0001162318-05-000758 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • September 13th, 2005 • Bayview Financial Mortgage Pass-Through Trust 2005-C • Asset-backed securities • New York
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MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • September 13th, 2005 • Bayview Financial Mortgage Pass-Through Trust 2005-C • Asset-backed securities • New York

THIS MORTGAGE LOAN PURCHASE AGREEMENT (this “Agreement”), dated as of August 1, 2005, between Bayview Financial Securities Company, LLC, a Delaware limited liability company (the “Purchaser”), and Bayview Financial, L.P., a Delaware limited partnership (the “Seller”).

MORTGAGE LOAN DILIGENCE AGREEMENT (Bayview Financial Revolving Asset Trust 2003-G, Bayview Financial Revolving Asset Trust 2004-B and Bayview Financial Revolving Asset Trust 2005-A)
Mortgage Loan Diligence Agreement • September 13th, 2005 • Bayview Financial Mortgage Pass-Through Trust 2005-C • Asset-backed securities • New York

This Mortgage Loan Diligence Agreement, dated August 26, 2005 (this “Agreement”), is entered into by and between Bayview Financial, L.P., a Delaware limited partnership (“Bayview” or the “Agent”), and Bayview Financial Securities Company, LLC, a Delaware limited liability company (the “Depositor”).

SERVICING AGREEMENT between BAYVIEW FINANCIAL, L.P. as Owner and BAYVIEW LOAN SERVICING, LLC as Servicer Dated as of August 1, 2005
Servicing Agreement • September 13th, 2005 • Bayview Financial Mortgage Pass-Through Trust 2005-C • Asset-backed securities • New York

THIS SERVICING AGREEMENT is made as of the 1st day of August, 2005 by and between Bayview Financial, L.P. (“Bayview”), and Bayview Loan Servicing, LLC (herein, the “Servicer”).

FLOW SERVICING AGREEMENT between BAYVIEW FINANCIAL, L.P. as Owner and M&T MORTGAGE CORPORATION as Servicer Dated as of March 1, 2005 (Non-Full Recourse)
Servicing Agreement • September 13th, 2005 • Bayview Financial Mortgage Pass-Through Trust 2005-C • Asset-backed securities • New York

THIS FLOW SERVICING AGREEMENT is made as of the 1st day of March, 2005 by and between BAYVIEW FINANCIAL, L.P., as owner (the “Owner”) and M&T MORTGAGE CORPORATION (the “Servicer”).

Contract
Assignment Agreement • September 13th, 2005 • Bayview Financial Mortgage Pass-Through Trust 2005-C • Asset-backed securities • New York

This ASSIGNMENT AGREEMENT (the “Assignment Agreement”) is made as of August 1, 2005, by and between Bayview Financial Property Trust II, a Delaware statutory trust, as assignor (“BFPT II” or the “Assignor”) and Bayview Financial Securities Company, LLC, a Delaware limited liability company, as assignee (the “Assignee”).

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