EXHIBIT 4.1POOLING AND SERVICING AGREEMENT

 

EXECUTION

 

 

 

 

 

 

POOLING AND SERVICING AGREEMENT

among

BAYVIEW FINANCIAL SECURITIES COMPANY, LLC,

as Depositor

 

WELLS FARGO BANK, N.A.,

as Master Servicer

and

WACHOVIA BANK, NATIONAL ASSOCIATION,

not in its individual capacity, but solely as Trustee

 

BAYVIEW FINANCIAL
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-B

 

Dated as of March 1, 2005

 

75819 Bayview/v5

1

Pooling and Servicing Agreement

 

 

TABLE OF CONTENTS

 

Page

ARTICLE I DEFINITIONS

22

Section 1.01. Certain Defined Terms.

22

Section 1.02. Provisions of General Application.

63

ARTICLE II TRANSFER OF ASSETS

64

Section 2.01. Conveyance of Mortgage Loans.

64

Section 2.02. Acceptance and Acknowledgement by Trustee.

67

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

or the Depositor.

69

Section 2.04. Grant of Security Interest; Intended Characterization.

73

Section 2.05. Transmission of Mortgage Files.

74

Section 2.06. REMIC Matters.

75

ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS

77

Section 3.01. Representations and Warranties of the Master Servicer.

77

Section 3.02. Representations and Warranties of the Depositor.

79

Section 3.03. Representations and Warranties of the Depositor with

respect to the Mortgage Notes.

80

ARTICLE IV ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS

81

Section 4.01. Duties of the Master Servicer.

81

Section 4.02. Monitoring of Servicers’ Performance.

82

Section 4.03. Master Servicer Fidelity Bond and Master Servicer Errors

and Omissions Insurance Policy.

83

Section 4.04. Master Servicer’s Financial Statements and Related

Information.

83

Section 4.05. Power to Act; Procedures.

83

Section 4.06. Servicing Agreements; Enforcement of Servicers’

Obligations.

84

Section 4.07. Collection Account.

85

Section 4.08. Application of Funds in the Collection Account.

86

Section 4.09. Determination of LIBOR.

88

Section 4.10. Termination of Servicing Agreements; Successor Servicers.

88

Section 4.11. Master Servicer Liable for Enforcement.

89

Section 4.12. No Contractual Relationship Between Servicers and Master

Servicer or Depositor.

89

Section 4.13. Assumption by Trustee.

89

Section 4.14. “Due-on-Sale” Clauses; “Due-on-Encumbrance” Clauses,

Assumption Agreements; Release of Collateral.

90

Section 4.15. Release of Mortgage Files.

91

Section 4.16. Documents, Records and Funds in Possession of Master

Servicer To Be Held for Trustee.

92

Section 4.17. Removal of Master Servicer; Resignation of Master

Servicer; Term of Servicing.

93

Section 4.18. Cross-Collateralized Mortgage Loans.

96

Section 4.19. Standard Hazard and Flood Insurance Policies.

96

Section 4.20. Presentment of Claims and Collection of Proceeds.

97

Section 4.21. Maintenance of the Primary Mortgage Insurance Policies.

97

Section 4.22. Trustee To Retain Possession of Certain Insurance Policies

and Documents.

98

Section 4.23. Realization Upon Defaulted Mortgage Loans.

98

Section 4.24. Compensation to the Master Servicer.

98

Section 4.25. REO Property.

99

Section 4.26. Delinquency Advances and Servicing Advances.

100

Section 4.27. Master Servicer Reports.

101

Section 4.28. Annual Officer’s Certificate as to Compliance.

101

Section 4.29. Annual Independent Accountants’ Servicing Report.

102

Section 4.30. Merger or Consolidation.

102

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

102

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

103

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

103

Section 4.34. Transfer of Servicing.

104

Section 4.35. Master Servicer Exchange Act Reporting Requirements.

105

ARTICLE V THE CERTIFICATES

106

Section 5.01. The Certificates.

106

Section 5.02. Certificate Register; Registration of Transfer and Exchange

of Certificates.

107

Section 5.03. Exercise of Rights of Holders of the Class 1-A5 Certificates

111

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

111

Section 5.05. Persons Deemed Owners.

112

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

112

Section 5.07. Maintenance of Office or Agency.

112

ARTICLE VI DEPOSITS AND DISTRIBUTIONS

112

Section 6.01. Rights of the Holders.

112

Section 6.02. Establishment of Trust Accounts.

113

Section 6.03. Investment of Amounts.

118

Section 6.04. Collections.

118

Section 6.05. Flow of Funds.

119

Section 6.06. Disbursement of Funds.

127

Section 6.07. Allocation of Losses.

128

Section 6.08. Reports to Certificateholders.

128

Section 6.09. Presentation of Certificates.

131

Section 6.10. Compensating Interest.

131

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

131

Section 6.12. The Reserve Fund.

131

Section 6.13. Substitution of Cap Providers.

132

Section 6.14. The Class 1-A5 Policy.

133

ARTICLE VII REMEDIES

136

Section 7.01. Limitation on Suits.

136

Section 7.02. Restoration of Rights and Remedies.

137

Section 7.03. Rights and Remedies Cumulative.

137

Section 7.04. Delay or Omission Not Waiver.

137

Section 7.05. Control by Certificateholders.

137

Section 7.06. Waiver of Past Defaults.

138

Section 7.07. Undertaking for Costs.

138

Section 7.08. Waiver of Stay or Extension Laws.

138

ARTICLE VIII LIMITATION ON LIABILITY; INDEMNITIES

139

Section 8.01. Liabilities of Mortgagors.

139

Section 8.02. Liability of the Depositor.

139

Section 8.03. Relationship of Master Servicer.

139

Section 8.04. Indemnities of the Master Servicer.

139

ARTICLE IX CONCERNING THE TRUSTEE

140

Section 9.01. Duties of Trustee.

140

Section 9.02. Certain Matters Affecting the Trustee.

141

Section 9.03. Trustee’s Disclaimer.

142

Section 9.04. Trustee May Own Certificates.

142

Section 9.05. Compensation and Indemnity.

142

Section 9.06. Replacement of Trustee.

143

Section 9.07. Successor Trustee by Merger.

144

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

144

Section 9.09. Eligibility; Disqualification.

145

Section 9.10. Fees and Expenses.

146

Section 9.11. Representations and Warranties.

146

Section 9.12. Trustee Exchange Act Reporting Requirements.

