE, dated as of June 3, 2005, among BAY VIEW 2005-LJ-1 OWNER TRUST, astatutory trust organized and existing under the laws of the State of Delaware (the “Issuer”) andDEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as indenture trustee (the“Indenture Trustee”).**RECITALS**     The Issuer has heretofore duly executed and delivered to the Indenture Trustee an Indenture, datedas of February 1, 2005 (the “Indenture”), providing for the issuance of the Notes. All capitalizedterms used in this First Supplemental Indenture and not defined herein shall have the meaningassigned to them in the Indenture.     Section 10.01(a)(v) of the Indenture provides that, without the consent of the Holders of anyNotes, but with the consent of the Insurer (so long as the Insurer is the Controlling Party) andwith prior notice to each Rating Agency, the Issuer and the Indenture Trustee, when authorized byan Issuer Order, may enter into one or more supplemental indentures to correct or supplementprovisions of the Indenture that may be inconsistent with any other provision in any of the BasicDocuments.     The changes to the Indenture contemplated by this First Supplemental Indenture will correct orsupplement a provision in the Indenture that may be inconsistent with certain provisions of theInsurance Agreement and/or the Policy, and the Insurance Agreement and the Policy are each a BasicDocument.     All things necessary to make this First Supplemental Indenture a valid agreement of the Issuer, anda valid supplement to the Indenture, have been done.     Now, Therefore, for and in consideration of the premises, it is mutually agreed as follows:     1. Section 1.01(a) of the Indenture is hereby amended by adding a new definition of“Deficiency Amount” in the appropriate alphabetical order thereto, which definition shallread in its entirety as follows:     “Deficiency Amount” shall have the meaning assigned to such term in the Policy.     2. Section 9.03(a) of the Indenture is hereby amended by deleting clause “(a)” thereofin its entirety, and replacing the following in lieu thereof:“(a) In the event that the Indenture Trustee has delivered a Deficiency Notice with respectto any Determination Date, the Indenture Trustee shall determine on the Determination Datefor the related Draw Date the Deficiency Amount for the related Payment Date. In makingsuch determination the Indenture Trustee may conclusively rely on the information providedin the Servicer’s Certificate. If the Deficiency Amount for such Payment Date is greaterthan zero, the Trustee shall furnish to the Insurer no later than 12:00 noon New York Citytime on the Determination Date, and in no event later than the Draw Date, a completed Notice
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of Claim in the amount of the Deficiency Amount (such amount being hereinafter referred toas the “Policy Claim Amount”). Amounts paid by the Insurer under the Policy shall bedeposited by the Indenture Trusteeinto the Collection Account for payment to Noteholders on the related Payment Date (orpromptly following payment by the Insurer on a later date as set forth in the Policy) solelyin accordance with the terms of the Policy.”     This First Supplemental Indenture shall be construed in accordance with and governed by thesubstantive laws of the State of New York (including New York General Obligations Laws §§ 5-1401and 5-1402, but otherwise without regard to conflict of law provisions thereof) applicable toagreements made and to be performed therein.     This First Supplemental Indenture may be executed in any number of counterparts, each of which soexecuted shall be deemed to be an original, but all such counterparts shall together constitute butone and the same instrument.
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     IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture to be dulyexecuted as of the day and year first above written.         Bay View 2005-LJ-1 Owner Trust,      as Issuer           By: Wilmington Trust Company,      not in its individual      capacity, but solely as Owner Trustee           By:             Name:             Title:                    Deutsche Bank Trust Company Americas,    not in its individual capacity, but solely as    Indenture Trustee           By:             Name:             Title:           Consented and Agreed to:MBIA Insurance Corporation