Private and Confidential

Bayview Asset Management, LLC

Executive Summary

May 2009

Confidential Not For Distribution

1

Disclaimer
This presentation includes certain statements, estimates, targets and projections provided by Bayview Asset Management, LLC (the "Company") with respect to the anticipated future performance of the business. Such statements, estimates, targets and projections reflect significant assumptions and subjective judgments by the Company's management concerning anticipated results. These forward-looking statements are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. The information contained herein is unaudited and subject to change. The data as presented has not been reviewed or approved by any party other than Bayview. The unaudited data is based on information available to Bayview as of October 1, 2008 and contains certain estimates and assumptions that Bayview deems appropriate and may be revised as additional information becomes available. All performance data contained herein represents past performance. Past performance is not indicative of future results. Factors which could cause actual results to differ materially from historical results or those anticipated include, but are not limited to: competitive and general business, economic, market and political conditions in the United States and abroad from those expected; reduction in government support of homeownership; the level and volatility of interest rates; changes in interest rate paths; changes in generally accepted accounting principles or in the legal, regulatory and legislative environments in the markets in which the Company operates; and the ability of management to effectively implement the Companys strategies. Words like believe, expect, anticipate, promise, plan, and other expressions or words of similar meanings, as well as future or conditional verbs such as will, would, should, could, or may are generally intended to identify forward-looking statements. Accordingly, neither the Company nor its advisors nor any of their respective directors, partners, employees or advisers nor any other person, shall be liable for any direct, indirect or consequential loss or damages suffered by any person as a result of relying on any statement in or omission from this presentation and any such liability is expressly disclaimed. The Company does not undertake any obligation to update or revise any statements contained herein, whether as a result of new information, future events or otherwise. Except where otherwise indicated, this presentation speaks as of the date hereof. In furnishing this presentation, neither the Company nor its advisors undertakes any obligation to update any of the information contained herein or to correct any inaccuracies. This material is confidential and can not be reproduced in any manner. By its acceptance hereof, each recipient agrees (in addition to any obligations it may have under such Confidentiality Agreement) that neither it nor its agents, representatives, directors or employees will copy, reproduce or distribute to others this Confidential Presentation, in whole or in part, at any time without the prior written consent of the Company and that it will keep permanently confidential all information contained herein not already in the public domain and will use this Confidential Presentation for the sole purpose of deciding whether to proceed with a further investigation of the Company. This presentation shall remain the property of the Company. The Company reserves the right to require the return of this presentation (together with any copies or extracts thereof) at any time. This presentation is for information purposes only and does not constitute an offer or invitation for the sale or purchase of the securities, assets or business described herein and shall not form the basis of any contract. The Fund is a high-risk investment vehicle which will be available only to qualified individuals or entities that are willing to assume above average risk and limited liquidity with a portion of their net worth. There can be no guarantee that the Fund's investment objectives or results comparable to past performance will be achieved. Please see the Fund's PPM for a complete list of risk factors, which include risk of loss of investment, illiquidity of investment, dependence on the general partner, and use of leverage by the Fund. This document is neither advice nor a recommendation to enter into any transaction with the Fund. This presentation and its contents are proprietary information of the Fund and may not be reproduced or otherwise disseminated in whole or in part without the Fund's written consent.

Table of Contents
I. II. III. IV. V. VI. VII. Overview Market Opportunity Bayview Opportunity Master Fund, L.P. Bayview Opportunity Master Fund II, L.P. Bayview Capabilities Summary of Terms Biographies
4 11 16 20 22 27 30

I. Overview

Bayview Asset Management, LLC Overview

Bayview Asset Management, LLC (Bayview or the Company) is a fully integrated mortgage finance company positioned to take advantage of the dislocation in the mortgage market. The Company has been a whole loan investor since 1995 and has earned a reputation as a leading investor, servicer, and trusted partner of the financial community.  Bayview, which was acquired in 1993 by David Ertel (CEO), is a mortgage finance company based in Coral Gables, Florida with over 650 employees and a senior management team with 12 years of average tenure with the Company. Bayviews mortgage investment platform is built around leading teams in Mortgage Research, Loan Acquisition, Loan Servicing, Loan Trading, Securitization, Structured Finance, and Mortgage-backed Securities. Bayview has purchased over $16 billion in loans from over 2,000 counterparties in over 9,000 transactions since 1995.* Since 1998, the Company has executed 75 different securitization transactions totaling more than $28.5 billion in securities sold to over 200 institutional investors (including securities issued under the Companys small balance commercial platform). In December 2007, Bayview launched Bayview Opportunity Master Fund, L.P. (BOF-I) with nearly $2 billion in capital commitments. In October 2008, affiliates of Blackstone Capital Partners V acquired a minority interest in Bayview. Bayview expects to begin raising capital for the Bayview Opportunity Master Fund II, L.P. (BOF-II), which will make investments in residential and commercial whole loans as well as selectively in mortgage-backed securities.