147

ARTICLE X MISCELLANEOUS

147

Section 10.01. Termination upon Liquidation or Purchase of all Mortgage Loans.

147

Section 10.02. Optional Termination; Final Distribution on the Certificates.

147

Section 10.03. Additional Termination Requirements.

150

Section 10.04. Beneficiaries.

150

Section 10.05. Amendment.

150

Section 10.06. Notices.

152

Section 10.07. Merger and Integration.

154

Section 10.08. Headings.

154

Section 10.09. Termination of Certain of the Class 1-A5 Insurer’s Rights.

154

Section 10.10. Severability of Provisions.

154

Section 10.11. No Proceedings.

154

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

155

Section 10.13. Counterparts.

155

Section 10.14. Taxes.

155

Section 10.15. [Reserved]

157

Section 10.16. Provision of Information.

157

 

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	Cap 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	Copy of Insurance Agreement
Exhibit P-2	Copy of Class 1-A5 Policy
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		Class F Mortgage Loans
Schedule I-G		Stripped Mortgage Loans
Schedule I-H		60+ Delinquent Mortgage Loans
Schedule II-A		2004-B Re-sold Mortgage Loans
Schedule II-B		2005-A Re-sold Mortgage Loans

147990 Bayview 2005-B

i

Pooling and Servicing Agreement

 

 

POOLING AND SERVICING AGREEMENT, dated as of March 1, 2005 (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 Wachovia 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 2004-B Revolving Trust will convey the 2004-B Re-sold Mortgage Loans and assign its rights under the 2004-B Revolving Purchase Agreement relating to such Re-sold Mortgage Loans to Bayview Financial Property Trust II (“BFPT II”) pursuant to the 2004-B Revolving Assignment Agreement, BFPT II will convey the 2004-B Re-sold Mortgage Loans to the Depositor pursuant to the BFPT II Assignment Agreement, and the Depositor will transfer the 2004-B 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 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 Class F Shortfalls and Unpaid Class F Shortfalls, (vi) the right to receive and the obligation to pay the Class A-IO Termination Amount, and (vii) any Additional Collateral (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising five real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3,” “REMIC 4,”  and “REMIC 5;” REMIC 5 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 R Certificate, 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 R, Class F, Class A-IO, 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 F Certificates also represent the right to receive payments with respect to Class F Shortfalls and Unpaid Class F Shortfalls.  The Class R Certificate represents ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the Upper Tier REMIC for purposes of the REMIC Provisions.

The Upper Tier REMIC shall hold as its assets the uncertificated Interests in REMIC 4, other than the R-4 Interest, and each such Interest is hereby designated as a regular interest in REMIC 4 for purposes of the REMIC Provisions.  REMIC 4 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.  REMIC 1 shall hold as its assets the property of the Trust Fund other than the Interests in REMIC 1, REMIC 2, REMIC 3 and REMIC 4 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”):

 

(1)

This Interest shall have an initial principal balance equal to 50% of the sum of the principal balances, as of the Cut-off Date, of the Mortgage Loans in Pool 2 that are not Class F Mortgage Loans.

(2)

This Interest shall bear interest at a per annum rate equal to (i) the weighted average Net Mortgage Rate of the Mortgage Loans in Pool 2 that are not Class F Mortgage Loans, weighted on the principal balances of such Mortgage Loans, less (ii) the product of (a) 12, (b) the amount paid from the Trust Fund during the related Accrual Period pursuant to Section 4.08 hereof to the extent such amounts were paid for ordinary or routine expenses and were not taken into account in computing the Net Mortgage Rate of any Mortgage Loan and (c) 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 that are not Class F Mortgage Loans and the denominator of which is the aggregate principal balance, as of the beginning of the related Accrual Period, of  the Mortgage Loans in Pool 2.

(3)

This Interest shall have an initial principal balance equal to 25% of the sum of the principal balances, as of the Cut-off Date, of the Class F Mortgage Loans.

(4)

This Interest shall have an initial principal balance equal to 50% of the sum of the principal balances, as of the Cut-off Date, of the Class F Mortgage Loans.

(5)

This Interest shall bear interest at a per annum rate equal to the product of (i) 2 and (ii) (a) the weighted average Net Mortgage Rate of the Class F Mortgage Loans, weighted on the principal balances of such Mortgage Loans, less (b) the product of (I) 12, (II) the amount paid from the Trust Fund during the related Accrual Period pursuant to Section 4.08 hereof to the extent such amounts were paid for ordinary or routine expenses 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 that are Class F Mortgage Loans and the denominator of which is the aggregate principal balance, as of the beginning of the related Accrual Period, of the Mortgage Loans in Pool 2, less (c) 4.50%.  

(6)

This Interest shall bear interest at a per annum rate equal to the lesser of (i) 9.00% and (ii) the product of (a) 2 and (I) the excess of (A) the weighted average Net Mortgage Rate of the Class F Mortgage Loans, weighted on the principal balances of such Mortgage Loans, over (B) the product of ( i ) 12, ( ii ) the amount paid from the Trust Fund during the related Accrual Period pursuant to Section 4.08 hereof to the extent such amounts were paid for ordinary or routine expenses 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 that are Class F Mortgage Loans and the denominator of which is the aggregate principal balance, as of the beginning of the related Accrual Period, of the Mortgage Loans in Pool 2.

(7)

This Interest shall have an initial principal balance equal to the sum of the principal balances, as of the Cut-off Date, of the Pool 1 Mortgage Loans.

(8)

This Interest shall bear interest at a per annum rate equal to the weighted average Net Mortgage Rate of the Pool 1 Mortgage Loans.

(9)

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.

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 premium or expense in respect of the Class 1-A5 Policy.

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 T1-Pool-1 Interest.

On each Distribution Date, all Realized Losses and all payments of principal in respect of the Mortgage Loans in Pool 2 that are not Class F Mortgage Loans shall be allocated to the T1-ARM-A and T1-ARM-B Interests, pro rata, based on the initial principal balances of such Interests.

On each Distribution Date, Realized Losses and payments of principal in respect of the Class F Mortgage Loans shall be allocated as follows:

·

25% to the T1-Fixed-A-1 Interest,

·

25% to the T1-Fixed-A-2 Interest, and

·

50% to the T1-Fixed-B Interest.

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 Class F Mortgage Loans shall be distributed to the T1-Fixed-B Interest, and all other 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-ARM-A Interest.  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.

