SERVICING AGREEMENT between BAYVIEW FINANCIAL, L.P. as Owner and BAYVIEW LOAN SERVICING, LLC as Servicer Dated as of January 1, 2006

THIS SERVICING AGREEMENT is made as of the 1st day of January, 2006 by and between Bayview Financial, L.P. (“Bayview”), and Bayview Loan Servicing, LLC (herein, the “Servicer”).

WHEREAS, the Mortgage Loans have been transferred to U.S. Bank National Association, as trustee (the “Trustee”) in connection with a securitization transaction pursuant to a pooling and servicing agreement dated as of January 1, 2006 (the “Pooling and Servicing Agreement”), among BFSC, as depositor (the “Depositor”), the Trustee and Xxxxx Fargo Bank, N.A., as master servicer (the “Master Servicer;” such term shall include its successors and assigns);

WHEREAS, each of Bayview and the Servicer desires that the Servicer perform certain servicing functions on behalf of the Certificateholders, with respect to the Mortgage Loans pursuant to this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

DEFINITIONS 1.1 Certain Defined Terms .

For purposes of this Agreement, each of the following terms shall have the meaning specified with respect thereto.

“Agreement” shall mean this Servicing Agreement as the same may be from time to time amended.

“Ancillary Income” shall include, but not be limited to late fees, late charges, not sufficient funds fees, satisfaction fees, assumption and modification fees and interest on Custodial Accounts. Ancillary Income shall not include any prepayment premiums or yield maintenance payments.

“Applicable Requirements” shall mean, as of the time of reference, all of the following: (i) all Mortgage-related obligations of Bayview, including without limitation those contractual obligations of Bayview or the Servicer contained in this Agreement or in the Mortgage documents for which Bayview is responsible; (ii) all applicable Mortgage-related federal, state and local legal and regulatory requirements (including statutes, rules, regulations and ordinances) binding upon Bayview or the Servicer; (iii) all applicable Mortgage-related requirements and guidelines of (1) each governmental agency, board, commission, instrumentality and other governmental body or office having jurisdiction, including without limitation those of FHA, FNMA, HUD and VA, and (2) any private mortgage insurance companies; (iv) all other applicable judicial and administrative judgments, orders, stipulations, awards, writs and injunctions; and (v) generally accepted servicing customs and practices of the mortgage servicing industry.

“Certificates” shall mean the Bayview Financial Mortgage Pass-Through Trust 2006-A Mortgage Pass-Through Certificates, Series 2006-A.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Commercial Mortgage Loan” means each Mortgage Loan secured by commercial property (or by mixed residential/commercial or multifamily residential property), as identified on Exhibit III hereto.

“Commission” shall mean The United States Securities and Exchange Commission.

“Determination Date” shall mean the 15 th day of each month or, if such day is not a Business Day, the immediately preceding Business Day.

“Directly Operate” shall mean, 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.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. “Xxxxxx Mae” or “FNMA” shall mean the Federal National Mortgage Association. “FHA” shall mean the Federal Housing Administration.

“Final Recovery Determination” shall mean with respect to any defaulted Mortgage Loan or any REO Property, a determination made by the Servicer that all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which the Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered. The Servicer shall maintain records and furnish to the Master Servicer (no later than the Servicer Remittance Date) a certificate signed by a Servicing Officer of the Servicer, of each Final Recovery Determination.

“Xxxxxxx Mac” or “FHLMC” shall mean the Federal Home Loan Mortgage Corporation. “Xxxxxx Mae” or “GNMA” shall mean the Government National Mortgage Association. “HUD” shall mean the U.S. Department of Housing and Urban Development.

“Independent Contractor” shall mean (i) any Person (other than the Servicer) 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 Servicer) 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.

“Mortgage,” “Mortgage Loans,” “mortgages,” “loan” or “loans” shall mean fixed or adjustable rate loans, installment sale contracts, security deeds, trust deeds, deeds of trust and related loan documents relating to fixed or adjustable rate loans which comprise the mortgage loans identified on Exhibit I.

“Mortgagor” or “Mortgagors” shall mean the mortgagors, grantors of installment sale contracts, grantors of security deeds, grantors of trust deeds and deeds of trust, and the grantors of any Mortgages.

“Owner” shall mean Bayview Financial, L.P. and its successors and assigns. “P & I” shall mean principal and interest.