 

  

* Number of transactions excludes approximately 6,000 small private note purchases. 5

Historical Track Record

   Bayviews mortgage investment platform has purchased $16 billion of residential mortgage loans since 1995. Bayview believes it is one of the largest buyers of scratch and dent1 mortgages in the U.S., having focused on this sector for longer than any of its peers. Historically, Bayview primarily used a securitization model as its funding source: 1. 2. 3. 4.  Acquiring loan portfolios using Bayviews balance sheet capital; Securitizing the loan portfolios; Realizing a gain from the securitization in the form of a cash profit plus the retention of a residual interest (with zero basis); and Using proceeds from the securitizations to purchase additional loans and fund the business.

From 1998 through 2007, the firm issued 39 term securitizations totaling $14.0 billion of bonds issued that included primarily residential loans acquired in the secondary market. Important accomplishments of the Bayview residential securitization program include: A track record of buying loans at a discount to the cash proceeds received from each securitization, excluding any value for the residual securities. The combination of Bayviews due diligence procedures and underwriting criteria have translated into better quality loans that have consistently performed well across a wide spectrum of vintages.

(1) A scratch-and-dent loan is a loan that generally did not qualify for the origination program for which it was intended, typically due to underwriter error. 6

Historical Acquisition Volume

 Bayview has a 13 year track record of investing in mortgage whole loans totaling over $16 billion of unpaid principal balance in over 9,000 transactions with over 2,000 institutions.

Yearly Acquisition Volume by Unpaid Principal Balance (UPB)

($ in millions)
$2,500

$2,000

UPB (in $ millions)

$1,500 $1,675 $1,657 $1,000 $1,198 $927 $1,475 $1,404 $1,816 $1,838

$500 $51 $1 $0 1997 1998 1999 $7 $197 $343 $31

$874 $473 $94 2000 $276 2001 2002 $484

$338 2003 Year

$433

$449

$347 2007

$117 YTD 2008 (9/30)

2004

2005

2006

Com m ercial Acquisitions

Residential Acquisitions

Historical Acquisitions by Collateral Type

Historical Acquisitions by Collateral Type 2003 UPB in $000s UPB Unseasoned Resi (<12 Mo) 479,960 S easoned Resi (>12 M0) 1,053,593 Residential Equity Loans 10,780 Micro Securitization 96,209 S eller Finance 71,260 Commercial 280,693 Total 1,992,495 2004 % 24.1% 52.9% 0.5% 4.8% 3.6% 14.1% 100.0% UPB 589,908 655,676 87,254 95,863 87,518 441,608 1,957,827 % 30.1% 33.5% 4.5% 4.9% 4.5% 22.6% 100.0% UPB 673,534 544,711 309,855 205,644 151,114 375,882 2,260,740 2005 % 2 9.8% 2 4.1% 1 3.7% 9.1% 6.7% 1 6.6% 100.0% UPB 728,892 378,838 500,537 78,399 217,535 431,517 2,335,718 2006 % 31.2% 16.2% 21.4% 3.4% 9.3% 18.5% 100.0% UP B 713,946 206,457 44,881 349,045 166,681 347,499 1,828,509 2007 % 39.0% 11.3% 2.5% 19.1% 9.1% 19.0% 100.0% UPB 239,566 680,592 0 0 12,977 111,241 1,044,376 2008 % 22 .9% 65 .2% 0 .0% 0 .0% 1 .2% 10 .7% 100.0%

2003 2007 Acquisitions by Collateral Type

(by principal balance)

Historical Delinquency Percentages (60+ days delinquency)

 The combination of Bayviews due diligence procedures and underwriting criteria have translated into better quality loans that have consistently performed well across a wide spectrum of vintages.

Source 1: The performance data for all of the non-BCAT transactions was aggregated and averaged by vintage. Source 2: The industry data was provided by LoanPerformance.