147990 Bayview 2005-B

1

Pooling and Servicing Agreement

 

 

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”):

 

(1)

This Interest shall have an initial principal balance equal to the sum of the principal balances, as of the Cut-off Date, of the Mortgage Loans in Pool 2 that are not Class F Mortgage Loans.

(2)

This Interest shall bear interest at the weighted average of the interest rates of the T1-ARM-A and T1-ARM-B Interests, weighted on the principal balances of such Interests.

(3)

The T2-F Interest shall be an interest-only Interest and shall be entitled to receive, on each Distribution Date through the Distribution Date in March 2009, interest that accrues on the T1-Fixed-B Interest at a per annum rate equal to the excess, if any, of (i) the interest rate of the T1-Fixed-B Interest over the (ii) product of (a) LIBOR and (b) 2.  Thereafter, the T2-F Interest shall not be entitled to any distributions.

(4)

This Interest shall have an initial principal balance equal to 50% of the sum of the principal balances, as of the Cut-off Date, of the Class F Mortgage Loans.

(5)

This Interest shall bear interest at a per annum rate equal to the weighted average of the interest rates of the T1-Fixed-A-1 and T1-Fixed-A-2 Interests, weighted on the principal balances of such Interests.

(6)

This Interest shall have an initial principal balance equal to 50% of the sum of the principal balances, as of the Cut-off Date, of the Class F Mortgage Loans

(7)

This Interest shall bear interest with respect to each Distribution Date through the Distribution Date in March 2009 at a per annum rate equal to the product of (i) LIBOR and (ii) 2, subject to a maximum rate of the interest rate of the T1-Fixed-B Interest.  Thereafter this Interest shall bear interest at a per annum rate equal to the interest rate of the T1-Fixed-B Interest.

(8)

This Interest shall have an initial principal balance equal to the sum of the principal balances, as of the Cut-off Date, of the Pool 1 Mortgage Loans.

(9)

This Interest shall bear interest at the same rate as the T1-Pool-1 Interest.  

(10)

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 Regular 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.  

On each Distribution Date, all Realized Losses and all payments of principal in respect of the Mortgage Loans in Pool 2  that are not Class F Mortgage Loans shall be allocated to the T2-ARM Interest.

On each Distribution Date, Realized Losses and payments of principal in respect of the Class F Mortgage Loans shall be allocated as follows:

·

50% to the T2-Fixed-A Interest, and

·

50% to the T2-Fixed-B Interest.

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 Class F Mortgage Loans shall be distributed to the T2-Fixed-A Interest, and all other 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-ARM Interest.  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 in Pool 1 shall be distributed to the T2-Pool-1 Interest.

147990 Bayview 2005-B

2

Pooling and Servicing Agreement

 

 

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”):

 

(1)

This Interest shall bear interest at the same rate as the T2-Pool-1 Interest.

 

(2)

This Interest shall bear interest at a per annum rate equal to the weighted average of the T2-ARM, T2-Fixed-A and T2-Fixed-B Interests for the related Accrual Period, weighted on the principal balances of such Interests.

(3)

The T3-F Interest shall not have a principal balance, but shall be entitled to receive, on each Distribution Date, 100% of the interest distributable on the T2-F Interest on such Distribution Date.

(4)

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 for such Distribution Date shall be distributed to the Interests in REMIC 3 at the rates shown above.

On each Distribution Date, all Realized Losses and all payments of principal with respect to Pool 1 and Pool 2 shall be allocated to the T3-Pool-1 or T3-Pool-2 Interests, respectively, until each such interest is reduced to zero.  After the T3-Pool-1 Interest or the T3-Pool-2 Interest is reduced to zero, all Realized Losses and payments of principal with respect to Pool 1 or Pool 2 shall be allocated to the outstanding T3-A-IO-1 Interest or T3-A-IO-2 Interest with the lowest numerical denomination, respectively, until each such interest is reduced to zero.

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 Pool 1 and Pool 2 Mortgage Loans shall be distributed to the T3-30A-IO-1 and T3-30A-IO-2 Interests, respectively.

147990 Bayview 2005-B

3

Pooling and Servicing Agreement

 

 

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”):

 

 

 

(1)

This interest rate with respect to any Distribution Date (and the related Accrual Period) for each of these REMIC 4 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 3 Interest having an “A-IO-1” in its designation and T3-Pool-1 Interest, computed after reducing the rate payable on each such REMIC 3 Interest having an “A-IO-1” in its Class designation by the Class A-I0(1) Component Interest Rate for such Distribution Date, for each Distribution Date on which interest is payable on its Corresponding REMIC 4 A-IO-1 Interest (as described in footnote (2) below).

(2)

Each of these REMIC 4 Interests is an interest-only Interest and does not have a principal balance.  For each Distribution Date on the chart below, the REMIC 4 Interest corresponding to such Distribution Date shall be entitled to interest payable on the REMIC 3 Interest corresponding to such Distribution Date at a rate equal to the lesser of (i) the Class A-I0(1) Component Interest Rate for such Distribution Date, and (ii) the interest  rate of the REMIC 3 Interest corresponding to such distribution date.  Each such REMIC 4 Interest shall be entitled to payments only for the Distribution Date to which it corresponds on the chart below.  

Distribution Date occurring on or before the Distribution Date in	Corresponding REMIC 4 Interest	Corresponding REMIC 3 Interest
April 2005	T4-1A-IO-1	T3-1A-IO-1
May 2005	T4-2A-IO-1	T3-2A-IO-1
June 2005	T4-3A-IO-1	T3-3A-IO-1
July 2005	T4-4A-IO-1	T3-4A-IO-1
August 2005	T4-5A-IO-1	T3-5A-IO-1
September 2005	T4-6A-IO-1	T3-6A-IO-1
October 2005	T4-7A-IO-1	T3-7A-IO-1
November 2005	T4-8A-IO-1	T3-8A-IO-1
December 2005	T4-9A-IO-1	T3-9A-IO-1
January 2006	T4-10A-IO-1	T3-10A-IO-1
February 2006	T4-11A-IO-1	T3-11A-IO-1
March 2006	T4-12A-IO-1	T3-12A-IO-1
April 2006	T4-13A-IO-1	T3-13A-IO-1
May 2006	T4-14A-IO-1	T3-14A-IO-1
June 2006	T4-15A-IO-1	T3-15A-IO-1
July 2006	T4-16A-IO-1	T3-16A-IO-1
August 2006	T4-17A-IO-1	T3-17A-IO-1
September 2006	T4-18A-IO-1	T3-18A-IO-1
October 2006	T4-19A-IO-1	T3-19A-IO-1
November 2006	T4-20A-IO-1	T3-20A-IO-1
December 2006	T4-21A-IO-1	T3-21A-IO-1
January 2007	T4-22A-IO-1	T3-22A-IO-1
February 2007	T4-23A-IO-1	T3-23A-IO-1
March 2007	T4-24A-IO-1	T3-24A-IO-1
April 2007	T4-25A-IO-1	T3-25A-IO-1
May 2007	T4-26A-IO-1	T3-26A-IO-1
June 2007	T4-27A-IO-1	T3-27A-IO-1
July 2007	T4-28A-IO-1	T3-28A-IO-1
August 2007	T4-29A-IO-1	T3-29A-IO-1
September 2007	T4-30A-IO-1	T3-30A-IO-1