“Prepayment Interest Shortfall” shall mean, as of any Distribution Date, the excess of (x) the interest portion of the Monthly Payments due on any 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 the Mortgagor that are distributable on such Distribution Date.

“Primary Mortgage Insurance” means any policy of primary mortgage insurance.

“Reconstitution Agreements” shall mean all applicable agreements executed in connection with such Securitization Transaction that govern the servicing and administration of the Mortgage Loans (and any agreements and other documents incidental thereto, including officer’s certificates).

“Regulation AB” shall mean 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.

“REMIC” shall mean a Real Estate Mortgage Investment Conduit, as defined in the Code.

“Rents from Real Property” shall mean, 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 Account” shall have the meaning assigned thereto in Section 2.8(b) hereof. “REO Disposition” shall mean the final sale of any REO Property.

“REO Imputed Payment” shall mean, as to any REO Property, for any calendar month during which such REO Property was at any time part of the Trust Fund, an amount equal to the scheduled Monthly Payment that would have been due on the related Mortgage Loan were such Mortgage Loan still outstanding, after giving effect to any adjustment of the Mortgage Rate, if applicable; provided, however , that the Servicer shall not be obligated to advance any balloon payment that would have been due on the related Mortgage Loan, but shall continue to advance the Monthly Payment in respect thereof in accordance with the amortization schedule of such Mortgage Loan.

“REO Property” shall mean Loan Collateral acquired by the Servicer through foreclosure, deed-in-lieu of foreclosure or otherwise in connection with a defaulted Mortgage Loan.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Securitization Transaction” shall mean any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.

“Servicer” shall mean Bayview Loan Servicing, LLC or any successor or permitted assign under the terms of this Agreement.

“Servicer Information” shall have the meaning set forth in Section 9.6(a)(i)(A) of this Agreement.

“Servicer Remittance Date” shall mean the 24th day of each month or, if such day is not a Business Day, the immediately preceding Business Day, commencing in February 2006.

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

“Servicing Entity” shall have the meaning set forth in Section 9.3(a). “Servicing Fee” shall have the meaning assigned thereto in Section 4.1 hereof. “Servicing Standard” shall have the meaning assigned thereto in Section 2.1 hereof.

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

“Subservicer” shall mean any Person that services Mortgage Loans on behalf of the Servicer or any Subservicer and is responsible for the performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Servicer under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of Regulation AB.

“T & I” shall mean taxes and insurance. “VA” shall mean the Veterans Administration. 1.2 Other Definitional Provisions .

Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement, a copy of which is attached hereto as Exhibit V.

ARTICLE II AGREEMENTS OF THE SERVICER 2.1 General .

The Servicer shall service and administer the Mortgage Loans on behalf of the Trustee in accordance with Applicable Requirements, the terms of this Agreement and the respective Mortgage Loans and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of prudent mortgage lenders and loan servicers administering similar mortgage loans but without regard to:

any relationship that the Servicer or any Affiliate of the Servicer may have with the related Mortgagor;

the ownership of any Certificates by the Servicer or any Affiliate of the Servicer; the Servicer’s obligation to make Delinquency Advances or Servicing Advances; or

the Servicer’s right to receive compensation for its services hereunder or with respect to any particular transaction.

The standards set forth in the immediately preceding sentence shall be referred to herein as the “Servicing Standard.”

Notwithstanding anything to the contrary in this Agreement, to the extent that rights and obligations of Bayview hereunder are terminated by the Master Servicer pursuant to Section 5.2, the Servicer shall assume such rights and obligations as if, for such purpose, it were Bayview.