Bayview Servicing Edge

   Lowest ratio of loans per full-time employee in the industry, allows for extensive, high-touch loss mitigation efforts. Turn-key servicing capabilities: currently only running at 50% capacity. Bayview is one of only five special servicers currently rated Strong by S&P, the highest possible rating.

Servicers Ranked by Loans/Employee

Servicer Loans/FTE

Servicer

Loans/FTE

Bayview Loan Servicing Walter Mortgage Company Litton Loan Servicing LP Select Portfolio Servicing Inc. Nationstar Mortgage LLC Ocwen Loan Servicing, LLC Avelo Mortgage LLC Specialized Loan Servicing, LLC Wilshire Credit Corporation Saxon Mortgage Services, Inc. Accredited Home Lender Inc. Green Tree Servicing National City Home Loan Services Popular Mortgage Servicing, Inc. Aurora Loan Services LLC Option One Mortgage Corporation LoanCare Servicing Center JP Morgan

81* 227 273 293 313 330 344 344 345 398 438 494 542 558 592 633 753 897

Cenlar FSB Homecomings Financial M&T Mortgage Countrywide Home Loans Regions Mortgage Taylor Bean & Whitaker Greenpoint Mortgage Funding Inc. National City Mortgage Co Washington Mutual Bank Branch Banking & Trust Residential Capital LLC First Horizon Home Loan SunTrust Mortgage, Inc. Wells Fargo Bank, N.A. Wachovia Mortgage Corporation Bank of America NA The Bank of New York

938 953 1,037 1,084 1,100 1,125 1,227 1,273 1,500 1,763 1,903 2,356 2,412 3,003 3,042 3,233 4,395

Bayviews target Loan/FTE ratio is between 170 and 190. The figure above represents excess capacity. The highlighted companies are the other special servicers rated Strong by S&P.

Source: Actual loan to FTE ratio for Bayview, most recently available Fitch Servicer Reports for other servicers.

10

II. Market Opportunity

11

Market Opportunity - Overview of Market

  The U.S. residential mortgage market is a vast market over $10 trillion in size. Bayviews primary focus is on the Non-Securitized sector of the market (the residential whole loan sector).

Total U.S. Residential Mortgage Market: $10.5 Trillion

(as of May 2008)

Source: Credit Suisse (US Mortgage Strategy), Loan Performance, GNMA

12

Market Opportunity Whole Loans

 The large supply of whole loans coming to market, combined with Bayviews knowledge and capabilities, are expected to provide Bayview with an opportunity to invest cautiously with attractive returns for relatively limited downside, even for economic scenarios that are worse than those implied by current market prices. Compared with mortgage-backed securities: Whole loans represent senior, current pay cash flows, generally characteristic of the most stable mortgage securities. Investments in whole loans offer substantially greater transparency through Bayviews extensive loan level due diligence process including a re-underwriting of the borrower and a fresh evaluation of the underlying real estate collateral. Investments in whole loans can be negotiated on a more granular loan level basis. Bayview believes its selection process utilized to create carefully crafted pools where possible, results in substantially better performance. Investments in whole loans allow Bayview to leverage what it believes is a unique special servicer, highly capable of maximizing the value of sub and non-performing loans.

13

Market Opportunity Buyers Market

 Bayview believes that there is limited competition on larger, more complex transactions, and that the available for sale pipeline dwarfs the amount of capital raised by distressed funds thus far. Fannie Mae and Freddie Mac have been tightening guidelines. Banks and savings institutions are seeking to reduce balance sheet size. The percentage of non-performing loans to total loans at U.S. banks and savings institutions rose to 1.45% Q208, a level not seen since the 1980s.* 94 depositories with total mortgage loan assets of $72 billion have non-performing loans to total loans (NPL/TL) ratios of greater than 10%. Among this universe of institutions, the weighted average NPL/TL ratio is 15.5%.* 357 depositories with total mortgage loans of $96 billion have NPL/TL ratios of greater than 5% with 968 billion of mortgage loans.* A total of 993 institutions have NPL/TL ratios of greater than 3% (weighted average of 5.06%). This group of institutions have $1.1 trillion of real estate backed loans.*

Wall Street firms seeking to reduce illiquid assets: Securities market is nonexistent for new RMBS issuance.

* Based on bank data from SNL Financial as of 9/17/08. Includes bank holding companies, commercial banks, savings banks and savings institutions.

14

Market Opportunity Buyers Market

 The FDIC has seized 14 depository institutions thus far in 2008 with total assets of $42.2 billion (as of 10/13/08)*. A very small percentage of the assets have been disposed thus far. Bayview expects the pace of seizures to accelerate, creating in excess of $100 billion of mortgage loan assets that will be sold by the FDIC over the next several years.

The failure of a number of major U.S. financial institutions has put many traditional buyers of mortgage assets in a highly defensive position.

Those institutions with sufficient capital and liquidity to take advantage of opportunities are opting for long term strategic plays (i.e. Bank of America / Merrill Lynch) as opposed to shorter term asset opportunities such as distressed portfolios. Institutions that previously may have thought their liquidity to be sufficient have had to reconsider the adequacy of their capital position. Failing institutions are contributing to the supply of assets available for sale.

* Excludes the failure of Washington Mutual, which was placed in whole to JP Morgan without loss to the U.S. Government.

15

III. Bayview Opportunity Master Fund, L.P.

16

Overview of Bayview Opportunity Master Fund, L.P.

 Bayview raised $2 billion of equity capital for Bayview Opportunity Master Fund, L.P.  Initial closing was held on December 3, 2007 and a final closing was held on March 3, 2008.  Through 3/31/09, BOF-I has drawn down approximately $1.5 billion of its committed capital, and is invested in 195 whole loan transactions with a fair value of $1.1 billion, RMBS and small balance commercial securities with a fair value of $194.2 million, and $163.7 million in cash and cash equivalents.
Net Performance*
Jan 2007 2008 2009 0.19% 0.30% Feb (0.86%) 0.33% Mar 0.61% (0.04%) Apr (0.03%) May 0.37% Jun (1.06%) Jul (0.35%) Aug (0.50%) Sep 0.26% Oct (0.71%) Nov (2.44%) Dec 0.08% (0.17%) YTD 0.08% (4.63%) 0.59%

BOF-I Loan Composition

(as of December 31, 2008 by loan basis) Comm Non-Performing 1%

Comm Performing 21%

Comm Performing Comm Non-Performing Resi Performing Originated 2006 and Later Resi Performing Originated Pre 2006 Resi Non-Performing

Resi Non-Performing 9%

Resi Performing Originated 2006 and Later 40%

Resi Performing Originated Pre 2006 29%

* Net performance includes returns that are determined on a realized basis and an unrealized basis. With respect to investments that have not been realized, investments are marked-to-market based on Bayview's determination of fair value in accordance with the valuation policies attached to the Confidential Private Placement Memorandum for the BOF-I feeder funds. The actual realized return on the unrealized investments will depend, among other factors, on the value of the investments at the time of disposition, any related transaction costs and manner of disposition. Past performance is not necessarily indicative of future results. Performance of any other funds managed by Bayview may differ from BOF-I and such difference may be material. There can be no assurance that the investment objective of BOF-I or any other funds managed by Bayview will be achieved or that losses may not be incurred.

17

Overview of Bayview Opportunity Master Fund, L.P.

 Summary statistics  Bayviews investment strategy thus far has been to focus on acquiring performing loans in relatively stable housing markets.  70 percent of BOF-Is whole loans (by fair value) is invested in performing (<60 days delinquent) residential whole loans with the following geographic distribution as of 12/31/08.
Residential Performing Loans Originated Prior to 2006

Residential Performing Loans Originated 2006 or Later

AZ 2.2%

CA 8.9% FL 7.6%

CA 14.7%
OH PA NY TX NV AZ FL CA Other

NV 1.3% TX 7.4% Other 57.0%

FL 6.5%
"Bubble States" 20.0%

Other 48.5%

AZ 4.1% NV 1.9% TX 8.1%

NY 5.8% PA 4.9%

WA CO NY TX NV AZ FL CA Other

"Bubble States" 27.2%

OH 4.9%

NY 6.9%

CO 4.8%

WA 4.5%

by loan basis as of 12/31/08

by loan basis as of 12/31/08

18

IV. Bayview Opportunity Master Fund II, L.P.

19

Overview of Bayview Opportunity Master Fund II, L.P.

   The Bayview Opportunity Master Fund II, L.P. (BOF-II or the Fund) seeks to generate attractive riskadjusted returns primarily based on investments in residential and commercial whole loans. To a lesser extent, as appropriate, the Fund will invest in residential mortgage-backed securities (RMBS). Bayviews investment strategy involves buying loans at attractive unlevered yields, with the prospect of future yield enhancement through: Loss mitigation capability Captive refinance program Leverage Securitization, and Loan sales Targeted asset types include: Performing 1st lien whole loans (including Prime, Alt-A and Subprime); Construction loans; Non-performing 1st lien whole loans; Performing 2nd lien whole loans; Commercial mortgage loan pools; and Residential mortgage-backed securities (RMBS)

20

IV. Bayview Capabilities

21

Organization Chart
Bayview believes it has one of the most comprehensive mortgage investment platforms in the nation with 651 full time employees (FTEs) dedicated exclusively to Bayview investments / portfolios.

* 7 real estate valuation specialists reside within Loan Servicing.

22

Investment Process
 New entrants attracted to the potential high yields available in the whole loan market have underestimated the barriers to entry necessary to succeed. The infrastructure needed to purchase whole loans requires seasoned and specialized sourcing, trading, underwriting and special servicing personnel. New entrants may be handicapped in their ability to source, price, process and service whole loans. With full in-house infrastructure, Bayview is able to maintain a high level of quality control. Bayview believes it is one of the few market participants with the full in-house specialized infrastructure and growth capacity to succeed in the whole loan market.

Sourcing


Value Enhancement
Refinancing Leverage Trading

Research & Analytics



In-House Core Competencies

Special Servicing

Pricing

Transaction Management
Underwriting Real Estate Review Collateral Management

23

Capabilities


Loan Servicing
     

400+ person primary and special servicer of residential and commercial loans with a servicing platform in Dallas, Texas and in two Florida location: Coral Gables and Pompano Beach Bayview owns the underlying credit for every loan that it services One of only five special servicers with S&Ps highest special servicing rating Lowest ratio of loans per employee in the servicing industry Team of 11 sales professionals and five support staff that source whole loan acquisition opportunities from financial institutions nationwide Reach and relationships to buy small and large pools, often on a negotiated (noncompetitive) basis Team that includes 15 underwriting professionals, six transaction managers, and six residential real estate valuation professionals, and 12 commercial real estate professionals* Experienced transaction management, underwriting and real estate review teams with current capacity to diligence over $400 million in loans (UPB) per month Team of eight research professionals, including two Ph.D.s, that analyze home prices, mortgage credit and prepayment performance to support asset pricing models Team of three experienced mortgage security portfolio managers to invest long and short in mortgage securities and derivatives Experienced commercial and residential whole loan traders that price each individual loan using internally developed pricing models and analytics, as well as loan level diligence comments Extensive securitization expertise, issuing 75 deals for over $28.5 billion in ABS backed by residential and small balance commercial collateral As of 9/30/08 completed $423 million in whole loan sales in 22 transactions with 13 different buyers since March 2007

Loan Sourcing

Due Diligence


Trading & Analytics

  

Structured Finance and Secondary Marketing

 

* Real estate valuation staff also has responsibilities for valuation of delinquent loans serviced by BLS.

24

Deal Flow Evaluation

Review of Loan Portfolios for Sale in the Market General pricing of the subject loan pool using proprietary analytics and other qualitative information Elimination of Unqualified Loan Portfolios Transaction Management / Underwriting / Real Estate Review Detailed Review of Potential Transactions
Full Real Estate Appraisal / Broker Price Opinions / Borrower Credit Review Documentation Check / Risk Assessment

Portfolio Pricing Loan Level Analysis / Trader Review Final Bidding Price Adjustment Selection of Best Loans Bayview Portfolio

25

VI. Summary of Key Terms

26

Summary of Key Terms Fund IIa (Hedge Fund Structure) (1)

Structure: Target Initial Closing: Minimum Commitment: Investment Period / Drawdown: Term / Liquidity: f Master-feeder structure with a Delaware LP for U.S. Taxable Investors and a Cayman Islands Exempted LP for U.S. Tax-Exempt Investors and Non-U.S. Investors. f April 2009 f The minimum initial commitment is $10,000,000, subject to Bayviews discretion to accept lesser amounts. f The Fund is expected to have a two-year Investment Period commencing on the Initial Closing Date, with full recycling / reinvestment during the Investment Period. Capital commitments will be drawn down during the Investment Period at the discretion of the General Partner. f The Fund is expected to have a ten-year term. f The General Partner will target to distribute at least 25% of the aggregate commitments by the end of Year 3. If this level is not reached, Limited Partners may request to withdraw all or a portion of the Distribution Shortfall. f The General Partner will target to distribute at least 50% of the aggregate commitments by the end of Year 4. If this level is not reached, Limited Partners may request to withdraw all or a portion of the Distribution Shortfall. f The General Partner will target to distribute at least 100% of the aggregate commitments by the end of Year 5. If this level is not reached, Limited Partners may request to withdraw all or a portion of the Distribution Shortfall. f After Year 5, Limited Partners may request to withdraw any portion of their capital accounts on a quarterly basis with 180 days notice, subject to a gate and other restrictions. Gate: f After Year 5, aggregate withdrawal requests of a limited partner on any Withdrawal Date may be limited to 15% of such limited partners capital account balance as of such Withdrawal Date (excluding the value of any Distribution Shortfall). Subsequent withdrawals are subject to the next Gate with a full clean-up, if applicable, after 8 quarters. f 2% per annum of net asset value, payable quarterly in advance. f 20% (subject to a preferred return of Libor + 1.50%), payable annually based on net capital appreciation. After the investor receives a 25% IRR for the applicable year, the Incentive Allocation increases to 30%. The Incentive Allocation is subject to a high water mark. f During the Investment Period, Bayview Loan Servicing will maintain additional servicing capacity for the Fund. The Fund will pay a monthly fee for the capacity, which fee will not exceed 0.5% of undrawn capital commitments. f 80% (GP) / 20% (LP) f Each of the Master Fund and the Partnership will limit non-securitization debt by maintaining a maximum 1 to 1 debtto-equity ratio.

Management Fee: Incentive Allocation / Preferred Return: Servicing Capacity Fee Catch-Up Leverage:

(1)

Capitalized terms used herein have the meanings assigned to them in the Private Placement Memorandum or the Limited Partnership Agreement, as applicable. This Summary of Terms is being furnished to you solely for informational purposes only. For a complete understanding of the terms and conditions, please refer to the Private Placement Memorandum and the fund formation documents.

27

Summary of Key Terms Fund IIb (Private Equity Structure) (1)

Structure: Target Initial Closing: Minimum Commitment: Investment Period / Drawdown: Term: Management Fee: Carried Interest / Preferred Return: Catch-Up Clawback Provision Leverage: f Master-feeder structure with a Delaware LP for U.S. Taxable Investors and a Cayman Islands Exempted LP for U.S. Tax-Exempt Investors and Non-U.S. Investors. f April 2009 f The minimum initial commitment is $10,000,000, subject to Bayviews discretion to accept lesser amounts. f The Fund is expected to have a two-year Investment Period commencing on the Initial Closing Date, with full recycling / reinvestment during the Investment Period. Capital commitments will be drawn down during the Investment Period at the discretion of the General Partner. f The Fund is expected to have an eight-year term. f 2% on Committed Capital during Investment Period and 2% on net asset value thereafter. f 20% Carried Interest with an 8% Preferred Return. f Carried Interest Distributions will only be made after the General Partner returns all Invested Capital plus the Preferred Return (i.e. not on an investment by investment basis). f 80% (GP) / 20% (LP) f Yes f Each of the Master Fund and the Partnership will limit non-securitization debt by maintaining a maximum 1 to 1 debt-to-equity ratio.

(1)

Capitalized terms used herein have the meanings assigned to them in the Private Placement Memorandum or the Limited Partnership Agreement, as applicable. This Summary of Terms is being furnished to you solely for informational purposes only. For a complete understanding of the terms and conditions, please refer to the Private Placement Memorandum and the fund formation documents.

28

VII. Biographies

29

Senior Management Bios

David Ertel is CEO of Bayview Asset Management. Mr. Ertel has responsibility for oversight of Bayviews principal businesses, including the acquisition of performing and non-performing residential and commercial mortgage loans. Mr. Ertel is actively involved in all aspects of the Firms business including managing the $2 billion Bayview Opportunity Master Fund. Mr. Ertel is responsible for managing relations with the Funds investors, approving major investment decisions for the Fund and setting strategy for the Firm and the fund. Prior to joining Bayview in 1993, Mr. Ertel was a founding Managing Director of Applied Mortgage Analytics and an Associate in the Financial Institution Group at Salomon Brothers Inc in New York. At Salomon Brothers, Mr. Ertel was involved in a number of merger and acquisition transactions for financial institution clients. Mr. Ertel received a Master of Business Administration and a Bachelor of Science in Economics degree, Magna Cum Laude, from The Wharton School of the University of Pennsylvania with a concentration in Finance. Brett S. Evenson, Managing Director of Trading and Risk Management, has primary responsibility for managing Bayviews loan acquisitions business and interest rate risk management program. Prior to his current position, Mr. Evenson was responsible for managing Bayviews retail commercial origination platform (Commercial Direct) and was responsible for the creation of a new full documentation commercial mortgage program in 2003. Prior to that Mr. Evenson was Director of the Servicing Asset Management Division at Bayview, where he was responsible for supervising all interest rate risk management and hedge advisory engagements, including work for many of the nations top mortgage banking firms. He has extensive experience in the trading and modeling of interest rate and mortgage derivatives, and has managed the development of proprietary analytical models and applications for Bayviews Mortgage Advisory Division. Mr. Evenson received a Bachelor of Science Degree in Economics, with Highest Honors, from the University of Florida and has been with Bayview since 1995. Richard OBrien, Managing Director and Chief Operating Officer, manages all areas of operations and oversees Bayview Loan Servicing. Mr. OBrien joined Bayview in 1997 as a Vice President and served as a Transaction Manager in the Mortgage Investment Division. In 1999, Mr. OBrien took over the Non-Performing Asset Division, and became responsible for the entire servicing operation in 2001. Prior to joining Bayview, Mr. OBrien was a Transaction Manager for Ocwen Federal Bank where he was directly involved in the acquisition and servicing of non-performing residential mortgages. Mr. OBrien began his career in mortgage servicing at Shawmut Mortgage Company. Mr. OBrien received a Bachelor of Science degree in Finance from Bryant College.

30

Senior Management Bios

Stuart Waldman is Managing Director of Residential Acquisitions and Trading. Mr. Waldman is primarily responsible for managing loan acquisition pricing programs. He also manages a team of analysts focusing on the performance and dynamics of Bayviews loan portfolio. Mr. Waldman has over 12 years experience in structured finance, having worked for such companies as Ocwen Financial and Norwest Mortgage prior to joining Bayview. Throughout his career, Mr. Waldman has securitized over $15 billion in residential and commercial performing and sub-performing mortgages, managed the largest UK subprime securitization, and facilitated training workshops on financial modeling, mortgage backed securities, and the taxation of mortgage backed securities. Mr. Waldman earned a Bachelors of Science degree from the University of Connecticut in Business Administration with a concentration in Finance. John H. Fischer, Chief Financial Officer. Mr. Fischer joined Bayview in December 1999 and oversees the financial and loan accounting functions of the company. Prior to joining Bayview, Mr. Fischer was Vice President and Treasurer of Atlantic Gulf Communities Corporation, a large residential and commercial real estate company. In addition to the traditional treasury functions, Mr. Fischer was responsible for SEC reporting, commercial mortgage servicing and customer service as well as various other administrative duties. Mr. Fischer brings to Bayview experience in managing a large multiple subsidiary corporation with offices throughout the U.S. and abroad. Prior to Atlantic Gulf, Mr. Fischer was employed by Florida Power and Light Company in its Finance Department and was responsible for cash management and portfolio management. Mr. Fischer received a Master of Business Administration concentrating in finance and Bachelor of Science in Business Administration from the University of Florida. Mr. Fischer is also a Chartered Financial Analyst. Brian E. Bomstein, Senior Vice President and General Counsel. Mr. Bomstein joined the Company in 1999 and is head of the legal department, which is responsible for all legal matters concerning the Company and its affiliates, including corporate issues, financing facilities, lending practices, regulatory matters, human resources issues, litigation control, acquisitions and transaction support. In addition, Mr. Bomstein is responsible for the oversight of staff of in-house attorneys, paralegals and administrative assistants as well as numerous external counsels. Prior to joining Bayview, he was corporate counsel with a national, publicly owned real estate development company. During his legal career, Mr. Bomstein represented numerous developers, builders, lenders, and public and private companies in many aspects of real estate, lending and corporate matters. Mr. Bomstein is also a state certified residential contractor and real estate salesman. Mr. Bomstein received his bachelor of Arts degree from Vanderbilt University and his Juris Doctor degree, cum laude, from the University of Miami School of Law.

31