POOLING AND SERVICING AGREEMENT

POOLING AND SERVICING AGREEMENT

among

BAYVIEW FINANCIAL SECURITIES COMPANY, LLC,

as Depositor

WELLS FARGO BANK, N.A.,

as Master Servicer

and

U.S. BANK NATIONAL ASSOCIATION,

not in its individual capacity, but solely as Trustee

BAYVIEW FINANCIAL MORTGAGE PASS-THROUGH TRUST 2006-D

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-D

Dated as of November 1, 2006

TABLE OF CONTENTS

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

W I T N E S S E T H:

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

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

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

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

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

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

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

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

PRELIMINARY STATEMENT

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

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

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

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

REMIC 1:

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

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

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

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

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

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

REMIC 2:

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

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

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

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

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

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

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

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

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

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

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

REMIC 3:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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REMIC 4:

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

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

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

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

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

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

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

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

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

Certificates:

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

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ARTICLE I

DEFINITIONS

Section 1.01.    Certain Defined Terms.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

60-Day Delinquency Rate : With respect to any Due Period, the fraction, expressed as a percentage, (a) the numerator of which is the aggregate outstanding principal balance of all Mortgage Loans 60 days or more delinquent, all Mortgage Loans in foreclosure, and all Mortgage Loans relating to REO Property as of the close of business on the last day of such Due Period and (b) the denominator of which is the Aggregate Pool Balance on the last day of such Due Period.

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

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

Accepted Master Servicing Practices : With respect to any Mortgage Loan, those customary mortgage master servicing practices of prudent mortgage servicing institutions that master service mortgage loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, to the extent applicable to the Master Servicer (except in its capacity as successor to a Servicer).

Accrual Period : With respect to any Distribution Date and (i) the Group 1 Certificates, the calendar month immediately preceding such Distribution Date and (ii) the Class A-IO Certificates (and each Component thereof) and the LIBOR Certificates, the period commencing on the immediately preceding Distribution Date (or the Closing Date in the case of the first Accrual Period) and ending on the day immediately preceding the current Distribution Date; provided, however , that the period determined pursuant to clause (i) shall be determined without giving effect to the parenthetical clause in the definition of Distribution Date. All calculations of interest on each Component of the Class A-IO Certificates and the Group 1 Certificates shall be made on the basis of a 360-day year assumed to consist of twelve 30-day months, and all calculations of interest on the LIBOR Certificates will be made on the basis of the actual number of days elapsed in the related Accrual Period and a year of 360 days.

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

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

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

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

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

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

Additional Termination Event : As defined in the Swap Agreement.

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

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

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

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

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

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

Affected Party : As defined in the Swap Agreement.

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

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

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

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

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

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

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

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

Available Excess Interest : Not applicable.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Certificate Registrar : The registrar specified in Section 5.02 hereof.

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

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

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

Class : Any Certificates having the same class designation.

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

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

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

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

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

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

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

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

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

Closing Date : December 15, 2006.

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

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

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

Commission : The United States Securities and Exchange Commission.

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

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

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

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

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

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

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

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

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

Cooperative Shares : Shares issued by a Cooperative Corporation.

Corporate Trust Office : The office of the Trustee performing the corporate trust services to be performed under the Basic Documents, which shall initially be located at One Federal Street, EX-MA-FED, Boston, Massachusetts 02110, and at any time thereafter shall be the office designated by the Trustee to the other parties hereto in writing.

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

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

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

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

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Cumulative Realized Loss Percentage : Not applicable.

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

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

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

Custodian Fee Rate : 0.0025% per annum.

Cut-off Date : November 1, 2006.

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

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

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Defaulting Party : As defined in the Swap Agreement.

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

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

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

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

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

Depositor : Bayview Financial Securities Company, LLC, a Delaware limited liability company, and its successors and assigns.

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

Determination Date : With respect to any Distribution Date, the 18th day of the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business Day.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(ii)    repurchase agreements on obligations specified in clause (a); provided that the short-term debt obligations of the party agreeing to repurchase are rated no less than F1 by Fitch, A-1 by S&P and P-1 by Moody’s (in each case if such rating agency is a Rating Agency);

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

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

(v)    securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or any state thereof which have a short-term credit rating from each Rating Agency, at the time of investment or the contractual commitment providing for such investment, no less than F1 by Fitch, A-1 by S&P and P-1 by Moody’s (in each case if such rating agency is a Rating Agency); provided, however , that securities issued by any particular corporation will not be Eligible Investments to the extent that investment therein will cause the then outstanding principal amount of securities issued by such corporation and held as part of the Trust Fund to exceed 20% of the Aggregate Pool Balance; provided , further , that such securities will not be Eligible Investments if they are identified as being under review with negative implications from any Rating Agency;

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(vi)    securities of money market funds or mutual funds rated AAAm or AAAm-G by S&P, AAA or better by Fitch and Aa1 by Moody’s (in each case if such rating agency is a Rating Agency) (including any such funds for which the Trustee in its individual capacity or the Master Servicer, or any of their respective Affiliates, receives compensation as administrator, sponsor, agent or the like); and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Excluded Servicing Obligations : As defined in Section 4.01 hereof.

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

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

FDIC : The Federal Deposit Insurance Corporation.

FHA : The Federal Housing Administration.

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

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

FHA Mortgage Loan : Not applicable.

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

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

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

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

Fitch : Fitch Ratings, or any successor thereto.

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

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

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

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

Full Recourse Servicing Agreement : Not applicable.

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

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

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

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

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

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

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

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

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

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

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

HUD : United States Department of Housing and Urban Development.

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

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

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

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

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

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

Initial Overcollateralization Percentage : 0.40%.

Insurance Fee Rate : Not applicable.

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

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

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

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

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

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

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

Junior Mortgage Loan : Not applicable.

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

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

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LIBOR for the initial Accrual Period shall be 5.35%.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Maximum Master Servicing Fee Rate : 0.035% per annum.

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

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

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

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

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

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

Mortgage File : As defined in Section 2.01 hereof.

Mortgage Loan :

(a)    either

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

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

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

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

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

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

(f)    all proceeds of any of the foregoing.

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

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

Mortgage Loan Schedule : As of any date, the list of Mortgage Loans included in the Trust Fund, attached hereto as Schedule I (and subdivided into Schedule I-A, Schedule I-B, Schedule I-C, Schedule I-D, Schedule I-E, Schedule I-F, Schedule I-G and Schedule I-H). The Mortgage Loan Schedule shall be prepared by or on behalf of the Depositor and shall set forth the following information with respect to each Mortgage Loan:

(i)    the Mortgage Loan identifying number;

(ii)    the Mortgagor’s name;

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

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

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

(vi)    the lien position of such Mortgage Loan;

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

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

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

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

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

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

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

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

(xv)    the Due Date currently in effect;

(xvi)     the stated maturity date;

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

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

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

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

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

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

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

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

(xxv)     the Mortgage Rate at origination;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Mortgage Pool : Either Pool 1 or Pool 2.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

PCAOB : The Public Company Accounting Oversight Board.

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

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

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

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

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

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

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

Pool PMI Insurance Policy : Not applicable.

Pool PMI Insurance Premium : Not applicable.

Pool PMI-Insured Mortgage Loan : Not applicable.

Pool PMI Insurer : Not applicable.

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

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

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

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

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

Pool 2 Available Funds Cap : With respect to the Group 2 Certificates and any Distribution Date, (A)(1)(a) the aggregate of interest accrued (whether or not collected or advanced) for the related Due Period on the Pool 2 Mortgage Loans at the applicable Net Mortgage Rates minus (b) the sum of (x) any Net Swap Payment or Swap Termination Payment owed to the Swap Counterparty ( provided that any such Swap Termination Payment is not due to a Swap Counterparty Trigger Event) and (y) the aggregate of interest accrued for the related Accrual Period on the A-IO(2) Component for such Distribution Date, multiplied by (2) the Senior Available Funds Cap Percentage, divided by (3) the aggregate Class Principal Balance of the Group 2 Certificates immediately prior to such Distribution Date, multiplied by (B) the fraction, expressed as a percentage, the numerator of which is 360, and the denominator of which is the actual number of days in the related Accrual Period.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Purchase Agreement : The Mortgage Loan Purchase Agreement dated as of November 1, 2006, by and between the Seller and the Depositor, providing for the transfer of the Mortgage Loans (other than the Re-sold Mortgage Loans) to the Depositor.

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

Qualified Substitute Mortgage Loan : A mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement which must, on the date of such substitution, (i) have an outstanding principal balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, not in excess of the Principal Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs, (ii) have a Mortgage Rate not less than (and not more than one percentage point in excess of) the Mortgage Rate of the Deleted Mortgage Loan (taking into account the rate of any retained interest, if applicable), (iii) in the case of any Adjustable Rate Mortgage Loan, have a maximum Mortgage Rate not less than the maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) in the case of any Adjustable Rate Mortgage Loan, have a minimum Mortgage Rate not less than the minimum Mortgage Rate of the Deleted Mortgage Loan, (v) in the case of any Adjustable Rate Mortgage Loan, have a gross margin not less than (and not more than one percentage point in excess of) the gross margin of the Deleted Mortgage Loan, (vi) in the case of any Adjustable Rate Mortgage Loan, have a next adjustment date not more than two months later than the next adjustment date on the Deleted Mortgage Loan, (vii) have a remaining term to maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan ( provided , however , that in no case shall such substitute mortgage loan have a maturity date later than the Final Scheduled Distribution Date), (viii) have the same Due Date as the Due Date on the Deleted Mortgage Loan, (ix) have a Loan-to-Value Ratio (or a Combined Loan-to-Value Ratio, as applicable) and an Effective Loan-to-Value Ratio as of the date of substitution equal to or lower than the Loan-to-Value Ratio and Effective Loan-to-Value Ratio, respectively (or Combined Loan-to-Value Ratio, as applicable) of the Deleted Mortgage Loan as of such date, (x) be an FHA Mortgage Loan if the Deleted Mortgage Loan was an FHA Mortgage Loan and be a VA Mortgage Loan if the Deleted Mortgage Loan was a VA Mortgage Loan, (xi) not be more than 29 days delinquent in payment, (xii) be a Pool PMI-Insured Mortgage Loan if the Deleted Mortgage Loan was a Pool PMI-Insured Mortgage Loan and (xiii) conform to the representations and warranties set forth in Section 6 of the Purchase Agreement or Section 6 of the related Revolving Purchase Agreement applicable to the Deleted Mortgage Loan. In the event that one or more mortgage loans are substituted for one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall be determined on the basis of aggregate principal balances, the Mortgage Rates described in clause (ii) hereof shall be determined on the basis of weighted average Mortgage Rates, the terms described in clause (vii) hereof shall be determined on the basis of weighted average remaining term to maturity ( provided that the stated maturity date of any such mortgage loan shall not be later than the Final Scheduled Distribution Date), the Loan-to-Value Ratios (or Combined Loan-to-Value Ratios, as applicable) described in clause (ix) hereof shall be satisfied as to each such mortgage loan and, except to the extent otherwise provided in this sentence, the representations and warranties described in clause (x) hereof must be satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate, as the case may be.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Residual Certificate : Any Class R or Class RL Certificate.

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

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

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

Retained Certificates : The Class B-3 Certificates.

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

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

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

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

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

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

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

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

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

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

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

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

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

Seller Retained Interest Rate : Not applicable.

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

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

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

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

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

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

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

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

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

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

Servicing Fee Rate : With respect to each Mortgage Loan, the per annum rate specified in the related Servicing Agreement and the Mortgage Loan Schedule.

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

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

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

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

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

Sponsor : Bayview Financial, L.P.

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

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

Subordinate Available Funds Cap : With respect to each Class of Subordinate Certificates that is a Class of LIBOR Certificates, (A)(1)(a) the aggregate of interest accrued (whether or not collected or advanced) for the related Due Period on all Mortgage Loans at the applicable Net Mortgage Rates minus (b) the sum of (x) any Net Swap Payment or Swap Termination Payment owed to the Swap Counterparty ( provided that any such Swap Termination Payment is not due to a Swap Counterparty Trigger Event) and (y) the aggregate of interest accrued for the related Accrual Period on the Senior Certificates (excluding any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls), divided by (2) the aggregate Class Principal Balance of the Subordinate Certificates immediately prior to such Distribution Date multiplied by (B) the fraction, expressed as a percentage, the numerator of which is 360 and the denominator of which is the actual number of days in the related Accrual Period.