2.2 Collection of Mortgage Loan Payments .

The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans, and shall, to the extent such procedures shall be consistent with this Agreement, follow such collection procedures for all Mortgage Loans that are consistent with the Servicing Standard. The Servicer may, consistent with the Servicing Standard, waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if such waiver, modification, postponement or indulgence is not material and provided that no such action will (A) change the Mortgage Rate on any Mortgage Loan, (B) defer or forgive the payment of principal or interest of any Mortgage Loan, (C) reduce or increase the outstanding principal balance of the Mortgage Loan (except for actual payments of principal) or (D) change the final maturity date of any Mortgage Loan, unless the Servicer has determined, after consultation with its counsel, that such a modification would not be treated as a “substantial modification” that would cause a deemed exchange under Section 1001(a) of the Code or applicable temporary or final regulations thereunder at any time when the Mortgage Loan is held by any REMIC created pursuant to the Pooling and Servicing Agreement. Notwithstanding the foregoing, in the event that any Mortgage Loan is in default or, in the judgment of the Servicer, such default is reasonably foreseeable, the Servicer, consistent with the Servicing Standard, may also waive, modify or vary any term of such Mortgage Loan (including modifications that would change the Mortgage Rate, defer or forgive the payment of principal or interest or extend the final maturity date of such Mortgage Loan), accept payment from the related Mortgagor of an amount less than the principal balance in final satisfaction of such Mortgage or consent to the postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor if in the Servicer’s determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders (taking into account any estimated Realized Loss that might result absent such action). In addition, if the Mortgage Rate with respect to any Mortgage Loan is subject to adjustment at the option of the holder of the Mortgage Note, the Servicer shall not exercise such option.

2.3 Procedure .

Until the principal and interest of each Mortgage Loan is paid in full, unless this Agreement is sooner terminated pursuant to the terms hereof, and subject to all Applicable Requirements, the Servicer shall:

(a) Collect applicable payments of principal, interest and applicable deposits for taxes, assessments and other public charges that are generally impounded, hazard insurance premiums, flood insurance premiums as required, FHA insurance or primary mortgage insurance premiums, optional insurance premiums, and all other items, as they become due.

(b) Accept payments of principal and interest and impound deposits in accordance with the Mortgage Loan instruments. Deficiencies or excesses in payments or deposits shall be accepted and applied, or accepted and unapplied, or rejected in accordance with the requirements of HUD and VA, with respect to FHA and VA mortgages, respectively, and in accordance with the provisions of conventional mortgage loan instruments with respect to conventional loans.

(c) Apply all installments and impound deposits collected from the Mortgagor, and maintain permanent mortgage account records capable of producing, in chronological order: the date, amount, distribution, installment due date or other transactions affecting the amounts due from or to the Mortgagor and indicating the latest outstanding balances of principal, impound deposits, advances, and unapplied payments.

(d) Establish and maintain one or more accounts (collectively, the “Custodial Account”), entitled “Bayview Loan Servicing, LLC, as servicer for U.S. Bank National Association, as Trustee for Bayview Financial Mortgage Pass-Through Certificates, Series 2006-A.” The Custodial Account shall be an Eligible Account. The Servicer will be required to deposit into the Custodial Account no later than the second Business Day after receipt all proceeds of Mortgage Loans received by the Servicer, less its servicing compensation and other withdrawals to the extent permitted by this Agreement and to remit such proceeds to the Master Servicer for deposit in the Collection Account not later than the Servicer Remittance Date. Funds in the Custodial Account may be invested only in Eligible Investments in accordance with the provisions set forth in Section 2.3(m) hereof. The Servicer shall give notice to the Master Servicer and the Trustee of the location of the Custodial Account maintained by the Servicer when established and prior to any change thereof. The Servicer shall, from time to time, make withdrawals from the Custodial Account for any of the following purposes: (i) to remit to the Master Servicer for deposit in the Collection Account in the amounts and in the manner set forth in Section 2.5(a); (ii) to reimburse the Servicer for Delinquency Advances, but only to the extent of amounts received which represent late collections, Insurance Proceeds and Liquidation Proceeds (net of the related Servicing Fees) on Mortgage Loans with respect to which such Delinquency Advances were made; (iii) to pay the Servicer any unpaid Servicing Fees and reimburse any unreimbursed Servicing Advances with respect to each Mortgage Loan, but only to the extent of any late collections, Liquidation Proceeds and Insurance Proceeds received with respect to such Mortgage Loan ( provided, however , that if, in the good faith business judgment of the Servicer, any unreimbursed Servicing Advance will not be ultimately recoverable from related late collections, Liquidation Proceeds or Insurance Proceeds on such Mortgage Loan (which determination shall be evidenced by an Officer’s Certificate of the Servicer delivered to the Master Servicer), then withdrawal from the general funds in the Custodial Account, without regard to the limitation set forth above, will be permitted); (iv) to pay to the Servicer as servicing compensation (in addition to the Servicing Fee) on the Remittance Date any interest or investment income earned on funds deposited in the Custodial Account; (v) to pay to the Servicer or the Seller, as the case may be, with respect to each Mortgage Loan that has previously been purchased or replaced pursuant to the Pooling and Servicing Agreement, all amounts received thereon subsequent to the date of purchase or substitution, as the case may be; (vi) to reimburse the Servicer for any Advance previously made which the Servicer has determined to be a Non-Recoverable Advance; (vii) to withdraw any amounts deposited to the Custodial Account in error; and (viii) to clear and terminate the Custodial Account. Notwithstanding the foregoing, the Servicer shall not withdraw any amounts relating to Servicing Advances that were advanced by Bayview prior to the Cut-off Date (“Owner Advances”), but shall remit such amounts to the Master Servicer pursuant to Section 2.5(a).

