FORM OF MANAGEMENT AGREEMENTManagement Agreement • October 30th, 2009 • Bayview Mortgage Capital, Inc. • Real estate investment trusts • Florida
THIS MANAGEMENT AGREEMENT is made as of , 2009 by and among BAYVIEW FUND MANAGEMENT, LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”), BAYVIEW MORTGAGE CAPITAL, INC., a Maryland corporation (the “Company”), and each Subsidiary (as defined below) of the Company that becomes a party to the Agreement (as defined below) pursuant to Section 29.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2009 • Bayview Mortgage Capital, Inc. • Real estate investment trusts • New York
REGISTRATION RIGHTS AGREEMENT, dated as of , 2009 (this “Agreement”), by and among BAYVIEW MORTGAGE CAPITAL, INC., a Maryland corporation (the “Company”), BAYVIEW ASSET MANAGEMENT, LLC, a Delaware limited liability company (“BAM”), BAYVIEW FUND MANAGEMENT, LLC, a Delaware limited liability company (“BFM”), and DAVID ERTEL, an individual (“Ertel” and, together with BAM and BFM, collectively, the “Investors”).
FORM OF STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 30th, 2009 • Bayview Mortgage Capital, Inc. • Real estate investment trusts • Florida
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of , 2009 is between Bayview Mortgage Capital, Inc., a Maryland corporation (the “Company”), and Bayview Asset Management, LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • October 30th, 2009 • Bayview Mortgage Capital, Inc. • Real estate investment trusts • Florida
THIS AGREEMENT (the “Agreement”), is made effective as of the [ ] day of [ ], 200[ ] (hereinafter called the “Date of Grant”), between Bayview Mortgage Capital, Inc., a Maryland corporation (hereinafter called the “Company”), and [ ] (hereinafter called the “Participant”):
FORM OF UNDERWRITING FEE REIMBURSEMENT AGREEMENT by and between BAYVIEW MORTGAGE CAPITAL, INC., and BAYVIEW FUND MANAGEMENT, LLC Dated as of [•], 2009Underwriting Fee Reimbursement Agreement • October 30th, 2009 • Bayview Mortgage Capital, Inc. • Real estate investment trusts • Florida
UNDERWRITING FEE REIMBURSEMENT AGREEMENT, dated as of [•], 2009, by and between Bayview Mortgage Capital, Inc., a Maryland corporation (the “Company”), and Bayview Fund Management, LLC, a Delaware limited liability company (the “Manager”).
FORM OF FLOW ASSET PURCHASE AGREEMENTFlow Asset Purchase Agreement • October 30th, 2009 • Bayview Mortgage Capital, Inc. • Real estate investment trusts • Florida
This FLOW ASSET PURCHASE AGREEMENT (this “Purchase Agreement”) is made as of ______, 2009, by and among BAYVIEW ACQUISITIONS, LLC, as seller (the “Seller”), BAYVIEW OPPORTUNITY MASTER FUND, L.P. and BAYVIEW MORTGAGE CAPITAL, INC., as purchasers (each an “Purchaser” and collectively with each other party who becomes a party to this Purchase Agreement from time to time, the “Purchasers”).
FORM OF [NAME OF TRUST DEPOSITOR], as Trust Depositor, and [NAME OF TRUSTEE], not in its individual capacity, but solely as Trustee PASS-THROUGH TRUST AGREEMENT Dated as of [ ] [NAME OF PASS-THROUGH TRUST]Pass-Through Trust Agreement • October 30th, 2009 • Bayview Mortgage Capital, Inc. • Real estate investment trusts • New York
This PASS-THROUGH TRUST AGREEMENT, dated as of [ ] (the “Agreement”), is by and between [NAME OF TRUST DEPOSITOR], as trust depositor (the “Trust Depositor”) and [NAME OF TRUSTEE], a national banking association, not in its individual capacity, but solely as trustee on behalf of the Trust Fund (the “Trustee”).
FORM OF BUSINESS NAME SUBLICENSE AGREEMENTBusiness Name Sublicense Agreement • October 30th, 2009 • Bayview Mortgage Capital, Inc. • Real estate investment trusts • Florida
This BUSINESS NAME SUBLICENSE AGREEMENT (the “Agreement”), dated as of [•], 2009, by and between Bayview Asset Management, LLC, a Delaware limited liability company (“Bayview”) and Bayview Mortgage Capital, Inc., a Maryland corporation (the “Company”).
FORM OF SUBLEASE Merrick Park Coral Gables, Florida 33146Sublease • October 30th, 2009 • Bayview Mortgage Capital, Inc. • Real estate investment trusts • Florida
THIS SUBLEASE (the “Sublease”) is made effective as of June 1, 2009 by and between BAYVIEW FINANCIAL, L.P., a Delaware limited partnership (the “Tenant”), and BAYVIEW MORTGAGE CAPITAL, INC., a Maryland corporation (the “Subtenant”).
FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 30th, 2009 • Bayview Mortgage Capital, Inc. • Real estate investment trusts • Florida
THIS AGREEMENT (the “Agreement”) is made as of the [ ] day of [ ], 2009 (the “Date of Grant”), between Bayview Mortgage Capital, Inc., a Maryland corporation (hereinafter called the “Company”), and [ ] (hereinafter called the “Participant”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 30th, 2009 • Bayview Mortgage Capital, Inc. • Real estate investment trusts • Florida
THIS AGREEMENT (the “Agreement”) is made as of the [ ] day of [ ], 2009 (the “Date of Grant”), between Bayview Mortgage Capital, Inc., a Maryland corporation (hereinafter called the “Company”), and [ ] (hereinafter called the “Participant”).
FORM OF SERVICING AGREEMENT among [QRS] as Depositor, [TRUSTEE] as Trustee, [REO LLC], as REO Owner, and BAYVIEW LOAN SERVICING, LLC as Servicer Dated as of [_____________]Servicing Agreement • October 30th, 2009 • Bayview Mortgage Capital, Inc. • Real estate investment trusts • New York
This SERVICING AGREEMENT is made as of [ ] by and among [QRS] (the “Depositor”), [TRUSTEE], not in its individual capacity, but solely as trustee for one or more trusts created by the Depositor (the “Trustee”), [REO LLC] (the “REO Owner”) and Bayview Loan Servicing, LLC (the “Servicer”).
