POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

You are currently viewing:

This Pooling and Servicing Agreement involves

BAYVIEW FINANCIAL SECURITIES CO LLC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 2/1/2006

POOLING AND SERVICING AGREEMENT, Parties: bayview financial securities co llc

Exhibit 4.3

FORM OF

POOLING AND SERVICING AGREEMENT

among

BAYVIEW FINANCIAL SECURITIES COMPANY, LLC,

as Depositor

[ ],

as Master Servicer

and

[ ],

not in its individual capacity, but solely as Trustee

BAYVIEW FINANCIAL MORTGAGE PASS-THROUGH TRUST 200[ ]-[ ]
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 200[ ]-[ ]

Dated as of [ ]

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

Section 1.01. Certain Defined Terms.

Section 1.02. Provisions of General Application.

ARTICLE II TRANSFER OF ASSETS

Section 2.01. Conveyance of Mortgage Loans.

Section 2.02. Acceptance and Acknowledgement by Trustee.

Section 2.03. Repurchase or Substitution of Mortgage Loans by the

Seller or the Depositor.

Section 2.04. Grant of Security Interest; Intended Characterization.

Section 2.05. Transmission of Mortgage Files.

Section 2.06. REMIC Matters.

ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 3.01. Representations and Warranties of the Master Servicer.

Section 3.02. Representations and Warranties of the Depositor.

Section 3.03. Representations and Warranties of the Depositor with

respect to the Mortgage Notes.

ARTICLE IV ADMINISTRATION AND MASTER SERVICING OF
MORTGAGE LOANS

Section 4.01. Duties of the Master Servicer.

Section 4.02. Monitoring of Servicers’ Performance.

Section 4.03. Master Servicer Fidelity Bond and Master Servicer Errors and

Omissions Insurance Policy.

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

Section 4.05. Power to Act; Procedures.

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

Section 4.07. Collection Account.

Section 4.08. Application of Funds in the Collection Account.

Section 4.09. Determination of LIBOR.

Section 4.10. Termination of Servicing Agreements; Successor Servicers.

Section 4.11. Master Servicer Liable for Enforcement.

Section 4.12. No Contractual Relationship Between Servicers and

Master Servicer or Depositor.

Section 4.13. Assumption by Trustee.

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

Assumption Agreements; Release of Collateral.

Section 4.15. Release of Mortgage Files.

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

Be Held for Trustee.

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

Term of Servicing.

Section 4.18. Cross-Collateralized Mortgage Loans.

Section 4.19. Standard Hazard and Flood Insurance Policies.

Section 4.20. Presentment of Claims and Collection of Proceeds.

Section 4.21. Maintenance of the Primary Mortgage Insurance Policies.

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

Documents.

Section 4.23. Realization Upon Defaulted Mortgage Loans.

Section 4.24. Compensation to the Master Servicer.

Section 4.25. REO Property.

Section 4.26. Delinquency Advances and Servicing Advances.

Section 4.27. Master Servicer Reports.

Section 4.28. Annual Statements as to Compliance.

Section 4.29. Annual Independent Public Accountants’ Servicing Statement.

Section 4.30. Merger or Consolidation.

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

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

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

Section 4.34. Transfer of Servicing.

Section 4.35. Master Servicer Exchange Act Reporting Requirements.

ARTICLE V THE CERTIFICATES

Section 5.01. The Certificates.

Section 5.02. Certificate Register; Registration of Transfer and Exchange

of Certificates.

Section 5.03. [Reserved]

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

Section 5.05. Persons Deemed Owners.

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

Section 5.07. Maintenance of Office or Agency.

ARTICLE VI DEPOSITS AND DISTRIBUTIONS

Section 6.01. Rights of the Holders.

Section 6.02. Establishment of Trust Accounts.

Section 6.03. Investment of Amounts.

101

Section 6.04. Collections.

101

Section 6.05. Flow of Funds.

102

Section 6.06. Disbursement of Funds.

102

Section 6.07. Allocation of Losses.

103

Section 6.08. Reports to Certificateholders.

103

Section 6.09. Presentation of Certificates.

105

Section 6.10. Compensating Interest.

106

Section 6.11. Certain Provisions With Respect to the [Underlying Securities and]

Cap Agreement.

106

Section 6.12. The Reserve Fund.

106

Section 6.13. Substitution of Cap Providers.

107

Section 6.14. [The Pre-Funding Account] [The Revolving Account].

108

Section 6.15. [The Capitalized Interest Account].

109

ARTICLE VII REMEDIES

109

Section 7.01. Limitation on Suits.

109

Section 7.02. Restoration of Rights and Remedies.

110

Section 7.03. Rights and Remedies Cumulative.

110

Section 7.04. Delay or Omission Not Waiver.

110

Section 7.05. Control by Certificateholders.

111

Section 7.06. Waiver of Past Defaults.

111

Section 7.07. Undertaking for Costs.

111

Section 7.08. Waiver of Stay or Extension Laws.

112

ARTICLE VIII LIMITATION ON LIABILITY; INDEMNITIES

112

Section 8.01. Liabilities of Mortgagors.

112

Section 8.02. Liability of the Depositor.

112

Section 8.03. Relationship of Master Servicer.

113

Section 8.04. Indemnities of the Master Servicer.

113

ARTICLE IX CONCERNING THE TRUSTEE

113

Section 9.01. Duties of Trustee.