(e) [Reserved].

(f) Establish and maintain one or more accounts (the “Servicing Accounts”) into which all collections from the Mortgagors for the payment of taxes, assessments, hazard insurance premiums, and comparable items for the account of the Mortgagors (“Escrow Payments”) shall be deposited and retained. The Servicing Accounts shall be Eligible Accounts. The Servicer shall deposit in the Servicing Accounts on a daily basis, and retain therein, all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting the timely payment of any such items as required under the terms of this Agreement. Withdrawals of amounts from a Servicing Account may be made only to (i) effect timely payment of taxes, assessments, hazard insurance premiums, and comparable items; (ii) reimburse the Servicer out of related collections for any advances made pursuant to paragraph (g) (with respect to taxes and assessments) and paragraph (j) (with respect to hazard insurance); (iii) refund to the Mortgagors any sums as may be determined to be overages; (iv) pay interest, if required and as described below, to the Mortgagors on balances in the Servicing Account; or (v) clear and terminate the Servicing Account at the termination of the Servicer’s obligations and responsibilities in respect of the Mortgage Loans under this Agreement. As part of its servicing duties, the Servicer shall pay to the Mortgagors interest on funds in Servicing Accounts, to the extent required by law and, to the extent that interest earned on funds in the Servicing Accounts is insufficient, to pay such interest from its or their own funds, without any reimbursement therefor. As applicable, the Servicer will determine the amount of deposits to be made by the Mortgagors and will furnish to each Mortgagor, at least once a year, an analysis of the escrow/impound account, all in accordance with the Servicing Standard.

The Servicer shall be responsible for monitoring and reconciling the Custodial Account in accordance with industry standards. The Servicer shall attempt to promptly resolve any discrepancies and shall be responsible for all expenses and consequences for failure to reconcile and resolve such discrepancies.

(g) Maintain accurate records reflecting the status of taxes, ground rents and other recurring charges generally accepted by the mortgage servicing industry, which would become a lien on the Mortgaged Property. For all Mortgage Loans providing for the payment to and collection by the Servicer of impound deposits for taxes, ground rents or such other recurring charges, the Servicer shall remit payments for such charges before the later of (i) any penalty date and (ii) 30 days after the servicing transfer of such Mortgage Loan to the Servicer. The Servicer assumes responsibility for the timely remittance of all such payments and will hold harmless and indemnify Bayview, the Depositor, the Master Servicer and the Trustee from all penalties, loss or damage resulting from the Servicer’s failure to discharge said responsibility subsequent to delivery of servicing to the Servicer.

(h) In accordance with the standards of the preceding paragraph, advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on the Mortgaged Properties, which advances shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to paragraph (d). Servicing Advances incurred by the Servicer in connection with the servicing of the Mortgage Loans (including any penalties in connection with the payment of any taxes and assessments or other charges) on any Mortgaged Property shall be recoverable by the Servicer to the extent described herein.

(i) Maintain in full force and effect at all times, and comply with the terms of, existing FHA mortgage insurance, VA guarantees or Primary Mortgage Insurance, as applicable, in accordance with the type of Mortgage, and will assume responsibility for the remittance of the premiums thereon. The Servicer shall maintain any optional insurance as mutually agreed upon between the Servicer and Bayview. Optional insurance premiums, if any, will be collected monthly and remitted as collected. Additional set up costs, if any, associated with the optional insurance will be agreed upon between the Servicer and Bayview and will be the responsibility of Bayview.