 

(3)

This interest rate with respect to any Distribution Date (and the related Accrual Period) for each of these REMIC 4 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 3 Interest having an “A-IO-2” in its designation and T3-Pool-2 Interest, computed after reducing the rate payable on each such REMIC 3 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 4 A-IO-2 Interest (as described in footnote (4) below).

(4)

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

Distribution Date occurring on or before the Distribution Date in

Corresponding REMIC 4 Interest

Corresponding REMIC 3 Interest

 

April 2005	T4-1A-IO-2	T3-1A-IO-2
May 2005	T4-2A-IO-2	T3-2A-IO-2
June 2005	T4-3A-IO-2	T3-3A-IO-2
July 2005	T4-4A-IO-2	T3-4A-IO-2
August 2005	T4-5A-IO-2	T3-5A-IO-2
September 2005	T4-6A-IO-2	T3-6A-IO-2
October 2005	T4-7A-IO-2	T3-7A-IO-2
November 2005	T4-8A-IO-2	T3-8A-IO-2
December 2005	T4-9A-IO-2	T3-9A-IO-2
January 2006	T4-10A-IO-2	T3-10A-IO-2
February 2006	T4-11A-IO-2	T3-11A-IO-2
March 2006	T4-12A-IO-2	T3-12A-IO-2
April 2006	T4-13A-IO-2	T3-13A-IO-2
May 2006	T4-14A-IO-2	T3-14A-IO-2
June 2006	T4-15A-IO-2	T3-15A-IO-2
July 2006	T4-16A-IO-2	T3-16A-IO-2
August 2006	T4-17A-IO-2	T3-17A-IO-2
September 2006	T4-18A-IO-2	T3-18A-IO-2
October 2006	T4-19A-IO-2	T3-19A-IO-2
November 2006	T4-20A-IO-2	T3-20A-IO-2
December 2006	T4-21A-IO-2	T3-21A-IO-2
January 2007	T4-22A-IO-2	T3-22A-IO-2
February 2007	T4-23A-IO-2	T3-23A-IO-2
March 2007	T4-24A-IO-2	T3-24A-IO-2
April 2007	T4-25A-IO-2	T3-25A-IO-2
May 2007	T4-26A-IO-2	T3-26A-IO-2
June 2007	T4-27A-IO-2	T3-27A-IO-2
July 2007	T4-28A-IO-2	T3-28A-IO-2
August 2007	T4-29A-IO-2	T3-29A-IO-2
September 2007	T4-30A-IO-2	T3-30A-IO-2

(5)

This interest rate with respect to any Distribution Date (and the related Accrual Period) for each of these REMIC 4 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 3 Interest having an “A-IO” in its designation, the T3-Pool-1 Interest and T3-Pool-2 Interest, computed after (a) reducing the rate payable on each such REMIC 3 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 3 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 4 A-IO Interest (as described in footnote (2) or (4) above).

(6)

The T4-F Interest shall not have a principal balance, but shall be entitled to receive, on each Distribution Date, 100% of the interest distributable on the T3-F Interest on such Distribution Date.  

(7)

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 shall be distributed with respect to each of the Interests in REMIC 4 based on the above-described interest rates, provided however, that interest that accrues on the T4-Q Interest shall be deferred to the extent necessary to make the principal distributions described in priorities (i) through (xi) below for such Distribution Date.  Any interest so deferred shall itself bear interest at the interest rate for the T4-Q Interest.

On each Distribution Date, the principal distributed on the REMIC 3 Regular Interests (together with an amount equal to the interest deferred on the Class T4-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 T4-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 T4-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 4 having a Corresponding Class in REMIC 5 (other than a REMIC 4 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 T4-Pool-1 Interest until the aggregate principal balance of such interest, the T4-PSA-1 interest, the T4-1-A1 interest, the T4-1-A2, the T4-1-A3, the T4-1-A4, the T4-1-A5, and the T4-1-A6 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 T4-Pool-2 Interest until the aggregate principal balance of such interest, the T4-PSA-2 interest, the T4-2-A1 interest, the T4-2-A2 interest and the T4-2-A3 interest equals one half of the sum of the outstanding principal balances of the Pool 2 Mortgage Loans immediately after such Distribution Date;

(vi)

sixth, to the T4-M1 Interest until its principal balance equals one-quarter of the Class Principal Balance of the Class M-1 Certificates immediately after such Distribution Date;

(vii)

seventh, to the T4-M2 Interest until its principal balance equals one-quarter of the Class Principal Balance of the Class M-2 Certificates immediately after such Distribution Date;

(viii)

eighth, to the T4-M3 Interest until its principal balance equals one-quarter of the Class Principal Balance of the Class M-3 Certificates immediately after such Distribution Date;

(ix)

ninth, to the T4-M4 Interest until its principal balance equals one-quarter of the Class Principal Balance of the Class M-4 Certificates immediately after such Distribution Date;

(x)

tenth, to the T4-B1 Interest until its principal balance equals one-quarter of the Class Principal Balance of the Class B-1 Certificates immediately after such Distribution Date;

(xi)

eleventh, to the T4-B2 Interest until its principal balance equals one-quarter of the Class Principal Balance of the Class B-2 Certificates immediately after such Distribution Date; and

(xii)

finally, to the Class T4-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 T4-Q Interest.

147990 Bayview 2005-B

4

Pooling and Servicing Agreement

 

 

REMIC 5:

The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 5, each of which (other than the R-5 Interest) is hereby designated as a regular interest in REMIC 5 (the “REMIC 5 Regular Interests”):

 

(1)

The T5-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 4 Regular Interest with the term “A-IO” in its designation.

(2)

The T5-F Interest shall not have a principal balance, but shall be entitled to receive, on each Distribution Date, 100% of the interest distributable on the T4-F Interest on such Distribution Date.

(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 T4-1-A1, T4-1-A2, T4-1-A3, T4-1-A4, Class T4-1-A5, Class T4-1-A6, T4-2-A1, T4-2-A2, T4-2-A3, T4-M1, T4-M2, T4-M3, T4-M4, T4-B1, T4-B2 and T4-Q Interest, weighted on the principal balances of such Interests (the “REMIC 4 Net WAC Rate”); provided that, such rate shall be reduced, in the case of each interest corresponding to a Subordinate Certificate, to take account of the Class 1-A5 Premium.

(4)

The Class X Certificate shall be comprised of a principal-only component and an interest-only component.  The principal-only component shall have an initial principal balance of $5,347,948.38, 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 4 Net WAC Rate (adjusted for the payment of the Class 1-A5 Premium) over (ii) Adjusted Lower Tier WAC.  For any Distribution Date, interest that accrues on the Class X Certificate shall be deferred to the extent of any increase in the Overcollateralization Amount on such date.  Such deferred interest shall not itself bear interest.

(5)

The Class P Certificates 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 to the extent payable to the Class P Certificates.

(6)

The R-5 Interest shall not have a principal amount and shall not bear interest.  The R-5 interest is hereby designated as the sole class of residual interest in REMIC 5.

On each Distribution Date, interest distributable in respect of the REMIC 4 Regular Interests for such Distribution Date shall be distributed to the Interests in REMIC 5 at the rates shown above.

On each Distribution Date, each REMIC 5 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 5 Regular Interest.

147990 Bayview 2005-B

5

Pooling and Servicing Agreement

 

 

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 Residual 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	$58,470,000.00	(1)	$25,000	$1
Class 1-A2	22,500,000.00	(2)	$25,000	$1
Class 1-A3	21,459,000.00	(3)	$25,000	$1
Class 1-A4	6,627,000.00	(4)	$25,000	$1
Class 1-A5	13,642,000.00	(5)	$25,000	$1
Class 1-A6	13,642,000.00	(6)	$25,000	$1
Class 2-A1	108,286,000.00	(7)	$25,000	$1
Class 2-A2	49,169,000.00	(8)	$25,000	$1
Class 2-A3	51,361,000.00	(9)	$25,000	$1
Class A-IO	(10)	(11)	$1,000,000(12)	(12)
Class M-1	18,327,000.00	(13)	$25,000	$1
Class M-2	5,498,000.00	(14)	$25,000	$1
Class M-3	9,978,000.00	(15)	$25,000	$1
Class M-4	4,887,000.00	(16)	$25,000	$1
Class B-1	8,145,000.00	(17)	$25,000	$1
Class B-2	10,792,000.00	(18)	$25,000	$1
Class X	(19)	(19)	(20)	(20)
Class F	(10)	(21)	(22)	(22)
Class P	$100	(23)	(23)	(23)
Class R	(24)	(24)	(25)	(25)

(1)

The lesser of (i) 4.443% 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 4.943%.  For purposes of the REMIC Provisions, Class 1-A1 shall represent beneficial ownership of the T5-1-A1 Interest in REMIC 5.  Any amount distributed on the Class 1-A1 Certificates on any Distribution Date in excess of the amount distributable on the T5-1-A1 Interest on such Distribution Date shall be treated as having been paid from the Reserve Fund, and any amount distributable on the T5-1-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.

(2)

The lesser of (i) 4.696% 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 5.196%.  For purposes of the REMIC Provisions, Class 1-A2 shall represent beneficial ownership of the T5-1-A2 Interest in REMIC 5.  Any amount distributed on the Class 1-A2 Certificates on any Distribution Date in excess of the amount distributable on the T5-1-A2 Interest on such Distribution Date shall be treated as having been paid from the Reserve Fund, and any amount distributable on the T5-1-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) 4.894% 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 5.394%.  For purposes of the REMIC Provisions, Class 1-A3 shall represent beneficial ownership of the T5-1-A3 Interest in REMIC 5.  Any amount distributed on the Class 1-A3 Certificates on any Distribution Date in excess of the amount distributable on the T5-1-A3 Interest on such Distribution Date shall be treated as having been paid from the Reserve Fund, and any amount distributable on the T5-1-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) 5.272% 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 5.772%.  For purposes of the REMIC Provisions, Class 1-A4 shall represent beneficial ownership of the T5-1-A4 Interest in REMIC 5.  Any amount distributed on the Class 1-A4 Certificates on any Distribution Date in excess of the amount distributable on the T5-1-A4 Interest on such Distribution Date shall be treated as having been paid from the Reserve Fund, and any amount distributable on the T5-1-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) 5.656% 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 6.156%.  For purposes of the REMIC Provisions, Class 1-A5 shall represent beneficial ownership of the T5-1-A5 Interest in REMIC 5.  Any amount distributed on the Class 1-A5 Certificates on any Distribution Date in excess of the amount distributable on the T5-1-A5 Interest on such Distribution Date shall be treated as having been paid from the Reserve Fund, and any amount distributable on the T5-1-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) 5.208% 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 5.708%.  For purposes of the REMIC Provisions, Class 1-A6 shall represent beneficial ownership of the T5-1-A6 Interest in REMIC 5.  Any amount distributed on the Class 1-A6 Certificates on any Distribution Date in excess of the amount distributable on the T5-1-A6 Interest on such Distribution Date shall be treated as having been paid from the Reserve Fund, and any amount distributable on the T5-1-A6 Interest on such Distribution Date in excess of the amount distributable on Class 1-A6 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.

(7)

The lesser of (i) LIBOR plus 0.140% 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 0.210%.  For purposes of the REMIC Provisions, Class 2-A1 shall represent beneficial ownership of the T5-2A1 Interest in REMIC 5.  Any amount distributed on the Class 2-A1 Certificates on any Distribution Date in excess of the amount distributable on the T5-2A1 Interest on such Distribution Date shall be treated as having been paid from the Reserve Fund, and any amount distributable on the T5-2A1 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.

(8)

The lesser of (i) LIBOR plus 0.220% 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 0.330%.  For purposes of the REMIC Provisions, Class 2-A2 shall represent beneficial ownership of the T5-2A2 Interest in REMIC 5.  Any amount distributed on the Class 2-A2 Certificates on any Distribution Date in excess of the amount distributable on the T5-2A2 Interest on such Distribution Date shall be treated as having been paid from the Reserve Fund, and any amount distributable on the T5-2A2 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.

(9)

The lesser of (i) LIBOR plus 0.340% 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 0.510%.  For purposes of the REMIC Provisions, Class 2-A3 shall represent beneficial ownership of the T5-2A3 Interest in REMIC 5.  Any amount distributed on the Class 2-A3 Certificates on any Distribution Date in excess of the amount distributable on the T5-2A3 Interest on such Distribution Date shall be treated as having been paid from the Reserve Fund, and any amount distributable on the T5-2A3 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.

(10)

The Class A-IO and Class F Certificates shall accrue interest on the applicable 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 T5-A-IO Interest in REMIC 5.

(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 0.450% 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 0.675%.  For purposes of the REMIC Provisions, Class M-1 shall represent beneficial ownership of the T5-M1 Interest in REMIC 5.  Any amount distributed on the Class M-1 Certificates on any Distribution Date in excess of the amount distributable on the T5-M1 Interest on such Distribution Date shall be treated as having been paid from the Reserve Fund, and any amount distributable on the T5-M1 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.

(14)

The lesser of (i) LIBOR plus 0.530% 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 0.795%.  For purposes of the REMIC Provisions, Class M-2 shall represent beneficial ownership of the T5-M2 Interest in REMIC 5.  Any amount distributed on the Class M-2 Certificates on any Distribution Date in excess of the amount distributable on the T5-M2 Interest on such Distribution Date shall be treated as having been paid from the Reserve Fund, and any amount distributable on the T5-M2 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 0.680% 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 1.020%.  For purposes of the REMIC Provisions, Class M-3 shall represent beneficial ownership of the T5-M3 Interest in REMIC 5.  Any amount distributed on the Class M-3 Certificates on any Distribution Date in excess of the amount distributable on the T5-M3 Interest on such Distribution Date shall be treated as having been paid from the Reserve Fund, and any amount distributable on the T5-M3 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 0.750% 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 1.125%.  For purposes of the REMIC Provisions, Class M-4 shall represent beneficial ownership of the T5-M4 Interest in REMIC 5.  Any amount distributed on the Class M-4 Certificates on any Distribution Date in excess of the amount distributable on the T5-M4 Interest on such Distribution Date shall be treated as having been paid from the Reserve Fund, and any amount distributable on the T5-M4 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 1.400% 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 2.100%.  For purposes of the REMIC Provisions, Class B-1 shall represent beneficial ownership of the T5-B1 Interest in REMIC 5.  Any amount distributed on the Class B-1 Certificates on any Distribution Date in excess of the amount distributable on the T5-B1 Interest on such Distribution Date shall be treated as having been paid from the Reserve Fund, and any amount distributable on the T5-B1 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 2.750% 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 4.125%.  For purposes of the REMIC Provisions, Class B-2 shall represent beneficial ownership of the T5-B2 Interest in REMIC 5.  Any amount distributed on the Class B-2 Certificates on any Distribution Date in excess of the amount distributable on the T5-B2 Interest on such Distribution Date shall be treated as having been paid from the Reserve Fund, and any amount distributable on the T5-B2 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.

(19)

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 T5-X Interest in REMIC 5; (ii) beneficial ownership of the Reserve Fund; (iii) beneficial ownership of the Cap Agreement and (iv) an interest in the notional principal contracts described in Section 2.06(d) hereof.

(20)

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

(21)

A per annum rate equal to the excess, if any, of (i) the lesser of 4.50% and the Class F Mortgage Loan Net WAC over (ii) LIBOR for such date.  For purposes of the REMIC Provisions, Class F shall represent (i) beneficial ownership of the T5-F Interest in REMIC 5.  Any amount distributed on Class F on any Distribution Date in excess of the amount distributable on the T5-F Interest on such Distribution Date shall be treated as having been paid from the Reserve Fund, pursuant to and as further described in Section 2.06(d) hereof.

(22)

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

(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 T5-P Interest in REMIC 5.

(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-1, R-2, R-3, R-4 and R-5 Interests.

ARTICLE I

DEFINITIONS

Section 1.01.   Certain Defined Terms.

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

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.

2004-B Re-sold Mortgage Loan :  Any Mortgage Loan assigned by the 2004-B 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.

2004-B Revolving Assignment Agreement :  The Assignment and Relinquishment of Security Interest Agreement dated as of March 1, 2005, by and among the 2004-B Revolving Trust, BFPT II and the Indenture Trustee, as such may be amended or supplemented from time to time.

2004-B Revolving Purchase Agreement :  The Mortgage Loan Purchase Agreement dated as of April 1, 2004, by and between the Seller and BFPT II, providing for the transfer of certain mortgage loans (including the 2004-B Re-sold Mortgage Loans) to BFPT II.

2004-B Revolving Trust :  Bayview Financial Revolving Asset Trust 2004-B.

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 March 1, 2005, 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.

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), the Class F Certificates 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.  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 Class F Certificates and 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.

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 Class F Rate :  With respect to any Distribution Date through March 2009, the product of (i) the fraction, expressed as a percentage, the numerator of which is the Class F Distribution Amount for such date and the denominator of which is the aggregate Principal Balance of the Class F Mortgage Loans as of the start of the related Due Period, and (ii) 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 Due Period; and with respect to any Distribution Date thereafter, 0.00%.

Adjusted Lower Tier WAC :  For any Accrual Period, the product of (a) four and (b) the weighted average of the interest rates on the T4-Q, T4-Pool-1, T4-PSA-1, T4-Pool-2, T4-PSA-2, T4-1-A1, T4-1-A2, T4-1-A3, T4-1-A4, T4-1-A5, T4-1-A6, T4-2-A1, T4-2-A2, T4-2-A3, T4-M1, T4-M2, T4-M3, T4-M4, T4-B1 and T4-B2 Interests determined for this purpose by first subjecting the rate payable on the T4-Pool-1, T4-PSA-1, T4-Pool-2, T4-PSA-2 and T4-Q Interests to a cap of zero, and subjecting the rate payable on each of the T4-1-A1, T4-1-A2, T4-1-A3, T4-1-A4, T4-1-A5, T4-1-A6, T4-2-A1, T4-2-A2, T4-2-A3, T4-M1, T4-M2, T4-M3, T4-M4, T4-B1 and T4-B2 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 4 Net WAC Rate (reduced, in the case of any such interest corresponding to a Subordinate Certificate, to take into account the Class 1-A5 Premium) for the Pool 1 Available Funds Cap, Pool 2 Available Funds Cap or the Subordinate Available Funds Cap, as applicable.

Adjusted Net WAC :  With respect to any Distribution Date, the weighted average (by Principal Balance) of (1) the Net Mortgage Rates of the Class F Mortgage Loans minus the Adjusted Class F Rate for that date and (2) the Net Mortgage Rates of the Pool 2 Mortgage Loans other than the Class F Mortgage Loans.

Advances :  Delinquency Advances and Servicing Advances.

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

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.

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.

Aggregate Class 1-A5 Premium :  As to any Distribution Date, the sum of (a) the Class 1-A5 Premium for such Distribution Date and (b) the amount of any Class 1-A5 Premium that was not paid to the Class 1-A5 Insurer on any prior Distribution Date, together with any calculated interest thereon from the date due until paid in full at the rate specified in the Insurance Agreement.

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 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 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 2004-B Revolving Assignment Agreement and the 2005-A 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 Insurance Agreement, the Class 1-A5 Policy, 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 and any amendment or supplement to any such document.

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 as proceeds from the sale of any Excess Cap Amount; 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 Certificate pursuant to Section 6.05(e)(ix).

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, Pool 2 Available Funds Cap or 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, Pool 2 Available Funds Cap or 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 March 1, 2005, between BFPT II and the Depositor, as such may be amended or supplemented from time to time.

BLS :  Bayview Loan Servicing, LLC, 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 North Carolina or the State of New York (or such other states in which the Corporate Trust Office or the principal offices of the Master Servicer, the Class 1-A5 Insurer 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 (as such may be modified or replaced in connection with the sale of any Excess Cap Amount).

Cap Provider :  The counterparty (or any guarantor) to the Trustee required to make payments to the Trust Fund under the Cap Agreement.

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 date.

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.

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 Insurer :  Financial Guaranty Insurance Company, or any successors in interest thereto, as issuer of the Class 1-A5 Policy.

Class 1-A5 Insurer Default :  The occurrence and continuance of any of the following events:

(a)

the Class 1-A5 Insurer shall have failed to make a payment required to be made under the Class 1-A5 Policy in accordance with its terms;

(b)

the Class 1-A5 Insurer shall have (i) filed a petition or commenced a case or proceeding under any provision or chapter of the United States Bankruptcy Code or any other similar federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization, (ii) made a general assignment for the benefit of its creditors, or (iii) had an order for relief entered against it under the United States Bankruptcy Code or any other similar federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization that is final and nonappealable; or

(c)

a court of competent jurisdiction, the Office of the Commissioner of Insurance of the State of New York or other competent regulatory authority shall have entered a final and nonappealable order, judgment or decree (i) appointing a custodian, trustee, agent or receiver for the Class 1-A5 Insurer or for all or any material portion of its property or (ii) authorizing the taking of possession by a custodian, trustee, agent or receiver of the Class 1-A5 Insurer (or the taking of possession of all or any material portion of the property of the Class 1-A5 Insurer).

Class 1-A5 Policy :  The Certificate Guaranty Insurance Policy No. 05030016 dated the Closing Date, including any endorsements thereto issued by the Class 1-A5 Insurer to the Trustee for the benefit of the Holders of the Class 1-A5 Certificates, a copy of which is attached as Exhibit P-2 hereto.

Class 1-A5 Premium :  With respect to any Distribution Date and the Class 1-A5 Policy, an amount equal to 1/12th of the product of (a) the Class Principal Balance of the Class 1-A5 Certificates as of the Closing Date or such Distribution Date, as applicable (prior to giving effect to any distribution thereon on such Distribution Date) and (b) the Class 1-A5 Premium Percentage.

Class 1-A5 Premium Percentage :  The meaning assigned to “Premium Percentage” in the Insurance Agreement.

Class 1-A6 Priority Amount :  With respect to any Distribution Date, the product of (a) the applicable Class 1-A6 Lockout Percentage, (b) a fraction, the numerator of which is equal to the Class Principal Balance of the Class 1-A6 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)(1), 6.05(d)(i)(B)(2), 6.05(d)(ii)(A), 6.05(e)(i)(B) and/or 6.05(e)(ii)(B) for such date.  

Class 1-A6 Lockout Percentage :  With respect to any Distribution Date, the applicable percentage specified below with respect to such Distribution Date:

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), an amount equal to the sum of (i) an amount equal to the present value of the remaining scheduled distributions on the Class A-IO Certificates, calculated on the basis of a discount rate equal to 5.25% per annum and (ii) the aggregate amount of any Carryforward Interest for such Class remaining unpaid.

Class F Distribution Amount :  With respect to any Distribution Date (I) on or prior to March 2009, an amount equal to (A) the excess, if any, of  (i) the lesser of 4.50% and the Class F Mortgage Loan Net WAC over (ii) LIBOR for the related Accrual Period, multiplied by (B) a fraction, expressed as a percentage, the numerator of which is the actual number of days in the period beginning on the immediately preceding Distribution Date (or on the Closing Date, in the case of the first period) and ending on the day immediately preceding such Distribution Date, and the denominator of which is 360, multiplied by (C) the total Principal Balance of the Class F Mortgage Loans as of the first day of the related Due Period and (II) thereafter, $0.

Class F Mortgage Loan :  Each Mortgage Loan identified on Schedule I-F hereto, the Principal Balance of which is reflected in the Class Notional Balance of the Class F Certificates.

Class F Mortgage Loan Net WAC :  With respect to any Distribution Date, the weighted average (by Principal Balance) of the Net Mortgage Rates of the Class F Mortgage Loans for such Distribution Date, based on the assumption that interest accrues on such Mortgage Loans on the basis of a 360-day year and the actual number of days elapsed in each Due Period.

Class F Shortfall :  With respect to any Distribution Date and the Class F Certificates, the amount, if any, by which the Class F Distribution Amount, calculated without regard to the Class F Mortgage Loan Net WAC, exceeds the amount distributable on such Class on such date.

Class Notional Balance :  With respect to each Distribution Date and the related Accrual Period, and (i) 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 date and (ii) the Class F Certificates (a) for each Distribution Date through March 2009, the aggregate Principal Balance of the Class F Mortgage Loans as of the first day of the related Due Period and (b) for each Distribution Date thereafter, $0.

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 Principal Balance :  With respect to any Class of 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 (including, in the case of the Class 1-A5 Certificates, any payments made under the Class 1-A5 Policy in respect of 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.

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 $5,348,048.38 (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 :  April 8, 2005.

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 :  As defined in Section 4.31(a) hereof.

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 Available Funds Cap :  With respect to each Distribution Date, 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 date and (y) 12, and the denominator of which is the A-IO(1) Component Notional Balance for such date.

Component Interest Rate :  With respect to the A-IO(1) Component and (a) any Distribution Date up to and including the Distribution Date in September 2007, the lesser of (i) the applicable “A-IO(1) Rate” for such Component set forth on Exhibit F hereto and (ii) the Component Available Funds Cap for such 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 September 2007, the lesser of (i) the applicable “A-IO(2) Rate” for such Component set forth on Exhibit F hereto and (ii) the Adjusted Net WAC of the Mortgage Loans in Pool 2 for such 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.

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 401 S. Tryon Street, Charlotte, North Carolina 28288-1179, 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 4 or REMIC 5, as applicable.

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

Cumulative Realized Loss Percentage :  With respect to any Distribution Date, the fraction, expressed as a percentage, the numerator of which is the aggregate Realized Losses on the Mortgage Loans as of such Distribution Date and the denominator of which is the Cut-off Date Aggregate Pool Balance.

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 or Class Notional 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 date.

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

Cut-off Date :  March 1, 2005.

Cut-off Date Aggregate Pool Balance :  $408,131,048.38.

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

Deferred 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.

Deficiency Amount :  With respect to any Distribution Date and the Class 1-A5 Certificates, an amount, if any, equal to the sum of (i) the excess of (x) Current Interest for the Class 1-A5 Certificates for such Distribution Date minus any Net Prepayment Interest Shortfall and any Civil Relief Act Reduction for such Distribution Date with respect to Pool 1 allocable to the Class 1-A5 Certificates over (y) the sum of (1) the Interest Remittance Amount for Pool 1 allocated to pay Current Interest for the Class 1-A5 Certificates on such Distribution Date pursuant to Section 6.05(b)(ii) and (2) the Interest Remittance Amount for Pool 2 allocated to pay Current Interest for the Class 1-A5 Certificates on such Distribution Date pursuant to Section 6.05(c)(iv); and (ii) the Class Principal Balance of the Class 1-A5 Certificates to the extent unpaid on the Final Scheduled Distribution Date or earlier termination of the Trust Fund pursuant to Section 10.02 hereof, in each case after giving effect to distributions made on such date from sources other than the Class 1-A5 Policy.

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 60-Day Delinquency Rate as of the last day of the immediately preceding calendar month exceeds 14.00%.

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 April 1, 2005, 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.

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 April 2005.

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.

Effective Loan-to-Value Ratio :  A 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, 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 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 and the Class 1-A5 Insurer 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 (which in the case of the Class 1-A5 Certificates is determined without regard to the Class 1-A5 Policy) as evidenced by a letter from each Rating Agency to the Trustee.  Eligible Accounts may bear interest.

 

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;

(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;

(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;

(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; 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 either Rating Agency;

(vi)

securities of money market funds or mutual funds rated AAAm or AAAm-G by S&P, AAA or better by Fitch (if rated by Fitch) and Aa1 by Moody’s (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, (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, in each case after giving effect to distributions on such Distribution Date, and the denominator of which is the Aggregate Pool Balance for such 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.

ERISA-Restricted Certificates :  Each Class of Certificates other than the Group 1 Certificates, the Group 2 Certificates and Class A-IO Certificates.

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 (i) the aggregate Principal Balance of the Class F Mortgage Loans as of the first day of the related Due Period and (ii) 16.50% of the aggregate Principal Balance of the Pool 1 Mortgage Loans 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 date and (b) the Overcollateralization Release Amount for such 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 :  At any time, any Mortgage Loan that is subject to FHA Insurance and eligible for reimbursement thereunder.

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

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

Final Scheduled Distribution Date :  With respect to each Class of Certificates (other than the Class A-IO and Class F Certificates), the Distribution Date in April 2039, in the case of the Class A-IO Certificates, the Distribution Date in September 2007, and in the case of the Class F Certificates, the Distribution Date in March 2009.

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

Fitch :  Fitch, Inc. 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-H 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.

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

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

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.

Group 1 Certificate :  Any Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5 or Class 1-A6 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 or Class 2-A3 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 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.

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 :  $402,783,000.

Initial Overcollateralization Percentage : 1.3103%.

Insurance Agreement :  The Insurance and Indemnity Agreement dated as of April 8, 2005, among the Depositor, the Seller, the Trustee and the Class 1-A5 Insurer, a copy of which is attached as Exhibit P-1 hereto.

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.

Insured Amount :  With respect to the Class 1-A5 Certificates, an amount equal to the sum of (i) any Deficiency Amount and (ii) any Preference Amount.

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

Interest Rate :  With respect to each Class of Certificates other than the Class X, Class P 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 Certificate 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), 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, 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 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 :  As to any Accrual Period other than the initial Accrual Period, the rate for one month United States dollar deposits that appears on the Telerate Screen Page 3750 as of 11:00 a.m., London time, on the related LIBOR Rate Adjustment Date.  “Telerate Screen Page 3750” means the display designated as page 3750 on the Telerate Service (or such other page as may replace page 3750 on that service for the purpose of displaying London interbank offered rates of major banks).  If such rate does not appear on such page (or such other page as may replace that page on that service, or if such service is no longer offered, such other service for displaying one-month LIBOR or comparable rates as may be selected by the Master Servicer), the rate will be the Reference Bank Rate.  The “Reference Bank Rate” will be determined on the basis of the rates at which deposits in U.S. Dollars are offered by the reference banks (which shall be three major banks that are engaged in transactions in the London interbank market, selected by the Depositor) as of 11:00 a.m., London time, on the LIBOR Rate Adjustment Date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the aggregate principal balance of the LIBOR 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.

LIBOR for the initial Accrual Period shall be 2.89125%.

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 or Class B-2 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 :  As 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.

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, 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, 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).

Management Agreement :  The management agreement dated the Closing Date between the Manager, the Depositor and the Trustee, as such may be amended or supplemented from time to time.

Manager :  Bayview Financial, L.P., as manager under the Management Agreement.

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.

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;

(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;

(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;

(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 Certificate;

(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);