113

Section 9.02. Certain Matters Affecting the Trustee.

115

Section 9.03. Trustee’s Disclaimer.

115

Section 9.04. Trustee May Own Certificates.

115

Section 9.05. Compensation and Indemnity.

116

Section 9.06. Replacement of Trustee.

116

Section 9.07. Successor Trustee by Merger.

117

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

117

Section 9.09. Eligibility; Disqualification.

118

Section 9.10. Fees and Expenses.

119

Section 9.11. Representations and Warranties.

119

Section 9.12. Trustee Exchange Act Reporting Requirements.

120

ARTICLE X MISCELLANEOUS

120

Section 10.01. Termination upon Liquidation or Purchase

of all Mortgage Loans.

120

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

121

Section 10.03. Additional Termination Requirements.

123

Section 10.04. Beneficiaries.

124

Section 10.05. Amendment.

124

Section 10.06. Notices.

125

Section 10.07. Merger and Integration.

127

Section 10.08. Headings.

127

Section 10.09. Severability of Provisions.

127

Section 10.10. No Proceedings.

127

Section 10.11. Governing Law; Consent to Jurisdiction; Waiver of

Jury Trial.

128

Section 10.12. Counterparts.

128

Section 10.13. Taxes.

128

Section 10.14. [Reserved]

130

Section 10.15. Provision of Information.

130

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 [ ] Schedule
Exhibit G	Cap Agreement
Exhibit H	List of Servicing Agreements and Subservicing 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	Form of Addition Notice]

SCHEDULES
Schedule I	Mortgage Loan Schedule
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	Long ARM Mortgage Loans
Schedule I-G	Stripped Mortgage Loans
Schedule I-H	Foreclosure Restricted Loans
Schedule II	Re-sold Mortgage Loans

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

POOLING AND SERVICING AGREEMENT, dated as of [ ] (this “Agreement” or “Pooling and Servicing Agreement”), among Bayview Financial Securities Company, LLC, a Delaware limited liability company, as depositor (“BFSC” or the “Depositor”), [ ], a [ ], its successors and permitted assigns, as master servicer (the “Master Servicer”) and [ ], a [ ], 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 Revolving Trust will convey the Re-sold Mortgage Loans and assign its rights under the Revolving Purchase Agreement relating to such Re-sold Mortgage Loans to Bayview Financial Property Trust II (“BFPT II”) pursuant to the Revolving Assignment Agreement, BFPT II will convey the Re-sold Mortgage Loans to the Depositor pursuant to the BFPT II Assignment Agreement, and the Depositor will transfer the Re-sold Mortgage Loans to the Trustee pursuant to this Agreement;

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

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

PRELIMINARY STATEMENT

The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) [the Cap Agreement], (ii) [the Reserve Fund], (iii) [the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls], (iv) [the right to receive and the obligation to pay AFC Shortfalls], (v) the right to receive and the obligation to pay the Class [A-IO] Termination Amount, (vi) [the Pre-Funding Account], (vii) [the Capitalized Interest Account] and (viii) any Additional Collateral (collectively, the “Excluded Trust Assets ] (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising [three] real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative [“REMIC [1],” “REMIC [2]” and “REMIC [3]”; REMIC [3] 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 [ ], Class [X] and Class [P] Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to receive and the obligation to pay AFC Shortfalls. The Class [R] Certificate represents ownership of the sole Class of residual interest in each of [REMIC [1], REMIC [2] 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 [2], other than the [R-2] Interest, and each such Interest is hereby designated as a regular interest in REMIC [2] for purposes of the REMIC Provisions. REMIC [2] shall hold as its assets the uncertificated Interests in REMIC [1], other than the [R-1] Interest, and each such Interest is hereby designated as a regular interest in REMIC [1] for purposes of the REMIC Provisions. REMIC [1] shall hold as its assets the property of the Trust Fund other than the Interests in REMIC [1] and REMIC [2] 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”):

Class Designation	Initial Principal Balance	Interest Rate
[ ]	$[ ]	(1)
[ ]	$[ ]	(1)
[ ]-Pool	(3)	(2)
[ R-1 ]	(4)	(4)

(1)

This Interest shall bear interest at a per annum rate equal to the weighted average Net Mortgage Rate of the Mortgage Loans, weighted on the principal balances of the Mortgage Loans; provided that if the amount of expenses described in clause (ii)(b) of footnote (2) below is greater than the amount of interest otherwise payable on the [ ]-Pool interest, such expenses shall be allocated to, and reduce the per annum rate of, the regular interest in REMIC [1] then outstanding with the lowest numerical designation to the extent of interest otherwise payable on such interest.

(2)

This Interest shall bear interest at a per annum rate equal to (i) the weighted average Net Mortgage Rate of the Mortgage Loans, weighted on the principal balances of such Mortgage Loans, less (ii) the product of (a) [ ], (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 1 and the denominator of which is the aggregate principal balance, as of the beginning of the related Accrual Period, of the [ ]-Pool Interest.

(3)

This interest shall have an initial principal balance equal to the aggregate principal balance of all the Mortgage Loans as of the Cut-off Date minus the aggregate initial principal balance of each other regular interest in REMIC [1].

(4)

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.

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 shall be allocated to the [ ]-Pool Interest until such interest is reduced to zero. After the [ ]-Pool Interest is reduced to zero, all Realized Losses and payments of principal shall be allocated to the outstanding [ ] Interest with the lowest numerical denomination until 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 with respect to the Mortgage Loans shall be distributed to the [ ] Interest.

REMIC [2]:

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

Class Designation	Initial Principal Balance	Interest Rate	Corresponding Class of Certificates
[ ]	$[ ]	(1)	[ ]
[ ]	(2)	(1)	[X]
[ ]	(3)	(3)	[ ]
[ R-2 ]	(4)	(4)	[R]

(1)

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

(2)

(3)

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

Distribution Date occurring in	Corresponding REMIC 2 Interest	Corresponding REMIC 1 Interest
[ ]	[ ]	[ ]
[ ]	[ ]	[ ]
[ ]	[ ]	[ ]
[ ]	[ ]	[ ]

(4)

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

On each Distribution Date, the principal distributed on the REMIC [1] Regular Interests (together with an amount equal to the interest deferred on the Class [ ] Interest for such Distribution Date) shall be distributed, and Realized Losses shall be allocated, among the Interests in REMIC [1] in the following order of priority:

(i)

first, to the [ ] Interest until its principal balance equals one-half of the Class Principal Balance of the Class [ ] Certificates immediately after such Distribution Date;

(ii)

second, to the [ ] Interest until its principal balance equals one-half of the Class Principal Balance of the Class [ ] Certificates immediately after such Distribution Date;

(iii)

third, to the [ ] Interest until its principal balance equals one-half of the Class Principal Balance of the Class [ ] Certificates immediately after such Distribution Date;

(iv)

finally, to the Class [ ] Interest, any remaining amounts.

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”):

REMIC Interests	Initial Balance	Interest Rate	Corresponding Class of Certificates
[ ]	[ (1) ]	(1)	[ ]
[ ]	$[ ]	(2)	[ ]
[ ]	(3)	(3)	[X]
[ ]	$[ ]	(4)	[P]
[ R-3 ]	(5)	(5)	[R]

(1)

The [ ] 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 [2] Regular Interest with the term “[ ]” in its designation.

(2)

This Interest shall bear interest at the lesser of (i) the Interest Rate (determined without regard to the Class [A] Available Funds Cap or the 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 [ ], [ ], and [ ] Interest, weighted on the principal balances of such Interests (the “REMIC [2] Net WAC Rate”).

(3)

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 $[ ], but such amount shall not bear interest. The interest-only component shall have a notional balance equal to the aggregate 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 [2] Net WAC Rate 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.

(4)

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.

(5)

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, each REMIC [3] 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 [3] Regular Interest.

Certificates:

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

Class Designation	Initial Class Principal Balance	Interest Rate (per annum)	Minimum Denomination	Integral Multiples in Excess of Minimum
[ ]	$(1)	[ (2) ]%	$[ (3) ]	$[ (3) ]
[ ]	$[ ]	[ (4) ]%	$[ ]	$[ ]
[ X ]	$(5)	[ (5) ]%	$[ (6) ]	$[ (6) ]
[ P ]	$[ ]	[ (7) ]%	$[ (7) ]	$[ (7) ]
[ R ]	$(8)	[ (8) ]%	$[ (9) ]	$[ (9) ]

(1)

The Class [ ] Certificates shall accrue interest on the applicable Class Notional Balance. The Class [ ] Certificates shall not be entitled to receive any distributions of principal. For purposes of the REMIC Provisions, Class [ ] shall represent beneficial ownership of the [ ] Interest in REMIC [3].

(2)

With respect to each Distribution Date up to and including the Distribution Date in [ ] and the related Accrual Period, the lesser of (i) the applicable “Interest Rate” for such date set forth on Exhibit F hereto and (ii) the weighted average (by Principal Balance) of the Net Mortgage Rates of the Mortgage Loans during the related Due Period; and with respect to any Distribution Date thereafter, [ ]%.

(3)

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

(4)

The lesser of (i) LIBOR plus [ ]% and (ii) the Class [A] 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(b) 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 [ ]%. For purposes of the REMIC Provisions, Class [ ] shall represent beneficial ownership of the [ ] Interest in REMIC [3]. Any amount distributed on Class [ ] on any Distribution Date in excess of the amount distributable on the [ ] Interest on such Distribution Date shall be treated as having been paid from the Reserve Fund, and any amount distributable on the [ ] Interest on such Distribution Date in excess of the amount distributable on Class [ ] on such Distribution Date shall be treated as having been paid to the Reserve Fund, all pursuant to and as further described in Section 2.06(d) hereof.

(5)

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(d)(ix) and (x) hereof. For purposes of the REMIC Provisions, Class [X] shall represent (i) beneficial ownership of the [ ] Interest in REMIC [3]; (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.

(6)

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

(7)

The Class [P] Certificates shall be issued without an Interest Rate, and shall be issued in minimum denominations in Percentage Interest of [ ]%. For purposes of the REMIC Provisions, the Class [P] Certificates shall represent beneficial ownership of the [ ] Interest in REMIC [3].

(8)

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

(9)

The Class [R] Certificates shall be issued as two separate certificates, one having a Percentage Interest of [ ]% and the Tax Matters Person Certificate having a Percentage Interest of [ ]%. For purposes of the REMIC Provisions, the Class [R] Certificates shall represent beneficial ownership of the [R-1],[ R-2] and [R-3] 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 Pool Balance on the last day of such Due Period.