(j) Use its reasonable efforts in accordance with the Servicing Standard to cause the related Mortgagor to maintain for each Mortgage Loan (other than any Mortgage Loan as to which the related Mortgaged Property has become an REO Property), and if the Mortgagor does not so maintain, shall itself maintain (subject to the provisions of this Agreement concerning Non-Recoverable Advances) to the extent the Trustee as mortgagee has an insurable interest (A) fire and hazard insurance with extended coverage on the related Mortgaged Property in an amount which is at least equal to the lesser of (i) 100% of the then “full replacement cost” of the improvements and equipment (excluding foundations, footings and excavation costs), without deduction for physical depreciation, and (ii) the outstanding principal balance of the related Mortgage Loan or such other amount as is necessary to prevent any reduction in such policy by reason of the application of co-insurance and to prevent the Trustee thereunder from being deemed to be a co-insurer, and (B) such other insurance as provided in the related Mortgage Loan. The Servicer shall maintain fire and hazard insurance from an insurer having a General Policy Rating of “B” or better in Best’s Key Rating Guide (a “Qualified Insurer”) with extended coverage on each REO Property in an amount which is at least equal to the lesser of (i) 100% of the then “full replacement cost” of the improvements which are a part of such property or (ii) the outstanding principal balance of the related Mortgage Loan at the time it became an REO Property plus accrued interest at the Mortgage Rate and related Servicing Advances. The Servicer shall maintain, from a Qualified Insurer, with respect to each REO Property such other insurance as provided in the related Mortgage Loan. The Servicer shall require that all insurance policies required hereunder shall name the Servicer and its successors and assigns as the mortgagee, as loss payee and that all such insurance policies require that 30 days’ notice be given to the Servicer before termination to the extent required by the related Mortgage, Mortgage Note, or other Mortgage Loan documents.

(k) Deposit into the Custodial Account any amounts collected by the Servicer under any such policies (other than amounts to be applied to the restoration and repair of the related Mortgaged Property or amounts to be released to the Mortgagor in accordance with the terms of the related Mortgage). It is understood and agreed that no earthquake or other additional insurance other than flood insurance is to be required of any Mortgagor or to be maintained by the Servicer other than pursuant to the terms of the related Mortgage, Mortgage Note or other Mortgage Loan documents and pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. If the Mortgaged Property is located in a federally designated special flood hazard area, the Servicer will use its reasonable efforts in accordance with the Servicing Standard to cause the related Mortgagor to maintain or will itself obtain (subject to the provisions of this Agreement concerning Non-Recoverable Advances) flood insurance in respect thereof. Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan and (ii) the maximum amount of such insurance required by the terms of the related Mortgage and as is available for the related property under the national flood insurance program (assuming that the area in which such property is located is participating in such program). If an REO Property is located in a federally designated special flood hazard area, the Servicer will obtain flood insurance in respect thereof providing substantially the same coverage as described in the preceding sentences. If at any time during the term of this Agreement a recovery under a flood or fire and hazard insurance policy in respect of an REO Property is not available but would have been available if such insurance were maintained thereon in accordance with the standards applied to Mortgaged Properties described herein, the Servicer shall either (i) immediately deposit into the Custodial Account from its own funds the amount that would have been recovered or (ii) apply to the restoration and repair of the property from its own funds the amount that would have been recovered, if such application would be consistent with the Servicing Standard; provided, however , that the Servicer shall not be responsible for any shortfall in insurance proceeds resulting from an insurer’s refusal or inability to pay a claim. Costs of the Servicer of maintaining insurance policies shall be paid by the Servicer as a Servicing Advance and shall be reimbursable to the Servicer. The Servicer agrees to prepare and present, on behalf of itself, the Trustee and the Certificateholders, claims under each related insurance policy in a timely fashion in accordance with the terms of such policy and to take such reasonable steps as are necessary to receive payment or to permit recovery thereunder.

(l) When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any “due-on-sale” clause contained in the related Mortgage or Mortgage Note; provided, however , that the Servicer shall not exercise any such right if either (i) the “due-on-sale” clause, in the reasonable belief of the Servicer, is not enforceable under applicable law (the reasonableness of such belief shall be conclusively established by an Opinion of Counsel, which may be in-house counsel, to the foregoing effect obtained at the expense of the Servicer and delivered to the Trustee and the Master Servicer) or (ii) the Servicer determines that such enforcement would not be in the best economic interest of the Certificateholders. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as the Mortgagor and becomes liable under the Mortgage Note. The Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee a copy of the assumption or substitution agreement (indicating the Mortgage File to which it relates), which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required Monthly Payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation.