0001162318-06-000087 Sample Contracts

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FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • February 1st, 2006 • Bayview Financial Securities Co LLC • Asset-backed securities • New York

Bayview Financial Securities Company, LLC (the “Depositor”), a Delaware limited liability company, has authorized the issuance and sale of [Bayview Financial Mortgage Pass-Through Trust 200[ ]-[ ] Mortgage Pass-Through Certificates, Series 200[ ]-[ ]][Bayview Financial Asset Trust 200[ ]-[ ] Mortgage Backed Notes] (the “Securities”). The Securities are designated as the Class [ ], Class [ ], Class [ ], [etc.] and Class [ ] [Certificates] [Notes].

FORM OF TRUST AGREEMENT between BAYVIEW FINANCIAL SECURITIES COMPANY, LLC, Depositor, and Owner Trustee Dated as of [ ]
Trust Agreement • February 1st, 2006 • Bayview Financial Securities Co LLC • Asset-backed securities • Delaware
FORM OF ADMINISTRATION AGREEMENT between BAYVIEW FINANCIAL [ ] TRUST [ ], Issuer and Administrator Dated as of [ ]
Administration Agreement • February 1st, 2006 • Bayview Financial Securities Co LLC • Asset-backed securities • New York

This Administration Agreement (the “Agreement”) is entered into as of [ ], between Bayview Financial [ ] Trust [ ], a [Delaware statutory trust] (the “Issuer”) and [ ], a [ ], not in its individual capacity but as administrator (the “Administrator”).

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