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 the Certificates and any Distribution Date, 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 the Class [ ] Certificates shall be made on the basis of a 360-day year assumed to consist of twelve 30-day months, and all calculations of interest on the LIBOR Certificates will be made on the basis of the actual number of days elapsed in the related Accrual Period and a year of 360 days.

[Addition Notice : With respect to each sale of Subsequent Mortgage Loans to the Trustee pursuant to Section 2.01(a) of this Agreement, a notice from the Depositor substantially in the form of Exhibit P hereto delivered to the Trustee, the Master Servicer and each Rating Agency.]

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

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

Adjusted Lower Tier WAC : For any Accrual Period, the product of (a) two and (b) the weighted average of the interest rates on the [ ], [ ] and [ ] Interests determined for this purpose by first subjecting the rate payable on the [ ] Interest to a cap of zero, and subjecting the rate payable on each of the [ ] and [ ] 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 2 Net WAC Rate for the Class [A] Available Funds Cap or the Subordinate Available Funds Cap, as applicable.

Adjusted Net WAC : [to be provided if applicable.]

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.

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 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 Pool Balance for such date.

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

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

Assignment Agreement : [to be provided if applicable.]

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

Available Excess Interest : [to be provided if applicable.]

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

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

Basic Documents : This Agreement, the Purchase Agreement, the Servicing Agreements, the Assignment Agreements, the BFPT II Assignment Agreement, the Diligence Agreement and any other agreements relating to the servicing of the Mortgage Loans, the Securities Transfer Agreement, the Underwriting Agreement, the Cap Agreement and any amendment or supplement to any such document.

Basis Risk Payment : With respect to any Distribution Date 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(d)(ix).

Basis Risk Shortfall : With respect to any Distribution Date and any Class of 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 Class [A] Available Funds Cap or the Subordinate Available Funds Cap, as applicable, exceeds (ii) the aggregate amount of interest distributable on such Class on such date, calculated on the basis of the Class [A] Available Funds Cap or the Subordinate Available Funds Cap, as applicable.

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

BFPT II Assignment Agreement : The assignment agreement dated as of [ ] 1, [ ], 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 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.

[Capitalized Interest Account : The account created and maintained by the Trustee pursuant to Section 6.15(a). Such account shall not be an asset of any REMIC.]

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

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

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 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.

Class : Any Certificates having the same class designation.

Class [A] Available Funds Cap : With respect to each Class of the Class [A] Certificates and any Distribution Date, (A)(1)(a)(i) the aggregate of interest accrued (whether or not collected or advanced) for the related Due Period on all the Mortgage Loans at the applicable Net Mortgage Rates minus (ii) the aggregate of interest accrued for the related Accrual Period on the Class [A-IO] Certificates, multiplied by (b) the Class [A] Available Funds Cap Percentage divided by (2) the aggregate Class Principal Balance of the Class [A] Certificates immediately prior to such Distribution Date multiplied by (B) the fraction, expressed as a percentage, the numerator of which is 360 and the denominator of which is the actual number of days in the related Accrual Period.

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

Class [F] Certificates : [to be provided if applicable.]

Class [F] Distribution Amount : [to be provided if applicable.]

Class [F] Mortgage Loan : [to be provided if applicable.]

Class [F] Mortgage Loan Net WAC : [to be provided if applicable.]

Class [F] Shortfall : [to be provided if applicable.]

Class [A-IO] Termination Amount : [to be provided if applicable.]

Class Notional Balance : [to be provided if applicable.]

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 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 $[ ] (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 : [ ].

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

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

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

Commission : The United States Securities and Exchange Commission.

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

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 [ ], 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 [2] or REMIC [3], as applicable.

Cross-Collateralized Mortgage Loan : [to be provided if applicable.]

[ 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 Pool Balance, exceeds the applicable percentages set forth below with respect to such Distribution Date:

Distribution Date	Loss Percentage
[ ] through [ ]	[ ]% for the first month plus an additional [ ]% for each month thereafter
[ ] through [ ]	[ ]% for the first month plus an additional [ ]% for each month thereafter
[ ]through [ ]	[ ]% for the first month plus an additional [ ]% for each month thereafter
[ ] and thereafter	[ ]%]

[ 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 Pool Balance.]

Current Interest : With respect to each Class of Certificates other than the Residual Certificates and the Class [X] and Class [P] 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 immediately prior to such Distribution Date.

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

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

Cut-off Date : [ ].

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

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

Deferred Principal Amount : With respect to any Distribution Date and to any Class of Subordinate Certificates, the amount, if any, by which (i) the aggregate of Applied Loss Amounts previously applied in reduction of the Class Principal Balance thereof, together with interest thereon at the applicable Interest Rate, exceeds (ii) the sum of (a) the aggregate of amounts previously distributed on such Class in reimbursement of such amounts and (b) the amount by which the Class Principal Balance of such Class has been increased due to any Subsequent Recovery.

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

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

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

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

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

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

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

Due Period : The period from and including the second day of the calendar month preceding the calendar month in which any Distribution Date occurs to and including the first day of the calendar month in which such Distribution Date occurs (or such other period as specified in the applicable Servicing Agreement).

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

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

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

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 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 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 Amount has 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 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 Class [ ] Certificates.

Event of 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 aggregate Principal Balance of the Long ARM 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) Excess Interest for such date and (b) the Overcollateralization Release Amount for such date.]

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

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

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 : [ ].

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.

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

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.

Form 10-K Certification : As defined in Section 4.31(a).

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

Full Recourse Servicing Agreement : [to be provided if applicable.]

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.

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 : [to be provided if applicable.]

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 any 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 any 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 : $[ ].

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

[ Initial Underlying Securities Balance : $[ ].]

Initial Cap : With respect to each Adjustable Rate Mortgage Loan, the maximum percentage per annum specified in the related Mortgage Note by which the Mortgage Rate may increase on the first Adjustment Date of such Mortgage Loan.

Insurance Fee Rate : [to be provided if applicable.]

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

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

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

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 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 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, (y) Outstanding Advances and other amounts due to the Master Servicer, the Servicers, the Trustee (other than the Trustee Fee), to the extent allocable to interest, and (z) any Net Prepayment Interest Excess for such Distribution Date, (ii) all Compensating Interest paid by the Master Servicer and any amounts paid by any Servicer in respect of prepayment interest shortfalls with respect to such Distribution Date, (iii) the portion of the Purchase Price allocable to interest (less Outstanding Advances, to the extent allocable to interest, and other amounts due the Master Servicer, the Servicers or the Trustee, to the extent allocable to interest) of each Mortgage Loan that was purchased from the Trust Fund during the related Prepayment Period, (iv) the portion of any Substitution Amount allocable to interest and paid during the related Prepayment Period and (v) all Net Liquidation Proceeds, Insurance Proceeds and other recoveries collected and remittances made during the related Prepayment Period (including proceeds of Additional Collateral), to the extent allocable to interest, less Outstanding Advances, to the extent allocable to interest, and other amounts due the Master Servicer, the Servicers, the Trustee, to the extent allocable to interest, as reduced by (b) any expenses of the Trustee reimbursable pursuant to this Agreement and not reimbursed pursuant to clauses (a)(i), (a)(iii) or (a)(v) above. [For each Distribution Date up to and including the Distribution Date in [ ], the Interest Remittance Amount shall include amounts distributable from the Capitalized Interest Account in an amount equal to the Capitalized Interest Requirement for such Distribution Date.]

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

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

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 [ ]%.

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 of the [ ] Certificates.

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

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

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

Long ARM Mortgage Loan : Any Mortgage Loan listed on Schedule I-F hereto, whose next adjustment date is more than four years after the Cut-off Date.

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(d)(iii).

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

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 : [ ], or any successor or permitted assign under the terms of this 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 : [ ], 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, [ ]% per annum.

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

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

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

Minimum Bid Price : An amount equal to the greater of (A) the sum of (i) the aggregate unpaid principal balance of the Mortgage Loans plus any accrued and unpaid interest thereon from the date as to which interest was last paid to (but not including) the date of purchase, calculated at the Mortgage Rate thereon, (ii) the fair market value of all other property of the Trust Fund as determined by a third party appraisal (on all property other than cash) which appraisal may be relied upon by the Trustee, (iii) any unpaid Servicing Advances, fees and expenses of the Master Servicer, the Servicers, the Trustee and any Pool PMI Insurer (including indemnities), (iv) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any predatory or abusive lending law arising from or in connection with the origination of such Mortgage Loan and (v) the Class [A-IO] Termination Amount and (B) the sum of (i) the aggregate Class Principal Balance of the Certificates, (ii) interest accrued and unpaid on the Certificates, (iii) any Unpaid Basis Risk Shortfalls and Deferred Principal Amounts with respect to the Certificates, (iv) any unpaid Servicing Advances, fees and expenses of the Master Servicer, the Servicers, the Trustee and any Pool PMI Insurer (including indemnities), (v) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any predatory or abusive lending law arising from or in connection with the origination of such Mortgage Loan and (vi) the Class [A-IO] Termination Amount.

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.

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

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

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

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 may be amended from time to time to reflect the addition of Mortgage Loans [(including the addition of any [Subsequent] [Additional Mortgage Loans)] to, or the removal of Mortgage Loans from, the Trust Fund, and shall be prepared by or on behalf of the Depositor and shall set forth the following information with respect to each Mortgage Loan:

(i)

the Mortgage Loan identifying number;

(ii)

the Mortgagor’s name;

(iii)

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

(iv)

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

(v)

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

(vi)

the lien position of such Mortgage Loan;

(vii)

whether such Mortgage Loan is a Balloon Loan;

(viii)

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

(ix)

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

(x)

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

(xi)

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

(xii)

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

(xiii)

the Mortgage Rate as of the Cut-off Date;

(xiv)

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

(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 Initial Cap and the Periodic 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); and

(xxxviii)

a code identifying if such Mortgage Loan is an Additional Collateral Mortgage Loan.

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

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

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

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

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

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

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

Net Mortgage Rate : As to each Mortgage Loan, with respect to any date of determination, a rate per annum equal to the excess of the Mortgage Rate in effect as of the Due Date in the preceding calendar month over the sum of the applicable Servicing Fee Rate, the Master Servicing Fee Rate, the Trustee Fee Rate, any lender-paid primary mortgage insurance premium expressed as an annual rate and, in the case of a Pool PMI-Insured Mortgage Loan, the Insurance Fee Rate, and, with respect to Mortgage Loans identified on the Mortgage Loan Schedule as “Retained Interest Mortgage Loans,” the applicable Retained Interest Rate.

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

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

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

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

Non-Performing Mortgage Loan : [to be provided if applicable.]

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

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

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

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

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

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

[ Original Capitalized Interest Amount : $[ ].]

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

Overcollateralization Amount : With respect to any Distribution Date, the amount, if any, by which (a) the Pool Balance for such date exceeds (b) the aggregate Class Principal Balance of the LIBOR Certificates on such date after giving effect to distributions on such Distribution Date.

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

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

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

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

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

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

Periodic Cap : With respect to each Adjustable Rate Mortgage Loan, the maximum percentage per annum specified in the related Mortgage Note by which the Mortgage Rate may increase on any Adjustment Date after the first Adjustment Date of such Mortgage Loan.

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

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

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

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

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

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

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

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

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

[ Pre-Funding Account : The pre-funding account established by the Trustee pursuant to Section 6.14.]

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

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

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

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

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

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

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

Principal Distribution Amount : With respect to any Distribution Date, the Principal Remittance Amount for such date minus the Overcollateralization Release Amount, if any, for such date.

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

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

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

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

Prospectus : The prospectus supplement dated [ ], together with the accompanying prospectus dated [ ], relating to the [ ] Certificates.

Purchase Agreement : The Mortgage Loan Purchase Agreement dated as of [ ], by and between the Seller and the Depositor, providing for the transfer of the Mortgage Loans (other than the Re-sold Mortgage Loans) to the Depositor.

Purchase Price : With respect to any Mortgage Loan, an amount equal to the sum of (i) the unpaid principal balance of such Mortgage Loan immediately prior to the repurchase date, (ii) any accrued and unpaid interest thereon from the date as to which interest was last paid to (but not including) the date of purchase, calculated at the Mortgage Rate thereon, (iii) any unreimbursed Servicing Advances with respect to such Mortgage Loan, and (iv) the amount of any costs and damages incurred by the Trust Fund as a result of any violation of any predatory or abusive lending law arising from or in connection with the origination of such Mortgage Loan.

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

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

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

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

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

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

Record Date : With respect to any Distribution Date, the close of business on the Business Day immediately preceding such Distribution Date.

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

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

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

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

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

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

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

REMIC 2 Net WAC Rate : As described in the Preliminary Statement to this Agreement at footnote (2) under the table describing REMIC 3.

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

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

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

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

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

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

REO Property : Loan Collateral acquired by the Trustee, or by the Master Servicer or any Servicer (or agent or nominee thereof) on behalf of the Trustee, through foreclosure or deed-in-lieu of foreclosure or otherwise in connection with a defaulted Mortgage Loan.

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

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

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

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

Residual Certificate : [As specified in the preliminary statement].

Re-sold Mortgage Loan : Any Mortgage Loan assigned by the 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 hereto.

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

Restricted Certificate : Each Class [X], Class [P] and Class [R] Certificate.

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

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

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

[ Revolving Account : The revolving account established by the Trustee pursuant to Section 6.14.]

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

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

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

[ Revolving Period : The period beginning on the Closing Date and ending on [ ].]

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

Revolving Trust : Bayview Financial Revolving Asset Trust [ ].

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

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

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

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

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

Securities Transfer Agreement : [to be provided if applicable].

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

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

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

Seller Retained Interest Rate : [to be provided if applicable.]

Senior Certificate : Any Class [ ] Certificate.

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

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

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

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

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

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

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

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

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

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

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

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

Class	Percentage
[ ]	[ ]%
[ ]	[ ]%
[ ]	[ ]%
[ ]	[ ]%]

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

[ Subordinate Available Funds Cap : With respect to each Class of Subordinate Certificates that is a Class of LIBOR Certificates, (A)(1)(a) the aggregate of interest accrued (whether or not collected or advanced) for the related Due Period on all Mortgage Loans at the applicable Net Mortgage Rates minus (b) the aggregate of interest accrued for the related Accrual Period on the Senior Certificates, divided by (2) the aggregate Class Principal Balance of the Subordinate Certificates immediately prior to such Distribution Date multiplied by (B) the fraction, expressed as a percentage, the numerator of which is 360 and the denominator of which is the actual number of days in the related Accrual Period.]

Subordinate Certificate : Any Class [ ] Certificate.

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

Class	Percentage
[ ]	[ ]%
[ ]	[ ]%
[ ]	[ ]%
[ ]	[ ]%]

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

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

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

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

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

Subsidiary REMIC : As described in the Preliminary Statement.

Subsidiary REMIC Interest : Any one of the Subsidiary REMIC Interests or the [ ] Interest.

Subsidiary REMIC Regular Interest : Any one of the “regular interests” in the Subsidiary REMIC described in the Preliminary Statement.

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

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

Targeted Overcollateralization Amount : With respect to any Distribution Date (i) prior to the Stepdown Date, the product of [ ]% and the Cut-off Date Pool Balance, (ii) on and after the Stepdown Date if a Trigger Event is not in effect, the greater of (a) the product of [ ]% and the Cut-off Date Pool Balance and (b) the product of [ ]% and the Pool Balance for such Distribution Date, and (iii) on and after the Stepdown Date if a Trigger Event is in effect, the amount calculated under this definition for the immediately preceding Distribution Date.

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

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

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

Termination Date : As defined in Section 10.01.

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

Three Month Average 60-Day Delinquency Rate : [to be provided if applicable.]

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

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

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

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

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

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

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

Trust Fund : The corpus of the trust created hereunder, consisting of all accounts, accounts receivable, contract rights, claims, choses in action, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities and rights to payment of any and every kind consisting of, arising from or relating to any of the following: (a)(i) the Mortgage Loans (other than the related servicing rights), listed in the Mortgage Loan Schedules attached hereto as Schedule I (and subdivided into Schedule I-A, Schedule I-B, Schedule I-C, Schedule I-D, Schedule I-E, Schedule I-F, Schedule I-G and Schedule I-H) and Schedule II (and subdivided into Schedule II-A, Schedule II-B and Schedule II-C), including all payments of interest (other than any Retained Interest), all prepayment premiums or penalties or yield maintenance payments received or receivable by the Depositor on or with respect to the Mortgage Loans listed on Schedule I-B hereto, and all principal and other amounts received or receivable on or with respect to the Mortgage Loans on or after the Cut-off Date (other than payments due on or prior to such date) and all payments due after such date but received prior to such date, (ii) the related Mortgage Files and all rights of the Depositor in the Loan Collateral, (iii) any Insurance Policies and (iv) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (i) above), (b) the Collection Account, the Certificate Distribution Account, [the Pre-Funding Account, the Capitalized Interest Account,] [the Revolving Account] and the Reserve Fund and all amounts deposited therein pursuant to the applicable provisions of this Agreement, (c) any Eligible Investments held or amounts on deposit in any Trust Account, (d) the Cap Agreement and all payments received from the Cap Provider thereunder (to the extent provided herein) or received as proceeds from the sale of any Excess Cap Amount, (e) the rights of the Depositor under the Purchase Agreement, the Assignment Agreements, each Servicing Agreement, the Diligence Agreement and the Management Agreement, (f) the rights of the Trustee under each Servicing Agreement, (g) all Holdback Amounts on deposit in custodial accounts established by [BLS] for the benefit of the Trust Fund, and (h) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing.

Trustee : [ ], a national banking association, and any successor in interest, not in its individual capacity, but solely as Trustee hereunder.

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

Trustee Fee Rate : [ ]% per annum.

Underlying Agreement : [to be provided if applicable.]

Underlying Distribution Date : [to be provided if applicable.]

Underlying Distribution Date Statement : [to be provided if applicable.]

Underlying Loans : [to be provided if applicable.]

Underlying Securities : [to be provided if applicable.]

Underlying Securities Balance : $[ ].

Underlying Servicing Fee Rate : [to be provided if applicable.]

Underlying Trust Fund : [to be provided if applicable.]

Underlying Trustee : [to be provided if applicable.]

Underwriter : [ ].

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

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

Unpaid Class [F] Shortfall : [to be provided if applicable.]

Upper Tier REMIC : REMIC [3].

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

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

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

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

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

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

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

Section 1.02. Provisions of General Application .

(a)

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

(i)

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

(ii)

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

(iii)

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

(iv)

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

(v)

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

(vi)

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

(b)

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

ARTICLE II

TRANSFER OF ASSETS

Section 2.01. Conveyance of Mortgage Loans .

(a)

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

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

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

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

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

(i)

[ ];

(ii)

[ ]; and

(iii)

[ ].

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

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

(b)

In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, Trustee for the benefit of Certificateholders and the following documents or instruments with respect to each Mortgage Loan (a “Mortgage File”) so transferred and assigned:

(i)

(A) the original Mortgage Note, endorsed in the following form: “Pay to the order of [ ], as Trustee for Bayview Financial Mortgage Pass-Through Trust 200[ ]-[ ] Mortgage Pass-Through Certificates, Series 200[ ]-[ ], without recourse” or in blank, with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee or (B) an original or copy of the installment sale contract for the purchase of the related Mortgaged Property;

(ii)

with respect to each Mortgage Loan, (A) the original Mortgage or copy of the Mortgage with evidence of recording thereon [(or, in the case of a Mortgage for which the related Mortgaged Property is located in the Commonwealth of Puerto Rico, a true copy of the Mortgage certified as such by the applicable notary)] and (B) the original or a copy of recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon;

(iii)

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

(iv)

the original recorded Assignment or Assignments of the Mortgage and originals or copies of all intervening assignments showing a complete chain of assignment from the originator (or, if applicable, from the U.S. Department of Housing and Urban Development) to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii), or, in the case of a Cooperative Loan, an original Assignment of the Security Agreement; provided, however, that such Assignment or Assignments of Mortgage need not be delivered in the case of a Mortgage for which the related Mortgaged Property is located in the Commonwealth of Puerto Rico;

(v)

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

(vi)

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

(vii)

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

(viii)

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

(ix)

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

With respect to each Mortgage Loan other than a MERS Mortgage Loan, the Depositor shall either (i) deliver an Opinion of Counsel (which must be independent counsel) acceptable to the Trustee and the Rating Agencies, to the effect that recording in the related jurisdiction is not required to protect the Trustee’s interest in the related Mortgage Loan or (ii) promptly (and in no event later than 30 Business Days following the Closing Date) submit or cause to be submitted for recording, at the Depositor’s own expense, in the appropriate public office each Assignment referred to in Sections 2.01(b)(iii) or (iv) above. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Depositor shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded.

With respect to each MERS Mortgage Loan, the Trustee, at the expense of the Depositor and at the direction and with the cooperation of the applicable Servicer, shall cause to be taken such actions as are necessary to cause the Trustee to be clearly identified as the owner of each such Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

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

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

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

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

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

Section 2.02. Acceptance and Acknowledgement by Trustee.

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

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

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

The Trustee agrees, for the benefit of the Certificateholders, to review each Mortgage File within [ ] days after the Closing Date [(or, in the case of [Subsequent Mortgage Loans] [Additional Mortgage Loans], the Transfer Date)] (or, with respect to any document delivered after the Closing Date [(or, in the case of [Subsequent Mortgage Loans] [Additional Mortgage Loans], the Transfer Date)], within [ ] days of receipt and with respect to any Qualified Substitute Mortgage Loan, within [ ] days after the assignment thereof) and to certify, in substantially the form attached hereto as Exhibit C that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i) through (iii) of the definition of Mortgage Loan Schedule contained herein accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is not under any duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face, or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. In addition, the Trustee makes no representation or warranty regarding collectibility, insurability, effectiveness or suitability of any Mortgage Loan.

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

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

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

(a)

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

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

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

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

The Seller shall have the option, but not the obligation, to substitute a Qualified Substitute Mortgage Loan for a Removable Mortgage Loan in the manner and subject to the limitations set forth in Section 2.03(d). The Seller’s option shall be exercisable on the date that such Mortgage Loan becomes 30 days delinquent, provided that in no event shall any such substitution occur more than 90 days following the Closing Date, unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on “prohibited transactions” on the Trust Fund or contributions after the Startup Day, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause each REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. If the Seller exercises such option with respect to any Removable Mortgage Loan, such Mortgage Loan shall be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan). Without regard to whether the related Mortgagor subsequently makes a late Monthly Payment, the Seller shall retain its right to exercise the option described above.

(b)

Within 90 days of the earlier of discovery by the Depositor or receipt of notice by the Depositor of the breach of any representation or warranty of the Depositor set forth in Section 3.03 with respect to any Mortgage Loan, which materially and adversely affects the value of such Mortgage Loan or the interest therein of the Certificateholders, and that does not also constitute a breach of a representation or warranty of the Seller in the related Revolving Purchase Agreement, the Depositor shall (i) cure such breach in all material respects, (ii) repurchase the Mortgage Loan from the Trustee at the Purchase Price or (iii) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(d). The Purchase Price for any repurchased Mortgage Loan shall be delivered to the Master Servicer for deposit in the Collection Account, and the Trustee, upon receipt of written certification from the Master Servicer of such deposit, shall at the Depositor’s direction release to the Depositor the related Mortgage File and shall execute and deliver such instruments of transfer or assignment furnished by the Depositor, in each case without recourse, as the Depositor shall furnish to it and as shall be necessary to vest in the Depositor any Mortgage Loan released pursuant hereto.

(c)

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

(d)

Any substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.03(a), in the case of the Seller, or Section 2.03(b), in the case of the Depositor, must be effected prior to the date that is two years after the Closing Date, unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not result in an Adverse REMIC Event.

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

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

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

Section 2.04. Grant of Security Interest; Intended Characterization .

(a)

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

(b)

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

The Depositor shall not organize under the law of any jurisdiction other than the State under which it is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and mediate transferee, including the Trustee. Before effecting such change, the Depositor shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans. In connection with the transactions contemplated by the Basic Documents, the Depositor authorizes its immediate or mediate transferee, including the Trustee, to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this Section 2.04(b).

(c)

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

Section 2.05. Transmission of Mortgage Files .

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

Section 2.06. REMIC Matters .

(a)

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

(b)

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

(c)

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

(d)

The Trustee shall treat the holders of LIBOR Certificates as having entered into a notional principal contract with respect to the holders of the Class [X] Certificates. Pursuant to each such notional principal contract, all holders of LIBOR Certificates will be treated as having agreed to pay, on each Distribution Date, to the holders of the Class [X] Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on the Interest in REMIC [3] corresponding to such Class of LIBOR Certificates on such Distribution Date over (ii) the amount payable on such Class of LIBOR Certificates on such Distribution Date (such excess, an “AFC Shortfall”). In addition, pursuant to each such notional principal contract, the Holders of the Class [X] Certificates will be treated as having agreed to pay the excess, if any, of the amount described in clause (ii) of the preceding sentence over the amount described in clause (i) of the preceding sentence to the holders of the related Class of LIBOR Certificates. Any payments to the LIBOR Certificates in light of the foregoing shall not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the LIBOR Certificates of an AFC Shortfall shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their Interests in REMIC [3] and as having been paid by such holders to the Reserve Fund pursuant to the notional principal contract.

(e)

Thus, each LIBOR Certificate shall be treated as representing not only ownership of a regular interest in REMIC [3], but also rights and obligations with respect to a notional principal contract. For tax purposes, this notional principal contract will be deemed to have a value of $[ ] in respect of Class [ ], $[ ] in respect of Class [ ], $[ ] in respect of Class [ ], $[ ] in respect of Class [ ] and a value of $[ ] in respect of Class [ ].

(f)

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

(g)

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

(h)

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

(i)

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

SITE SEARCH

AGREEMENTS / CONTRACTS

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates